Split a purchase price into what is collected at close, what a seller note pays monthly, and what an earnout adds only if it triggers.
The note principal and the earnout together are not collected at close. Both depend on the business continuing to perform under the new owner. If revenue drops enough that the buyer stops paying the note or the earnout trigger is never met, this amount is what does not get collected.
Nothing here is a guaranteed amount. The note payment assumes the buyer pays on schedule for the full term, and the earnout assumes its trigger is met. Neither is certain, which is why the risk figure above is shown separately rather than folded into the total.
A larger headline price built on a bigger note and a bigger earnout can collect less in practice than a smaller price paid mostly in cash. The number that matters is what is actually collected, not what the contract states.
It does not tell you whether a note or an earnout is the right structure for your business, and it is not an offer or a broker's opinion of value. It shows the arithmetic behind a structure once you have the numbers in front of you.