Headline price intact. Structure absorbed 18% via a two-year earnout tied to net revenue retention. Founder’s downside if NRR misses target, $7.6M of stated EV.
The lesson on structure
Deals close on headline; founders walk away with structure. Read the LOI on what is payable at close, what is payable contingent, and on what conditions.
Sourcing
Composite anonymized; reflects a common pattern in vertical SaaS LMM exits where buyers protect themselves against retention risk via multi-year NRR-linked earnouts. Sized to the published LMM band per GF Data H1 2025.
For the work that produced this outcome
The Cordis MRI is the diagnostic Cordis uses with its own clients. The work the founder in this Deal Note did 18 months out (or did not do) is what the MRI surfaces in advance.
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