The Sell Side Masterclass for Tech Services Founders: Deal Structure 101

The Sell Side Masterclass for Tech Services Founders: Deal Structure 101

From Shoot the Moon with Revenue Rocket by Revenue Rocket Consulting Group

February 11, 2026 · 37 min · Episode 244

About this episode

Ryan and Mike discuss the importance of deal structure in tech services sales, focusing on various financial terms and their implications for sellers.

Ryan and Mike unpack deal structure and why the terms behind the headline price can matter just as much as valuation. They explain how cash at close, earnouts, seller notes, and rollover equity work, along with the risks and upside each can create for a seller. They also highlight working capital as a commonly overlooked lever that can materially impact what sellers take home at close.

People in this episode

Host: Mike

Topics covered

  • deal structure
  • valuation
  • cash at close
  • earnouts
  • seller notes
  • rollover equity
  • working capital

Keywords

  • tech services
  • founders
  • financial terms
  • risks
  • upside

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