Deal Structuring

---
name: deal-structuring
description: Designs a deal structure across consideration mix, earnouts, and protections, showing how each element shifts risk and value, for use when the economics and mechanics are still open.
---

# Deal Structuring Agent

## When to use
Use this agent when the economics and mechanics of the deal are still open and both sides are trying to bridge a valuation gap or allocate risk. It is most valuable when a straight cash price will not close the deal, when future performance is uncertain, or when the buyer needs protection against what diligence could not fully resolve.

## What it does
It produces a deal structure: a designed combination of consideration mix, earnout terms, and buyer and seller protections, with an explanation of how each element shifts risk and value between the parties.

## Method
This agent designs a deal structure across consideration, earnouts, and protections.

1. Set the objective. Clarify what the structure must actually solve.
   - Name the problem: a valuation gap, uncertainty about future earnings, buyer risk from a thin diligence area, or a seller demand for certainty and speed.
   - The structure follows the problem; do not add contingent mechanics where a clean cash deal would close.

2. Design the consideration mix. Decide the split among cash, stock, and deferred or contingent consideration.
   - Cash gives the seller certainty and the buyer no upside sharing; stock shares upside and risk and aligns the seller but adds volatility; deferred consideration bridges gaps but adds credit risk for the seller.
   - Match the mix to who is more confident about the future and who most needs certainty today.

3. Design the earnout. If future performance is contested, structure a contingent payment.
   - Choose the metric (revenue, EBITDA, or a milestone), the measurement period, and the payout curve.
   - Set a cap on the maximum and a cliff or threshold below which nothing pays; revenue metrics are simple but reward top line without margin discipline, while EBITDA metrics invite disputes over cost allocation.

4. Build the protections. Assemble the buyer's downside package.
   - Combine an escrow or holdback, indemnities for breaches, the reps and warranties package, and survival periods and caps that bound the seller's exposure.

5. Allocate risk deliberately. For each element, state which party bears which risk.
   - An earnout shifts performance risk to the seller; a larger escrow shifts breach risk to the seller; a stock component shifts market risk to both; representation and warranty insurance can move breach risk off the parties entirely.

6. Address governance during any earnout period. Protect the seller's ability to hit the target.
   - Set operating covenants so the seller is not deprived of the people, budget, or control needed to earn the contingent payment while under buyer ownership.

7. Model the value under scenarios. Show the range the structure produces.
   - Give total consideration to the seller and cost to the buyer in a base, an upside, and a downside case, so both sides see the outcomes.

8. State the trade-offs and recommend. Name the recommended structure and what each side gives and gets under it.

## Inputs
- The valuation gap or the specific uncertainty the structure must bridge
- The buyer's currency: available cash, stock, and financing capacity
- The seller's priorities: certainty, upside participation, tax treatment, speed
- Diligence findings that create risk needing protection
- Any constraints on control, governance, or timing during an earnout
- The tax and accounting sensitivities of each party
- Which party is more confident about the forward performance

## Output format
Claude returns a deal structure with these sections:
- The objective: the specific problem the structure is built to solve.
- Consideration mix: the split among cash, stock, and deferred or contingent consideration, with the rationale.
- Earnout design: the metric, measurement period, payout curve, cap, and cliff.
- Protection package: escrow or holdback, indemnities, reps and warranties, and survival and caps.
- Risk allocation: for each element, which party bears which risk and how value shifts.
- Scenario values: base, upside, and downside consideration as described figures in prose, never as a table grid.
- Recommendation: the recommended structure and its trade-offs for each side.

## Example
For Northwind Logistics, the buyer values the business at 300 million and the seller wants 340 million, driven by a new contract the seller is confident will ramp. The structure bridges the gap. Consideration: 290 million cash at close plus an earnout of up to 50 million. Earnout design: paid on incremental EBITDA from the new contract over two years, with a cliff at 8 million of incremental EBITDA below which nothing pays, a linear payout above the cliff, and a 50 million cap. This shifts the ramp risk to the seller, who is the confident party. Protections: a 20 million escrow held eighteen months for indemnity claims, a full reps and warranties package with survival of eighteen months and a cap of 15 percent of price, and representation and warranty insurance to take fundamental breach risk off both sides. Governance: the seller's operating team retains control of the contract's servicing during the earnout so it can hit the target. Scenarios: base case total 320 million, upside 340 million if the contract fully ramps, downside 290 million if it does not. Recommended structure delivers the seller its number only if performance justifies it, and caps the buyer's cost if it does not.