How to Use “Deal Math” to Get What You Really Want

It’s Not About the Sale Price. It’s About the Math That Gets You There.

You’ve probably got a number in your head:

“$5 million and I’m out.”

Or, “If I can just sell for $3M, I’ll retire happy.”

But here’s the truth most owners miss:

Valuation isn’t the only number that matters.

How the deal is structured — earnouts, holdbacks, taxes, debt payoff, and even timing — determines what you actually walk away with.

The Smart Seller’s Move: Reverse-Engineer Your Deal

Instead of obsessing over top-line price, work backwards:

Ask yourself:

• How much do I want to take home after taxes and fees?
• When do I need that money? Upfront, or am I okay with installments?
• What risks am I willing (or not willing) to take on post-sale?
• Am I willing to stay involved for a transition, or do I want a clean break?

Once you know your ideal outcome, you can evaluate — or structure — deals that actually match it.

Simple “Deal Math” Example

Let’s say you get a $5M offer. Sounds great, right?

But…

• $500k in taxes
• $300k to pay off loans
• $200k holdback
• $1M tied to earnout over 2 years

Your real take-home today? Maybe $3M — and the rest is at risk.

But if your real goal was $3.5M upfront with no strings?

You might be better off accepting a lower headline price with cleaner terms.

One Smart Move You Can Make Today

Open a blank doc and write this sentence:

“I would feel great selling if I walked away with $____ in cash by ____ date.”

Then ask:

• What deal structures would give me that?
• What kinds of buyers would be open to that?
• What would I need to clean up in my business to get there?

This is how real sellers take control of their exit.

Want a step-by-step way to build a deal that actually serves you?

Download the free Exit Toolkit — and learn how to prep your business and structure your deal to walk away with what you really want.