EXIT ACCELERATION—> DEAL STRUCTURING

Phase 4 of 6

Structure the deal
to maximize your take

The headline number is only part of the story. How the deal is structured; earn-outs, rollover equity, working capital targets, rep & warranty terms can make or break your actual payout.

DEAL STRUCTURE COMPONENTS

Every lever that affects
your net proceeds

Learn more details on each major lever and EAP’s role in managing this process:

  • Total enterprise value agreed upon in the LOI and Purchase Agreement

    • EAP’s Role: Negotiate from your highest defensible valuation using market comps and competitive bidder tension

  • Tax treatment, liability transfer, and financing eligibility differ significantly between structures

    • EAP’s ROLE: Model both scenarios with your CPA to optimize after-tax proceeds

  • A portion of the purchase price carried by the seller — common in SBA-financed deals

    • EAP’s Role: Negotiate size, rate, and subordination terms that don't over-expose you to buyer performance risk

  • Future payments contingent on hitting revenue or EBITDA targets post-close

    • EAP’s Role: Structure milestones that are achievable, measurable, and protected by clear definitions

  • Retaining a minority stake in the business post-acquisition, especially in PE deals

    • EAP’s Role: Evaluate PE platform quality and align rollover terms with your risk tolerance and upside goals

  • The target level of net working capital required at close — a common source of post-close disputes

    • EAP’s Role: Set a peg that reflects historical averages and negotiate the collar range to limit exposure

  • Transition consulting agreements, non-compete scope, and duration

    • EAP’s Role: Negotiate terms that compensate you fairly for your transition role without tying you down

  • Seller representations, indemnification caps, and escrow holdbacks

    • EAP’s Role: Minimize escrow amounts and cap indemnification exposure to protect post-close proceeds

OUR NEGOTIATION APPROACH

We negotiate
exclusively for you

LOI Review & Redline

We review every LOI with your attorney and advise on non-standard terms, exclusivity periods, and protective provisions before you sign

Competitive Process Management

Multiple qualified bidders create leverage. We orchestrate competing offers to establish your maximum achievable terms.

Post-LOI Negotiation

We review every LOI with your attorney and advise on non-standard terms, exclusivity periods, and protective provisions before you sign

Tax & Structure Optimization

In coordination with your CPA and attorney, we model deal structures for after-tax proceeds — not just gross purchase price.

The details are where
your money lives or dies.

Don't negotiate your most important transaction without a seasoned advisor at your side.

Talk to an exit advisor

Next: Due Diligence Support —>