exitlaunch-earnout-mcp

M&A deal structuring toolkit for SMB acquisitions. Model earnouts, seller financing, purchase price allocation, and compare deal structures — all through the Model Context Protocol.

Tools

model_earnout

Model earnout structures with tiered performance targets. Generates scenario analysis across growth rates, calculates effective purchase multiples, and identifies key negotiation points.

model_seller_note

Generate seller note amortization schedules with interest-only periods, balloon payments, and SBA standby provisions. Includes debt service coverage ratio analysis and alternative term comparison.

optimize_deal_structure

Full sources & uses analysis with purchase price allocation, tax implications (goodwill amortization, asset vs stock), seller proceeds breakdown, and structure recommendations.

compare_structures

Compare 2-4 deal structures side by side. Analyzes leverage, DSCR, free cash flow, risk allocation, and tax efficiency to recommend the optimal structure.

Installation

npx exitlaunch-earnout-mcp

Claude Desktop

Add to claude_desktop_config.json:

{
  "mcpServers": {
    "exitlaunch-earnout": {
      "command": "npx",
      "args": ["-y", "exitlaunch-earnout-mcp"]
    }
  }
}

Example Usage

Model an earnout:

Use model_earnout with base_purchase_price 2000000, current_ebitda 500000, earnout_targets [{threshold: 600000, payment: 200000}, {threshold: 750000, payment: 300000}], earnout_period_years 2

Analyze seller financing:

Use model_seller_note with note_amount 500000, annual_interest_rate 6, term_months 60, interest_only_months 12, buyer_annual_cash_flow 300000

Compare structures:

Use compare_structures with two options: all-cash at $2M vs SBA+seller note at $2.2M

Part of ExitLaunch

This MCP server is part of the ExitLaunch platform — AI-powered business valuation and exit planning for SMB acquisitions.

License

MIT