Interactive resource · Transaction structure
See the deal behind the headline price.
Two offers can carry the same price and very different certainty. Model when money moves, which consideration is deferred, and where the seller still carries performance or repayment risk.
No emailVisible assumptionsNo claim of guaranteed payment
Consideration mapStructure totals 100%
HEADLINE PRICE$2,000,000
Transaction picture
Price, timing and certainty—kept separate.
A dollar paid at closing is not economically identical to a contingent dollar years later. This view does not discount future payments; it makes their timing and conditions visible.
Cash component plus a positive working-capital adjustment.
After the modeled fee, seller expenses and negative working-capital adjustment.
Holdback plus seller-note principal.
Earnout; not treated as guaranteed proceeds.
Credited to closing cash.
Subject to closing conditions.
Only if release conditions are satisfied.
Repayment and performance periods.
Seller exposure
How much value remains outside closing?
Buyer commitment
What must be funded—and when?
Certainty has value
Do not read the headline price without reading its composition.
Cash at close provides the clearest certainty. A holdback remains subject to release mechanics. A seller note exchanges part of the price for the buyer's future repayment obligation. An earnout depends on precisely drafted performance measures and post-closing conduct.
This tool preserves those differences instead of blending everything into one impressive number. It also shows the success fee on the total transaction value as a closing deduction, consistent with BrokerAccord's stated fee model.
Drafting discipline
Every deferred dollar needs a defined route.
Holdback release conditions, note repayment dates and earnout definitions should be resolved in the transaction documents—not inferred from a calculator. Working capital, inventory, expenses and taxes can also change the money that reaches either party.
Use this studio to compare structures before counsel converts a commercial agreement into definitive documents. It is a discussion model, not an offer, LOI, contract, escrow instruction or prediction of collectability.
Methodology · BA-DS 1.0
The math stays visible.
Allocate headline consideration
Cash, holdback, note and earnout percentages must total 100% before the scenario is complete.
Separate closing from later receipts
The deposit is credited to cash at close; it is never added to the agreed price.
Show deductions explicitly
The modeled success fee, seller expenses and working-capital adjustment remain visible.
Do not guarantee the tail
Note interest is shown separately and earnout consideration remains explicitly contingent.
Important: This educational model is not legal, tax, accounting or investment advice; an offer; an LOI; a definitive agreement; or an escrow instruction. Deferred and contingent amounts may never be received. Transaction counsel and tax advisers should draft and review the actual structure.
Continue your analysis
Connect structure to quality and transferability.
Test the underlying business before negotiating how its price should be paid.