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SMB Acquisition with Earn-Out

Bridge valuation gap and reduce upfront cash with earn-outs.

Overview

Pay 60–75% at close; remainder tied to post-close performance milestones (EBITDA, revenue, retention). Aligns seller, reduces buyer risk.

Best fit
SMB buyersUncertain valuationsOwner-dependent businesses
Estimated impact
20–40% cash-in-deal reduction

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