Deal Structures
How MSP acquisition deals get structured: all cash, seller notes, earnouts, rollover equity, staged partner exits, and how funding fits each one.
Built Around What You Need From the Exit
There is no standard Vicinity deal. A founder retiring at 68 needs different structure than two 45-year-old partners where one wants out, and both deserve better than a template. These are the building blocks; most real deals combine two or three. Click each one to see how it works and when it fits.
All cash at close
How it works: the agreed price wires on closing day. No contingencies on future performance, no ongoing financial relationship unless you want one.
When it fits: owners who want a clean break, estates and health-driven exits, and situations where certainty is worth more than the last dollar of price.
Worth knowing: all-cash offers typically price somewhat below structures where the seller shares forward risk. We'll show you both versions side by side so the tradeoff is a number, not a feeling.
Seller note
How it works: part of the price is paid over a defined schedule with interest, documented like any loan, with terms (rate, duration, security) negotiated up front.
When it fits: deals where a note bridges a valuation gap or improves the total price, and sellers comfortable with an ongoing financial relationship.
Worth knowing: a note is only as good as the buyer behind it. Ask any buyer (including us) how the note is secured and what happens if the business stumbles. Spreading payments across tax years can also help; that's a conversation for your CPA.
Earnout
How it works: additional payment tied to results after close, measured over one to three years against targets written into the agreement.
When it fits: businesses with momentum the historical numbers don't fully show yet, and sellers staying involved through the measurement period.
Worth knowing: earnouts go wrong when targets are vague or outside the seller's influence. We keep them few, measurable, and inside what you can actually affect, and we define the accounting up front so nobody argues about definitions in year two.
Rollover equity
How it works: you sell most of the company and keep a minority stake in what it becomes, participating in future upside.
When it fits: owners who believe in the combined company's trajectory and want continued participation without continued responsibility.
Worth knowing: the questions that matter are governance, distributions, and what happens to your stake at any future event. Get those answers in writing; we put them there by default.
Staged partner buyout
How it works: a partial purchase buys out the partner who's leaving now; the partner who's staying keeps equity, keeps running the business, or both, on a timeline that can include their own exit later.
When it fits: the most common partnership situation there is: one partner ready, one not. It resolves the mismatch without forcing either partner's hand.
Worth knowing: the staying partner should negotiate their future exit terms now, while they have the most leverage, not when their own timeline arrives.
Consulting tail
How it works: a defined, paid role after close (scope, hours, rate, and duration in writing before signing), separate from any transition period the deal already includes.
When it fits: sellers who want ongoing involvement on their own terms: client relationships, special projects, or an advisory seat without operational duty.
Worth knowing: vague post-close roles breed resentment on both sides. If you want to stay involved, define it like a contract, because it is one.
How Deals Get Funded
Deal by deal, based on what fits. Depending on the specifics we use cash, conventional financing, or equity partners, including SPVs and joint ventures where they make sense. Every offer comes with a plain-English summary of how the deal is funded, what that means for the business after close, and what you’d actually receive and when. Whatever the structure, the operating intent doesn’t change: we buy companies to run and hold them.
Sketch Your Structure
Tell us your situation (retiring, partner mismatch, not sure yet) and we'll walk you through the structures that fit it, with numbers.