# Separate Upfront Exit Cash From Bonus

Source: https://ivankamenken.com/upfront-exit-cash-bonus · Last updated 28 October 2026

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 price is moving into the future

- You are treating post-close payments as certain when they are not.
- Your exit conversation keeps moving cash into the future.
- You have no written test for upfront versus bonus.

**THE CLIENT AND THE MOMENT:** 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.

### 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

## 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.

## 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.

## 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: 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.

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.

It replaces negotiating the headline price alone, and the habit of counting an earn-out as if it were already in the bank.

### What goes on the page

1. Cash at close: what is paid on completion, and nothing else
2. Bonus: every earn-out or payment that depends on what happens after close
3. The line: the share of the price that must be cash at close, 80% in the example
4. The walk-away: what you will not accept, written before the next round
5. The decision: one of the three big decisions of the advisory year

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.

## 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 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?

### THE FOUR-STEP LOOP

1. The one thing: The exit conversation and the term sheet in front of you.
2. The numbers: Cash at close against every payment after it, as shares of the price.
3. The story: Why the earn-out feels certain, and what you fear saying no will cost.
4. The commitment: The line and the walk-away point, written before the next round.

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.

## 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 engagement is the container: 12 months, 24 fortnightly 90-minute 1:1 sessions and three Clarity Days.

## 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 fits, and who does not

### 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.

### Investment

**AUD $5,000 per month ex GST, 12 months.** 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.

Included:

- 24 fortnightly 90-minute 1:1 sessions
- Three Clarity Days
- The monthly five-number scorecard
- Short messages between sessions

- [Apply for Private Advisory, AUD $5,000/mo, 12 months](mailto:ivanka@ivankamenken.com?subject=Private%20Advisory%20application)
- [Book a 20-minute intro call](https://theartofservice.zohobookings.com.au/?utm_source=ivankamenken&utm_medium=showcase&utm_campaign=upfront-exit-cash-bonus#/15606000001356030)
- [See the Private Advisory programme](https://ivankamenken.com/private-advisory)

## Questions about 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.

- [Apply for Private Advisory, AUD $5,000/mo, 12 months](mailto:ivanka@ivankamenken.com?subject=Private%20Advisory%20application)
- [Book a 20-minute intro call](https://theartofservice.zohobookings.com.au/?utm_source=ivankamenken&utm_medium=showcase&utm_campaign=upfront-exit-cash-bonus#/15606000001356030)
- [See the Private Advisory programme](https://ivankamenken.com/private-advisory)
- [Ask for a buyer deposit before the data room](https://ivankamenken.com/escrow-deposit-gate)
- [Make the earn-out depend on retention](https://ivankamenken.com/retention-earn-out-lens)
- [The Builder Meeting Rhythm](https://ivankamenken.com/builder-meeting-rhythm)
- [Can this decision be undone?](https://ivankamenken.com/two-way-door-classifier)
- [The money and clarity scorecard](https://ivankamenken.com/scorecard)

- Every way to work with Ivanka: https://ivankamenken.com/work-with-ivanka