Posts by Elesha

A staged sale transfers a majority now and buys the rest later, at a price struck at that time. It is two deals, and you will have less leverage in the second than you have today. What has to be nailed down before you sign the first one.

A holdback keeps part of the price back against risks both sides have already identified. It is the narrowest of the five structures and the one most sellers accept without argument. The question is not whether to have one. It is what it covers, how much, how long, where the money sits, and what has to happen for it to come back.

You keep a slice of the equity and get paid again when the buyer exits. The upside is real. It is also now someone else’s upside to deliver. A retained stake leaves you holding a minority position, commonly ten to forty per cent, cashed out when the buyer sells.

The price is agreed and nothing depends on performance. You have lent the buyer the last slice of it, and everything turns on whether they can pay you back. Where the earn-out asks you to prove the future, the vendor loan asks you to wait for it.

When a buyer’s price and a seller’s value won’t meet, the gap is usually about risk, not worth. Five deal structures can close it, starting with the earn-out.

If you own a private business and expect its sale to fund your retirement, this affects you directly —
and the most valuable thing you can do about it has a deadline.

Most founders planning a business transition share a quiet assumption: when I am ready, the market will be too. Two forces are making that assumption more expensive to hold. AI is reshaping what buyers will pay. Geopolitical disruption is reshaping when they will act. The founders who come out ahead were ready before either arrived.

Most owners start preparing too late. By the time the gaps are visible, it almost always takes significantly longer than expected to close them, and buyers will price every unresolved issue as risk.