When an offer arrives, most owners focus on one number.
Purchase price.
Experienced sellers focus on something else.
Structure.
There are three common components that materially affect what you actually receive.
Seller Note.
Earnout.
Rollover Equity.
Each has financial and psychological implications.
A Seller Note means you finance a portion of the transaction. You receive payments over time, usually with interest. When structured properly, it signals confidence and alignment.
An Earnout ties a portion of your proceeds to future performance. The challenge is simple. Once control transfers, performance is no longer entirely in your hands.
Rollover Equity means you retain a minority stake and participate in the next phase of growth. This is how many founders create a second, often larger liquidity event.
The key question is not simply “What is the price?”
The key questions are:
Do you trust the buyer?
Do you want ongoing involvement?
Is your priority maximum immediate liquidity, or long-term capital growth?
A slightly lower price with strong structure can outperform a higher headline number with weak alignment.
Sophisticated exits are architected.
If you would like to explore which structure best aligns with your goals, we can discuss it in a confidential Deal Feasibility Study.
Clarity around terms protects outcomes.