Many founders focus on the total valuation number. But buyers structure deals to balance risk, performance, and transition.
This means the same $1M deal could look like:
Each scenario leads to a very different outcome.
See: Negotiation.
Cash at close is the portion of the purchase price paid immediately when the deal is completed.
This is the most certain part of the deal.
Higher cash at close means:
Lower cash at close usually means more value is tied to future conditions.
An earnout is a portion of the purchase price that is paid over time based on performance.
Common earnout triggers include:
Earnouts align incentives but introduce uncertainty.
Key questions to ask:
Seller financing means part of the purchase price is paid over time by the buyer.
This is common in deals with individual buyers or smaller transactions.
It typically includes:
Seller financing increases deal flexibility but adds risk if the buyer cannot perform.
Rollover equity means the seller reinvests part of the sale proceeds into the buyer’s platform.
This is common in private equity-backed deals.
It allows the seller to participate in future upside if the combined business grows.
However, it also means:
See: Private equity buyers.
Working capital refers to the operating liquidity of the business at closing.
Deals often include a “target working capital” level.
If actual working capital is below target at closing, the purchase price may be adjusted downward. If it is above target, it may increase.
This ensures the buyer receives a business that can operate normally after closing.
Some deals include an escrow or holdback.
This means a portion of the purchase price is held temporarily after closing to cover potential issues such as:
Escrow funds are typically released after a defined period if no issues arise.
Most agency sales include some level of seller involvement after closing.
This may include:
The length and intensity of this involvement should be clearly defined.
Learn more: Transition after sale.
Buyers often require sellers to agree not to compete or solicit clients after the sale.
These agreements typically define:
These terms should be carefully reviewed to ensure they are reasonable and aligned with your future plans.
Deal terms are how buyers manage risk.
For example:
The better your agency fundamentals, the simpler and stronger your deal terms are likely to be.
See: What buyers want.
Freshy focuses on practical, understandable deal structures.
We aim to:
Because we operate the business after closing, we prioritize deals that work in practice — not just on paper.
If you are reviewing an offer or preparing to sell, we can help you break down the structure and understand what it really means.
Request a confidential valuation review
Cash at close, earnouts, seller financing, and transition terms are the most critical.
Yes, it is the portion paid at closing and is the most certain part of the deal.
They can be, depending on how they are structured and what conditions must be met.
It is when part of the purchase price is paid over time instead of upfront.
It is reinvestment into the buyer’s platform for potential future upside.
Yes, especially during due diligence and final negotiations.