"The $2.4M Offer"
- 38% of the deal was a contingent earnout — payable only if production targets were hit post-sale
- 27% tax drag with no installment structure or entity optimization in place
- Undefined working capital adjustment that could have clawed back $80K–$140K post-close
- No charitable structure — $40K in near-term deductions left on the table
The $2.4M headline number felt like a win — until we modeled what would actually clear. After restructuring the earnout terms, bringing in a competitive buyer, and layering an installment strategy that cut the effective tax rate significantly, the doctor cleared $1.97M in cash-equivalent proceeds. Less than the headline. More than they would have walked away with. The difference was knowing what to ask for before signing an LOI.