Where most value is won — or quietly lost.
Headline price is the part of the deal that gets the press. Structure is the part that determines what actually arrives in your bank account, when, and on what terms. Novastrone designs deal structures that align incentives, manage tax, and protect your interests well past the closing date.
What we do.
Independent, commercial structuring advice — not template terms recycled from someone else's deal. Coordinated with your tax and legal advisors so the structure works in practice, not just on paper.
- Capital stack design. Equity, debt, vendor finance, mezzanine — structured for the deal at hand.
- Earn-outs & deferred consideration. Achievable, defendable, and aligned with what actually drives the business.
- Rollover equity & founder equity. When staying in matters as much as cashing out.
- Vendor finance arrangements. Bridging valuation gaps and supporting outcomes on both sides.
- Tax-efficient structuring. Structuring for after-tax outcome, not headline number — in coordination with your tax advisors.
- Alignment & protection mechanisms. Earn-out protections, drag/tag rights, governance terms, anti-dilution.
Structure is what determines what actually arrives in your bank account — when, and on what terms.” The structure principle
Sellers, buyers, and owners with complex consideration.
Sellers being offered structured consideration who need it pressure-tested. Buyers building deals that need creative structure to bridge price gaps. Owners doing partial exits, recapitalisations, or management buy-ins and buy-outs.
What you can expect. Independent, commercial structuring advice — not template terms. A clear view of how each lever — earn-out, rollover, vendor finance, tax — interacts with the others, and what your real after-tax outcome looks like under each scenario.
Start a confidential conversation.
Whether you've been offered structured consideration, or you're trying to design one — a confidential first call is the right place to begin.
Request a confidential consultation