Suppose there's a seller who fits so many of the "searchy" criteria for a great deal. Suppose the profits of the seller's company vary tremendously - about $2m+ EBITDA on average, but due to the cyclical nature of the business model, some years are extremely profitable and others not so much, though the only loss was one year due to COVID shutdowns.

How would you finance something like this? Earnout? Contingent seller note? Equity roll? Where would you learn more about how to structure a deal?