Bridge buyer/seller price gap with performance-based earn-out — pay based on hitting revenue/EBITDA targets.
When seller wants $10M but buyer will only underwrite $7M, structure $7M upfront + $3M earn-out over 2–3 years contingent on hitting revenue or EBITDA milestones. Aligns interests (seller stays motivated during transition), reduces buyer risk, defers cash outflow. Typical structure: 70/30 base-to-earnout. Watch: earn-out disputes are top litigation source — precise metric definitions, dispute resolution, and buyer operational restrictions during earnout period are critical.
Click Generate advisory deep dive for mechanics, IRC citations, a step-by-step execution plan, a worked numeric example on your profile, costs, risks, and this-week actions.
Sell your C-corp stock for up to $10M tax-free.
Bridge valuation gap and reduce upfront cash with earn-outs.
Shift income between entities to optimize tax and asset protection.
Buy the company you already run with minimal cash.
Raise capital to find and buy a business you'll run as CEO.
Buy a $1–5M profitable business with 10% down.
Buy $100–500k businesses fully seller-financed.
Start agency at $0, acquire competitors on seller notes.