Episode 22: Sell Side Short on Cash, Seller Notes & Earn-Outs

In this Sell Side Shorts episode, we break down the real mechanics behind how small-to-mid-sized businesses are bought and sold beyond the simple “cash at close” model everyone thinks of.

Michael walks through common deal structures, including:

• 💵 Cash at Close — the straightforward “check at closing” approach

• 🧾 Seller Notes — when sellers effectively finance part of the deal to bridge valuation or risk

• 📈 Earn-Outs — tying a seller’s payout to the future performance of the business

You'll hear why these structures exist, how they allocate risk between buyer and seller, and the tax implications sellers should understand when evaluating their sale options.

Whether you're considering selling your company or just want to understand how deals actually get done in the real world, this episode gives a clear, concise look at modern transaction strategies.