Virtual partnership
An operating relationship with agreed support and economic participation. It does not itself mean a sale or equity transfer.
WORKING MODEL — NOT FINAL LEGAL / INVESTMENT TERMS
Partner first.
Create choices together.
Partner first. Improve together. Share in value created. Consider an acquisition only when it makes sense.
Different paths. Separate decisions.
Minority investment
A separate, optional equity transaction. Funding, ownership, governance and investor rights require their own agreement.
Majority acquisition
An optional transfer of a controlling interest, subject to diligence and negotiated terms. It is not the required starting point.
No path, financing, investor, buyer, valuation or exit is guaranteed. Legal, tax and financial counsel should review any proposal.
A baseline that stays a baseline.
In the preliminary illustration, normalized entry EBITDA is frozen at joining. It is never re-based or recalculated as a percentage of future revenue. Normalization, expense treatment and verification must be agreed before signing.
Illustrative incremental EBITDA participation
Using the public contractor scenario—not an actual partner’s performance:
- Frozen entry baseline
- $400,000
- Hypothetical future EBITDA
- $1,500,000
- Incremental EBITDA: max(current − baseline, 0)
- $1,100,000
- Illustrative 50% owner uplift participation
- $550,000
- Illustrative 50% platform uplift participation
- $550,000
- Owner baseline + illustrative uplift participation
- $950,000
This arithmetic is not a guaranteed payment, distribution or protection of baseline income. Funding, fees, support costs, reinvestment, losses and actual distribution rules remain subject to agreement. EBITDA should reflect agreed costs; no additional fee is applied here.
Operating participation is distinct from equity ownership and future sale proceeds. Annual distributions and exit value must not be counted as the same benefit twice. The illustration does not determine an owner’s exit proceeds.
Understand the terms before committing.
Agree on decision rights, data access, cost definitions, financial reporting, downside responsibilities and termination rights. Proposed economics are not a substitute for a signed agreement.
Owner Protection & Governance questions