We have developed proprietary AI workflows that have significantly lowered our cost of delivery, and the buyer wants to scale these tools across their entire portfolio post-close. How do we structure the deal to ensure we are compensated for this portfolio-wide synergy rather than just our standalone valuation?

Question

Tyler Smith · Accepted Answer

When a buyer realizes your proprietary AI workflows can be deployed across their other portfolio companies, you are no longer just selling a standalone business. You are selling a technological engine that can expand margins across their entire platform. You must not let them capture this upside for free.

To capture this value, separate the valuation of your core business from the valuation of your technology assets. Use a deal structure that includes a licensing agreement or a performance-based earnout tied to the broader portfolio rollout. For example, you can structure a portion of the transaction proceeds as a technology commercialization bonus, payable as the buyer implements your AI workflows in their other operating units and achieves documented cost savings.

To support this negotiation, use your Business Integrity Review to show that your AI systems are fully integrated, documented, and run by your team without founder dependency. This proves the technology is transferrable and ready for enterprise scale. By tying a portion of your deal compensation to the successful deployment of your systems across their portfolio, you align interests and force the buyer to pay for the massive synergies they are acquiring.