Earn-outs, Seller Notes and Escrow: Structuring Your First Acquisition

All-cash at close

The simplest structure and the one sellers like most. It also puts all post-close risk on the buyer. Expect to get a better price if you can offer certainty, but only use it when diligence is clean and the business is not owner-dependent.

Seller notes

The seller finances part of the price (often 10–30%), repaid over 12–36 months. It reduces the cash you need and keeps the seller invested in a smooth handover. Secure it against the business assets and tie it to clear transition obligations.

Earn-outs

Part of the price is paid only if the business hits agreed targets after close. Earn-outs bridge valuation gaps, especially for fast-growing or volatile brands. Define the metric precisely (revenue is easier to measure than profit), cap the period, and agree who controls marketing spend during it.

Escrow and asset transfer

Use a licensed escrow service for funds. Hold back a portion until key assets have moved: domain, store, ad accounts, supplier relationships, email lists and social handles. A written transfer checklist with sign-offs prevents most post-close disputes.

Trend Hijacking structures, negotiates and manages this process for buyers from letter of intent to final handover.