Deal Structures in CEE: Majority, Minority and Earn-Out Mechanisms

Not every deal is a 100% cash purchase. In the CEE lower mid-market, structure often decides whether a deal happens at all — and how the interests of buyer and owner are reconciled.

1. Full buyout (100%)

The simplest structure: the buyer acquires all shares, the owner exits. Suits when there's a management team able to take over, or the buyer has an operator. Often with a transition period to hand over knowledge.

2. Majority stake with owner rollover

The buyer acquires a majority (e.g. 60–80%), the owner keeps a stake and stays in management. It aligns interests: the owner participates in further value creation (a "second bite"), the buyer retains the experience.

3. Minority / growth investment

The owner sells a minority, gets capital for growth and partial liquidity, but keeps control. Suits growing businesses that need capital while the owner isn't ready to leave.

4. Earn-out and vendor loan: bridging the valuation gap

When buyer and seller disagree on price, an earn-out ties part of the price to future results, and a vendor loan defers part of the payment. Both reduce buyer risk and keep the owner engaged.

FAQ

What is an earn-out in a deal?

A mechanism where part of the sale price is paid later, contingent on the company's future results — bridging the price gap between buyer and seller.

Can I sell only part of my business?

Yes. Majority or minority sales are common in CEE — the owner gets capital and partial liquidity but stays in the business.