Is this acquisition offer fair?
A Series B founder forwarded an unsolicited term sheet at 11pm and asked one question: take it, or walk? An acquisition offer is rarely as clean as the headline number. Alfred started where a good board would — by separating the price from the structure: how much is real cash at close versus earn-out, what the liquidation preference does to the founder's own payout, and what the multiple actually implies against the company's forward revenue. The job was to give the founder a defensible answer before emotion or deadline pressure made the call for them.
The situation
The strategic acquirer led with a number that looked generous against the last priced round — but more than half of it sat in a two-year earn-out tied to targets the acquirer controlled. Alfred modeled the deal three ways: cash-at-close only, base-case earn-out, and the downside where the targets slip. On a pure cash basis, the offer landed below a credible 18-month organic path, and the preference stack meant the founder personally cleared less than the headline implied.
Alfred's counsel was not "yes" or "no" but a walk-away point: the founder went back with a higher cash-at-close floor and a shorter earn-out. The acquirer moved on cash; the founder kept optionality and a board decision they could defend either way.
