Deal Defense Engine

LOI & Term Sheet Evaluator

Benchmark headline purchase price against net guaranteed cash-at-close, calculate earnout haircuts, and identify aggressive buyer re-trade traps.

Offer terms

Model the economics exactly as presented.

01Financial baseline context

TTM ARR / Revenue

$1,500,000 USD

TTM Normalized EBITDA

$350,000 USD

02Core deal structure

Headline Enterprise Value

$5,000,000 USD

Cash at Close70% · $3.50M

0%100%

Escrow / Indemnity Holdback10% · $500K

0%100%

Escrow Release Duration

03Contingent consideration & debt

Earnout Amount

$1,000,000 USD

Earnout Duration

Earnout Performance Peg

Modeled at 80% realization probability.

Seller Note / Rollover Equity

$500,000 USD

Seller Note Interest Rate

% APR

04Exclusivity & due diligence terms

Exclusivity / No-Shop Window

days

Working Capital Target / Peg

$100,000 USD

Break-Up / Termination Fee Included?

Protects seller costs if the buyer withdraws.

Card A

Headline vs. Guaranteed Cash

Headline Enterprise Value$5.00M

Guaranteed Cash-at-Close$2.90M

At-Risk Contingent Capital$2.10M

Implied headline multiple

3.33× ARR

Guaranteed multiple

1.93× ARR

Risk-adjusted realizable value$4.65M

Card B

Deal Risk & Re-Trade Vulnerability

45 / 100

Moderate Risk / Standard Mid-Market Terms

LowModerateHigh

Exclusivity of 60 days gives the buyer excessive leverage to stall diligence and re-trade price right before closing.

No termination fee is included, so the seller bears the buyer's optionality and sunk transaction costs.

Card C

The Counter-Offer Playbook

1Shorten exclusivity from 60 days to 30 days, with a 15-day extension tied strictly to final loan or QoE approval.
2Define the $1.00M revenue earnout using a fixed accounting policy, monthly reporting rights, and acceleration upon resale or termination without cause.
3Require the $500K escrow to sit with an independent third-party bank, with specific claim limits and automatic release after 12 months.

Decision support only. Review definitive terms with qualified M&A counsel and tax advisors.