Earnouts, Part 1: How the Targets Get Set
Revenue vs EBITDA vs retention-based earnouts, measurement periods, caps and floors, and which metrics a seller can still influence after the closing.
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Tag
deal-terms
6 posts tagged with "deal-terms"
Seller Notes: When You Become the Bank
How seller financing actually works, why buyers ask for it, the interest and subordination realities, and the diligence to run before you carry paper.
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Price vs Terms: Reading Past the Headline Multiple
A 6x headline with thin cash at close can be worse than a 4.5x all-cash deal. How structure moves your real proceeds, with side-by-side worked examples.
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The Earnout Year: Living Inside a Number
What it's like to operate a business you no longer own against targets you negotiated, how to set earnout terms you can live with, and where disputes start.
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Asset Sale vs Stock Sale: Why Buyers and Sellers Want Opposite Things
The tax and liability tug-of-war behind every deal's first structural question, what each choice means for your contracts and people, and where deals land.
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The Letter of Intent, Translated Into English
A clause-by-clause walkthrough of a typical LOI: price, structure, exclusivity, and contingencies. What's binding, what isn't, and where sellers lose leverage.
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