Deal Structure
Comparator.
Compare three deal structures side by side — upfront cash, earnout, vendor loan, and equity rollover combinations. See headline vs expected value, net proceeds after French tax (PFU 31.4%), and risk-adjusted outcome for each.
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Enter your deal parameters — all three structures update instantly.
① Deal basics
② Earnout — scenario A
③ Vendor loan — scenario B
Three structures.
One clear comparison.
Headline = stated EV. Expected value = probability-weighted and discounted. Net proceeds = after fees and French PFU 31.4% (flat-rate withholding tax). Numbers update in real time as you adjust inputs above.
Net proceeds waterfall — best structure.
Every deduction shown transparently: from enterprise value to the amount that actually arrives in your account after fees and tax.
The real cost of deferred consideration.
| Dimension | All cash | Earnout (Scenario A) | Vendor loan (Scenario B) |
|---|---|---|---|
| Certainty of proceeds | 100% — cash at completion | — | — |
| Tax treatment (France) | PFU 31.4% on full gain at completion | PFU 31.4% on each payment when received; timing mismatch if buyer disputes | PFU 31.4% on principal recovery + income tax on interest received |
| Management obligation post-close | None — clean break | Must hit targets; buyer controls P&L accounting | None — you are a creditor, not an employee |
| Typical use case | Clean trade-sale to strategic; well-prepared asset with PE bidding | Growth or EBITDA gap between seller and buyer expectations; PE first-time deal | PE LBO where buyer needs to reduce day-1 equity; family transfer with tax efficiency goal |
| Negotiation advice | Push for PE + strategic dual-track to access 10.0× PE bids | Cap at 25–30% of EV; insist on objective KPIs; add acceleration clause on change of control | Rate ≥ 5%; priority charge on assets; max 36 months; bullet or amortising; acceleration on default |
Numbers are only the starting point.
The right deal structure depends on tax optimisation, buyer appetite, management's post-close role, and the strength of the protection package. Value Bridge Partners works these negotiations from the seller's side — aligning structure, documentation, and buyer competition to maximise what arrives in your account.
Free. No pitch. We tell you what we'd do in your position.
⚠ This tool is for illustrative purposes only and does not constitute financial, legal or tax advice. Tax calculations assume French PFU (Prélèvement Forfaitaire Unique) 31.4% flat rate. Individual tax situations vary — consult your tax adviser before any transaction. © 2026 Value Bridge Partners.