The FNDRS Playbook · PB13 · Structure
Headline vs. take-home
Two offers with the same headline can differ by millions in what you keep.
The idea
Two offers with the same headline can differ by millions in what you keep.
Enterprise value is the number in the press release. Net proceeds is the number in your account. Between them sit debt, transaction fees, working capital adjustments, escrow, seller notes, earn-outs, rollover equity, and tax.
Comparing offers on the headline is how founders choose the wrong one.
The element behind it
Tax is one of the layers between the headline and what you keep. The strategy starts years before an offer, while the structure can still change.
Nick Long CEO and co-founder
Timing
The time to start the conversation is now
How far out you feel is not the signal. Buyers read the trailing numbers, so time before a sale is room to move them, not a waiting room. A founder with a number in mind may reach it in one sale or in two: a majority stake now, with equity rolled into the buyer’s company for a second sale later. The sale itself, once you sign, runs in four phases.
Read the exit timing windowFour phases, for a company that is ready. The conversation can start any time before.
The figure
Two offers, headline to cash
| Line | Offer A | Offer B |
|---|---|---|
| Enterprise value (the headline) | $20,000,000 | $18,500,000 |
| Debt repaid at close | −$1,500,000 | −$1,500,000 |
| Transaction fees | −$1,000,000 | −$950,000 |
| Working capital adjustment | −$400,000 | $0 (peg agreed at the seller’s number) |
| Held in escrow, 12 to 18 months | −$1,500,000 | −$500,000 |
| Seller note, paid over 3 to 5 years | −$3,000,000 | $0 |
| Earn-out, at risk | −$4,000,000 | −$1,000,000 |
| Rollover equity, illiquid | $0 | −$3,000,000 |
| Cash at close, before tax | $8,600,000 | $11,550,000 |
| Estimated tax | −$2,000,000 | −$2,600,000 |
| Cash at close, after tax | $6,600,000 | $8,950,000 |
| Deferred and contingent, which may or may not arrive | $8,500,000 | $1,500,000 |
| Rollover, future value uncertain | $0 | $3,000,000 |
How to read it
Two offers walked from the headline price down to cash in hand, line by line. The offer with the higher headline delivers less at close because more of it is deferred, contingent, or held back.
You sell once. They buy for a living.
Every sale of a founder-led business is a negotiation between a first-timer and a professional. Each chapter of the playbook closes part of that gap.
Read the asymmetryWhat you keep.
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