Is the deal you've been offered actually good for you?
A high headline price means little if most of it is contingent, deferred, or paid back out of the very profits you're handing over. Enter the structure a buyer has pitched and see what you'd really walk away with — and where you're carrying the risk.
The offer on the table
Enter what the buyer has proposed. All figures in AUD.
The big number the buyer is quoting.
Money that actually hits your bank on completion day. This is the only truly certain part.
Enter each as a % of the total price. Leave at 0 if not part of the deal.
Allocated0%
Earn-outs on profit are riskier for you — the buyer controls costs after taking over.
Adjusted profit the business generates each year. Used to test whether it can comfortably cover what the buyer owes you — often seller finance is repaid out of the business you just sold.
—/100
Enter a deal to analyse
Start with the total price and cash percentage.
What makes up your price
Cash nowSeller financeEarn-outEquityDeferred
Cash at close
$—
Certain money
At risk / contingent
$—
May never arrive
Realistic proceeds
$—
Risk-weighted estimate
vs headline
—
Of the quoted price
Can the business pay you back?
—
What this deal is telling you
Before you sign, confirm you have
Security over any seller finance (registered on the PPSR), so you rank as a creditor if the business fails.
A personal guarantee from the buyer on deferred amounts — not just the company.
Earn-out terms you can see and verify — audited figures, defined accounting policies, and protection against the buyer shifting costs or revenue.
A cap on the working-capital adjustment, so your cash at close isn't quietly clawed back.
A restraint / handover period you can actually live with, and clarity on what happens if you're pushed out early.
Don't negotiate this alone.
Buyers structure these deals every week — most sellers do it once. Before you accept, let Berngate pressure-test the terms and negotiate a structure that protects you. It's what we do on the sell side.
