At first glance it is tempting to equate exit success with the headline valuation. However, headline numbers can be misleading. The actual value realised by founders and stakeholders depends on how the deal is structured, the certainty of cash flows and the obligations retained after the transaction.

For example, a transaction that promises a high upfront valuation but includes substantial earn-outs or contingent payments may carry significant risk. Conversely, a slightly lower-priced deal with immediate cash, favourable terms and minimal post-sale obligations may ultimately deliver superior net value.

Deal structure matters enormously in shaping perceived and realised value. Key elements include:

Upfront cash versus deferred payments: How much of the consideration is received immediately versus over time or tied to performance milestones?

Rollover equity: Are founders or employees retaining an equity stake in the new entity, allowing them to participate in future upside?

Earn-outs and performance-based adjustments: Are payments contingent on future metrics such as revenue, EBITDA or customer retention?

Liabilities and indemnities: What post-transaction obligations or warranties must the seller assume, and how do these affect risk?

Attention to these elements allows founders to optimise both the certainty and timing of value realisation. Structuring deals strategically can sometimes add more value than negotiating an extra few percentage points on the headline valuation.