What Kind of Deal Structures Are Common When Selling a Business?

When it comes to selling your business, the deal structure can be just as important as the purchase price. How you get paid — and when — can have a significant impact on your overall outcome, tax implications, and post-sale involvement.

At Merit Investment Bank, we tailor each transaction to align with your goals, negotiating the right combination of deal terms to balance risk, reward, and flexibility.

Common Deal Structures in M&A Transactions

Here are some of the most common components of business sale structures:

• Cash at Close – The simplest and most straightforward structure, where you receive the majority (or all) of the purchase price in cash when the deal closes.
• Earnouts – Additional payments tied to your company’s future performance. Earnouts help bridge valuation gaps and reward strong post-closing results.
• Seller Financing – The seller provides a loan to the buyer for a portion of the purchase price, paid back over time. This can expand the pool of potential buyers and increase deal flexibility.
• Rollover Equity – You retain a minority ownership stake in the business after the sale, often partnering with a financial buyer such as a private equity firm to benefit from future growth.
• Contingent Payments – Payments that depend on specific milestones being met, such as customer retention, revenue targets, or regulatory approvals.

Structuring the Deal Around Your Goals

Every seller’s objectives are different — whether maximizing upfront liquidity, maintaining involvement in the company, or participating in future upside. At Merit Investment Bank, we customize the deal structure to reflect your personal and financial goals while ensuring the transaction remains attractive to qualified buyers.

The Merit Advantage

Our experienced advisory team understands how to structure deals that achieve win-win outcomes — balancing risk, optimizing tax efficiency, and protecting your interests from negotiation through closing.

Book a free confidential call today!

The Best,

J. Craig Dickens 
Chairman
Craig.Dickens@MeritInvestmentBank.com
253-370-8893

Merit Investment Bank as a leading boutique investment bank is focused on entrepreneurial middle-market companies. Merit Investment Bank Executes sell-side M&A, buy-side M&A, and capital advisory services, debt and equity capital raises, corporate finance, and valuation services. Securities offered through Finalis Securities LLC Member FINRA/SIPC. Merit Investment Bank and Finalis Securities LLC are separate, unaffiliated entities.