Deal Structure Comparator
Your deal terms split into guaranteed, contingent, and rolled. Arithmetic, not advice.
Agency sale offers with identical headline numbers can put very different amounts in the seller's account. This tool splits total consideration into the three standard components so the structure conversation starts from your own arithmetic: cash at close is guaranteed, an earn-out pays only if its metrics hit, and rollover equity trades liquidity today for the platform's risk and upside. The selection questions behind those terms are covered in the M&A advisor guide.
Rollover equity is the remainder:
What the three components mean
Cash at close is the only number that does not depend on what happens after signing. Earn-out pays against future metrics; how those metrics are defined, measured, and controlled after closing is negotiated in the definitive agreement, and the seller usually no longer controls the levers. Rollover equity converts part of the sale into shares of the buyer's platform: illiquid, valued at the platform's marks, and exposed to the platform's leverage in both directions.
This page does arithmetic on terms you type in. It does not weigh one structure against another; that depends on the buyer, the agreement language, and the seller's situation. Pair it with the valuation calculator for the headline-number side of the conversation.