Keystone · Valuation & M&A
M&A Deal Structure Simulator
Compare full sale, majority sale, minority investment and earn-out structures on a transparent transaction waterfall.
In short: Deal consideration typically splits into cash at closing, contingent earn-outs and retained rollover equity. The structure changes certainty of proceeds, alignment and risk — not just the headline price.
Deal parameters
Equity value
₹8.00 Cr
EV − net debt
Cash at closing
₹5.60 Cr
Net to seller (expected)
₹6.51 Cr
Excludes taxes
Transaction waterfall
- Equity value (EV − net debt)
- ₹8,00,00,000
- Stake value (100%)
- ₹8,00,00,000
- Cash at closing (70%)
- ₹5,60,00,000
- Earn-out potential (20%)
- ₹1,60,00,000
- Expected earn-out (60% achieved)
- ₹96,00,000
- Rollover equity retained (10%)
- ₹80,00,000
- Transaction fees
- ₹5,00,000
- Net to seller — if no earn-out paid
- ₹5,55,00,000
- Net to seller — expected case
- ₹6,51,00,000
- • Taxes are not modelled; capital gains and other taxes depend on jurisdiction and structure.
- • Contingent consideration depends on agreed performance conditions being met.
Worked example
At ₹10 Cr EV, ₹2 Cr net debt and a 100% stake sale structured as 70% cash / 20% earn-out / 10% rollover with 60% expected achievement: cash at closing is ₹5.6 Cr and the expected earn-out adds ₹96 lakh.
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Discuss your transaction strategy
Estimates are indicative. A Keystone advisor can review your specific position.
What is rollover equity?
Part of your stake value retained as ownership in the continuing entity or acquirer — sharing in future upside but deferring proceeds.
How are earn-outs enforced?
Through agreed performance metrics, measurement periods and dispute mechanisms in the transaction documents — get legal advice.
This tool provides indicative estimates for education and planning only. It is not investment advice, a fairness opinion, a tax computation, a financing offer or a regulatory determination. Consult a qualified advisor before acting on any result.
Service: Investment Banking