Two offers with the same total value can have very different outcomes.
Each structure carries a different level of certainty and risk.
This is why deal structure often matters as much as — or more than — the valuation itself.
Most agency transactions include a combination of the following:
Cash at close is the portion of the purchase price paid when the deal completes.
This is the most certain part of the transaction and carries the least risk for the seller.
Agencies with strong fundamentals — such as recurring revenue, clean financials, and low churn — are more likely to receive higher cash-at-close offers.
An earnout is a future payment based on performance after the sale.
Common earnout metrics include:
Earnouts can increase total deal value, but they also introduce uncertainty.
The key question is: How much control do you have over the outcome?
Seller financing means part of the purchase price is paid over time.
This can help increase total deal size, but it also means you are relying on the buyer to make future payments.
It effectively turns part of your sale into a loan to the buyer.
In some deals, you may receive equity in the acquiring company.
This allows you to participate in future upside if the platform grows and is sold later.
However, equity also introduces risk and requires understanding:
A portion of the purchase price may be held in escrow for a period after closing.
This protects the buyer against unexpected issues such as:
Escrows are common and typically represent a smaller portion of the deal.
Most agency deals are structured as asset sales.
This means the buyer acquires specific assets such as:
The exact structure can have legal and tax implications, so professional advice is important.
When reviewing offers, look beyond the headline number.
Key questions to ask:
A lower but more certain offer can be better than a higher but riskier one.
Deal structure is often a reflection of buyer confidence.
This ties directly to valuation and due diligence.
Freshy approaches deal structure from an operator perspective.
We focus on:
Our goal is not just to complete a transaction, but to ensure the agency continues to perform and grow after the sale.
If you’re considering selling, we can help you understand how your deal might be structured and what it really means.
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It defines how the purchase price is paid and what conditions apply.
A future payment tied to performance after the sale.
Not always — structure and certainty matter more than headline price.