Deal Scenarios
Structures, not valuations. Cash against contingent consideration, and what each shape obliges the founder to. No tax figures — this system gives no tax advice.
Arcadia IOI as written
Cash at close plus an ARR-hurdle earnout on Arcadia's definition. Our plan clears the pro-rata floor but not the full hurdle.
Probability
35%
Risk
35
Time to close
120d
Founder obligations
24 months leading the business unit; 3-year non-compete
Arcadia — countered
Hurdle lowered to $8.0M and $1M moved from earnout to cash. The structure we are asking for on the LOI call.
Probability
30%
Risk
30
Time to close
115d
Founder obligations
24 months; 3-year non-compete
Lakeshore all-cash at the top of range
$24M all cash with a retention covenant on the top twenty dealers. Slowest to close; simplest to bank.
Probability
10%
Risk
40
Time to close
150d
Founder obligations
Retention covenant — founder stays through the 12-month measurement window
Solstice recapitalisation
Sponsor majority recap with 25% founder rollover into a platform. Lower proceeds today, a second bite in four to five years.
Probability
5%
Risk
55
Time to close
140d
Founder obligations
CEO of the platform for at least 3 years
Vantage IOI as written
Mixed consideration with listed stock and integration-milestone earnout. Stock carries market risk with no collar.
Probability
20%
Risk
45
Time to close
110d
Founder obligations
18 months as VP; 2-year non-compete