Beyond the purchase price

The highest offer isn't always
the best exit.

Purchase price gets the attention. Deal structure determines how much you receive, when you receive it, how much risk remains after closing—and sometimes whether the transaction closes at all.

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Vantage Seller AdvisoryPrivate · Deliberate · Owner-led

01 / Illustrative offer comparison

$5.0M isn't necessarily worth more than $4.6M.

Structure, tax considerations, risks and seller objectives must be evaluated for the specific transaction.

Illustrative example onlyNot an actual Vantage transaction

Offer A

$5,000,000

Cash at closing: $3.2M
Seller note: $900K
Earnout: $900K
Transition: 24 months
Financing / contingency risk: Higher

Potentially better outcome

Offer B

$4,600,000

Cash at closing: $4.3M
Seller note: $300K
Earnout: None
Transition: 6 months
Financing / contingency risk: Lower

02 / Purchase price components

Where the consideration lives changes the outcome.

Headline price can be divided across cash now, payments later and value that remains exposed to future performance.

Cash at Closing

Immediate liquidity delivered when the transaction closes.

Liquidity now

Seller Note

Payment deferred and dependent on the buyer's future ability to pay.

Credit exposure

Earnout

Contingent consideration tied to future performance or milestones.

Performance exposure

Rollover Equity

Continued ownership that may create upside—and continued risk.

Future exposure

03 / Beyond price

Price isn't the only term you're negotiating.

A strong offer is a coordinated set of economics, obligations, contingencies and timing—not one number at the top of a page.

01Cash at Closing02Financing Contingency03Working Capital04Seller Note05Earnout06Transition07Employment / Consulting08Non-Compete09Rollover Equity10Closing Certainty11Seller Objectives

04 / What are you optimizing?

Different goals can produce different best offers.

The optimal structure depends on the business, the buyer and what the seller wants life to look like after closing.

Maximum liquidity

Cash. Speed. Certainty.

Priority: cash at closing, a short transition and confidence in closing.

Maximum upside

Partner. Rollover. Growth.

Priority: a strategic partner, rollover equity and participation in future upside.

Maximum price

Headline economics.

Priority: the largest total consideration, with willingness for continued involvement or contingent value.

05 / Vantage philosophy

Valuation and deal structure shouldn't be discussed separately.

We don't negotiate a number and figure out the rest later.

We negotiate the exit.

Risk remains throughout the transaction.

Offer→LOI→Financing→Due Diligence→Purchase Agreement→Closing

Price + Structure + Certainty

A private first step

Before you choose an offer, decide what you're actually trying to accomplish.

Price / Liquidity / Certainty / Speed / Future Upside / Clean Retirement