Free private tool

Not every million dollars is the same million dollars.

No company name required. Anonymous by default.

Structure assumptions

Compare four common structures against the same headline.

Seller note

Earnout

Rollover equity

crosspeak / deal-structure
Side by side
All cashClose
Cash close
$4.65M
Headline
$4.65M
Risk-adj
$4.65M

Cleanest exit. Buyers usually discount headline 5–10% for full cash.

Seller note5y
Cash close
$4.00M
Headline
$5.00M
Risk-adj
$4.90M

Deferred payments over 5 years. ~10% risk assumed on note.

Earnout3y
Cash close
$3.75M
Headline
$5.00M
Risk-adj
$4.50M

Contingent on future performance. Historical hit rate near 60%.

Rollover equity5y
Cash close
$4.00M
Headline
$5.80M
Risk-adj
$5.17M

Equity in the new company. Upside 1.8x at ~65% odds.

Highest risk-adjusted value
Rollover equity · $5.17M
Risk-adjusted total weights deferred and contingent dollars by realistic collection odds.
Full private diagnostic · PDF

Instant private PDF: the four structures side-by-side and a private action checklist for negotiation.

Confidential · not shared with buyers or third parties

What this tool tells you

Cash at close

What actually hits your account the day the deal signs — before any deferred or contingent piece.

Headline total

The number that gets talked about publicly. Almost always more than what a seller actually collects.

Risk-adjusted total

Deferred and contingent dollars weighted by realistic collection odds. The honest comparison.

What to do with your result

  1. Step 01

    Read your first read

    Every tool returns a private partial result so you can start thinking clearly.

  2. Step 02

    Download your private PDF

    Enter your email — the diagnostic downloads instantly. Yours to save, print, or share with your accountant.

  3. Step 03

    Come back when you're ready

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When you're ready to go deeper, David is here.