$8.5k MRR SaaS, 4 years old, retention 94% rolling 12. Buyer is asking for $80k cash + $40k earnout tied to retained MRR at month 6.
I want all-cash. They’re saying earnout signals confidence and is "standard". My gut says it’s a discount disguised as risk-share.
What’s a fair counter? Considering: (a) all cash at $108k, (b) cash + 3-mo simple holdback, (c) cash + reverse-earnout (I pay back if retention drops). Anyone closed something similar recently?
flipgod · 2h