When selling your staffing agency, the total price is only part of the story. How that price is paid — and when — can dramatically affect your outcome. Deal structure determines how much cash you receive upfront, what risks you carry after closing, and how your tax situation plays out. Understanding your options helps you negotiate terms that fit your goals.
Common Deal Structures Explained
All-Cash at Closing You receive the full purchase price when the deal closes. This is the simplest and cleanest option, but not always offered — especially in larger or more complex deals.
Earn-Outs A portion of the sale price is paid later, based on your agency’s performance after the sale.
Example: You receive $1M at closing, plus $500K if revenue hits a target over the next 12 months.
Risk: If targets aren’t met, you may not receive the full amount.
Tip: Make sure performance metrics are clear, achievable, and not subject to buyer manipulation.
Seller Financing You agree to let the buyer pay part of the price over time, like a loan.
Example: $1M at closing, $250K paid over 3 years with interest.
Benefit: Can increase buyer pool and total price.
Risk: You carry credit risk if the buyer struggles to pay.
Equity Rollovers You keep a minority stake in the business after the sale.
Common in private equity deals.
Benefit: Potential upside if the business grows.
Risk: Less control and delayed liquidity.
Financing Sources Buyers May Use
SBA Loans Government-backed loans that help buyers fund acquisitions.
Often used in deals under $5M.
Requires clean financials and strong documentation.
Private Equity Investment firms looking for scalable, profitable businesses.
May offer higher prices but expect strong performance and growth potential.
Strategic Buyers Competitors or larger firms expanding into your niche.
Often fund deals with internal capital or bank financing.
May value synergies and client overlap more than raw financials.
Tax Implications
Asset sales vs. stock sales affect how proceeds are taxed.
Earn-outs and seller financing may spread tax liability over time.
Always consult a CPA before finalizing deal terms.
Your Next Step
Decide what matters most: upfront cash, long-term upside, or a clean exit.
Review deal structures with your broker and CPA.
Be ready to compare offers not just on price, but on risk and timing.
At SAB, we help staffing agency owners facilitate deal structures and negotiate terms that match their financial goals. Whether you’re seeking a full cash exit or open to creative financing, we connect you with qualified buyers whose acquisition strategies align with your agency’s strengths — and we guide you through every step of the negotiation.
Next in our series → Closing the Deal
