Deal Structure Simulator

How to use this simulator

1. Headline price: the total announced deal value.
2. Split the structure: percentages for cash at close, earn-out, and rollover (they normalize to 100% automatically).
3. Earn-out confidence: your honest probability of hitting the targets — be brutal here, especially if the buyer controls the spend that drives them.
4. Platform multiple: what you believe the acquirer's equity does by their next exit. Try 0x — a structure you can't survive at 0x is a structure to negotiate.

The certainty hierarchy

A dollar at close is worth a dollar. An earn-out dollar is worth its probability — and that probability depends on who controls the levers, what metric is measured, and how it's defined in the purchase agreement (not the LOI). A rollover dollar is an investment in the acquirer, with venture-style variance: sometimes the second bite exceeds the first check, sometimes it's zero. None of these are bad — they're different risk allocations, and the right mix depends on whether you want certainty, income, or upside. The full founder's guide is in Cash, Earn-Outs, and Rollover Explained.

Questions to ask any buyer (including us)

What metric drives the earn-out, and can I audit it? Who controls marketing spend during the earn-out period? Is there a floor or catch-up provision? For rollover: what's the cap table, what are the platform's unit economics, and can I talk to other founders who rolled? A buyer who hesitates on those questions just answered them. Tax timing differs across all three structures — engage a deal-side CPA before signing anything.