INSIDE PRIVATE ADVISORY
Separate Upfront Exit Cash From Bonus
An example, not a client story.
The Upfront Deal Test is a one-page line between cash at close and every payment after it, used by Ivanka Menken inside Private Advisory, a 12-month engagement at AUD $5,000 per month ex GST. You are in an exit conversation and the buyer keeps moving more of the price into a post-close earn-out while you nod along. You write the line: in the example, 80% upfront is the number that counts, and everything after close is bonus. Ivanka does not value the business.
The Upfront Deal Test is a tool inside the engagement, not a separate product.
AN EXAMPLE DEAL
One line between the cash you count and the rest.
- CASH AT CLOSEpaid on completion, the number that counts80%
- AFTER CLOSEearn-out and deferred paymentsBonus
THE RULE
“Decide on the cash at close.”
An example, not a valuation or financial advice.
SOUND FAMILIAR?
The price is moving into the future
- 01You are treating post-close payments as certain when they are not.
- 02Your exit conversation keeps moving cash into the future.
- 03You have no written test for upfront versus bonus.
THE TERM SHEET, AS IT STANDS
- Headline price: unchanged
- Cash at close: smaller each round
- Earn-out after close: larger each round
- Line between the two: not written
- What would make you walk: not decided
An example. The total looks the same each round. The cash at close does not.
THE EXAMPLE CASE
One term sheet, read three ways
An example, not a client story.
01
THE CLIENT AND THE MOMENT
The price slides into the future
A founder is negotiating the sale of the business, with an earn-out on the table. The founder talks about the post-close payment as the main number. Each round, the buyer moves a little more of the price into the future, and the founder agrees, because the total still looks the same. The founder came for help when the cash at close started to feel thin.
02
WHAT THEY HAD TRIED
Arguing for a higher headline price
The obvious fix was to push the headline price up. It did not work. The buyer could agree to a bigger total and still pay less of it at close, by moving the extra into the earn-out. The founder won the argument about the number and lost ground on the part that was actually paid on the day.
03
WHAT IVANKA NOTICED
Every concession felt like the same number
Ivanka noticed there was no written line between the cash at close and anything after it. Without that line, a dollar paid at completion and a dollar promised in two years felt the same to the founder. So every concession on structure looked like no concession at all.
THE DIAGNOSIS AND THE INSIGHT
A deal-structure problem, not a price problem
The founder was negotiating the total. The deal was being decided by its structure: how much is paid at close, and how much depends on what happens after. That needed a written line, set before the next round.
An 80% upfront deal is a discipline about what counts as bonus, not a prediction about the buyer. It does not say the earn-out will fail. It says the founder decides on the cash at close, and anything after close is welcome when it comes.
Count the cash at close. Treat everything after it as bonus.
THE COST OF STAYING STUCK
Without the line, a post-close payment gets counted as if it were cash at close. The buyer can keep moving the price into the future, and the part of the deal you can actually count keeps shrinking while the headline stays the same.
THE TOOL
The Upfront Deal Test
The Upfront Deal Test puts cash at close on one side of the page and every post-close payment on the other, with a written line between them and a walk-away point.
An example deal. Tap a part. Your line and your walk-away point are yours; your adviser checks the terms.
Upfront Deal Test · a framework by Ivanka Menken
What it is
It is a one-page test for an exit conversation. It names what counts as cash at close, what counts as bonus, the line the founder keeps to (80% upfront in the example) and what would make the founder walk away.
What it replaces
It replaces negotiating the headline price alone, and the habit of counting an earn-out as if it were already in the bank.
It sits inside Private Advisory as one of the three big decisions of the year, reviewed in the fortnightly sessions and at a Clarity Day. Ivanka does not value the business or give financial advice; your adviser, accountant and lawyer do that work. No separate checkout.
THE TEST HAS FIVE LINES
- 01Cash at close: what is paid on completion, and nothing else
- 02Bonus: every earn-out or payment that depends on what happens after close
- 03The line: the share of the price that must be cash at close, 80% in the example
- 04The walk-away: what you will not accept, written before the next round
- 05The decision: one of the three big decisions of the advisory year
HOW IVANKA WORKED WITH THEM
Draw the line before the next round
In the example session, the founder brings the latest term sheet. Ivanka puts the 80% upfront on one side of the page and every post-close payment on the other. She asks three questions: what is cash at close, what is bonus, and what would make you walk? The founder writes the Upfront Deal Test and the walk-away point. Before the next session, they take it to their adviser and use it in the next round.
THE UPFRONT DEAL TEST, FILLED IN
- Cash at close
- 80%
- After close
- Bonus
- Counts as bonus
- The earn-out and any deferred payment.
- The walk-away
- Cash at close below the line.
- Checked by
- Your adviser and lawyer, before the next round.
An example. Your line and your terms are yours.
THE FOUR-STEP LOOP
- 1The one thingThe exit conversation and the term sheet in front of you.
- 2The numbersCash at close against every payment after it, as shares of the price.
- 3The storyWhy the earn-out feels certain, and what you fear saying no will cost.
- 4The commitmentThe line and the walk-away point, written before the next round.
THE QUESTIONS
- What is paid on the day of completion?
- What depends on what happens after close?
- What share must be cash at close for you to say yes?
- What would make you walk away?
- Who will check the terms before you sign?
Before the next session, the founder takes the Upfront Deal Test to their adviser and lawyer, then opens the next round from the line, not from the headline price.
WHAT CHANGED
A line the next round starts from
By month 6, the exit conversation has a written line between the number that counts and the earn-out.
NOW
- The post-close payment is treated as the main number.
- The headline price is the only thing argued.
- Every concession on structure feels like nothing.
- There is no written walk-away point.
BY MONTH 6
- An Upfront Deal Test is written for the exit conversation.
- Cash at close and post-close bonus sit on either side of a line.
- The walk-away point is written before each round.
- The exit is one of the three big decisions of the year.
THE 12 MONTHS
- 12 sessions
- 22 sessions
- 32 sessions
- 42 sessions
- 52 sessions
- 6Line in use
- 72 sessions
- 82 sessions
- 92 sessions
- 102 sessions
- 112 sessions
- 122 sessions
The engagement is the container: 12 months, 24 fortnightly 90-minute 1:1 sessions and three Clarity Days.
ILLUSTRATIVE RESULT
In the example, the founder writes an Upfront Deal Test and keeps 80% upfront as the line, with post-close money treated as bonus. The result is a clearer negotiating position and a steadier exit decision, not a valuation or financial advice. Illustrative, not a client result.
WHAT THIS MEANS FOR YOU
The next round is a structure decision
Ivanka Menken built Private Advisory for founders of A$2M to A$10M businesses whose business and decisions have grown past the six-month mentoring programme. She takes two clients at a time, by application.
If a buyer is moving your price into the future, the decision in front of you is where the line sits. Write it, and the walk-away point, before the next round.
“Ivanka is a no fuss, to the point advisor who doesn’t shy away from the tough questions and challenges you on your excuses.”
Business owner
WHO IT IS FOR
It fits
- You run an A$2M to A$10M business and are in an exit conversation.
- Part of the price is offered as an earn-out after close.
- You want a written line before the next round.
- You want a year of advice around the decision, not a one-off fix.
It does not fit
- You want a done-for-you exit or someone to negotiate for you.
- You want a business valuation or financial advice.
- You want a full-time adviser or an interim manager.
- You have already signed the terms.
THE INVESTMENT
AUD $5,000
per month ex GST
12 months · 24 fortnightly sessions and three Clarity Days
The Upfront Deal Test is part of Private Advisory, a 12-month engagement at AUD $5,000 per month ex GST, by application, two clients at a time. It is not sold separately.
- 24 fortnightly 90-minute 1:1 sessions
- Three Clarity Days
- The monthly five-number scorecard
- Short messages between sessions
The Upfront Deal Test is one of the tools inside the engagement. It is not sold separately. Private Advisory is by application, two clients at a time.
FREQUENTLY ASKED
Questions about the Upfront Deal Test
How should I treat an earn-out?
As bonus. In the Upfront Deal Test, an earn-out sits on the post-close side of the line, because it depends on what happens after you sell. You decide on the cash at close and welcome the rest when it comes. Ivanka Menken works the line through with you inside Private Advisory, 12 months at AUD $5,000 per month ex GST.
What counts as a bonus after close?
Any payment that is not made on the day of completion: an earn-out, a deferred payment, or anything that depends on targets or time after the sale. If it can change after you sign, it is bonus. Ivanka Menken uses that test inside Private Advisory, an engagement of 12 months at AUD $5,000 per month ex GST, by application.
Can I ask for more upfront?
You can, and the test tells you what you are asking for: a larger share of the price as cash at close. Ivanka Menken helps you write the line and the walk-away point before the next round, and your adviser and lawyer handle the terms. It is part of Private Advisory, 12 months at AUD $5,000 per month ex GST.
Will Ivanka value my business?
No. Ivanka Menken does not value businesses or give financial, tax or legal advice. Your adviser, accountant and lawyer do that work. In Private Advisory she gives you the thinking partner and the discipline around the decision: the line, the walk-away point and the questions to ask. The engagement runs 12 months at AUD $5,000 per month ex GST.
Write the line before the next round
If a buyer keeps moving your price into the future, start with an application to Private Advisory. The Upfront Deal Test is inside it, and the 20-minute intro call is where you can see whether it fits.
Not a valuation, not financial advice, and not a done-for-you exit.