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How to Assemble Earn Out Agreement

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Mergers and acquisitions often report fixed prices, but this isn't always the case. An earn-out is a contingent payout arrangement that allows sellers (shareholders of the acquired company) to receive additional payments if certain financial goals are met. For instance, if Company A acquires Company B for $10 million, they might agree to an earn-out clause where if Company B's net income reaches $2 million in the next year, they would receive an extra $500,000. Thus, the total payment could exceed the initial amount, depending on the company's financial performance.

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What are typical earnout structures?

Earnout structures involve seven key elements: (1) the total/headline purchase price, (2) the % of total purchase price paid up front, (3) the contingent payment, (4) the earnout period, (5) the performance metrics, targets, and thresholds, (6) the measurement and payment methodology, and (7) the target/threshold and

What are examples of earn outs?

Earnout is often used to bridge purchase price gaps between a buyer and seller. For example, a seller wants $120 million for its business, but the buyer only wants to pay $100 million at closing. However, the buyer is willing to pay an additional $20 million after closing if certain post-closing milestones are met.

What are the different types of earnout arrangements?

Typically, the two types of earnout compensation are a right to fixed payments (guaranteed) and contingent payments (subject to achieving financial milestones).

How do you structure an earnout agreement?

Earnout structures involve seven key elements: (1) the total/headline purchase price, (2) the % of total purchase price paid up front, (3) the contingent payment, (4) the earnout period, (5) the performance metrics, targets, and thresholds, (6) the measurement and payment methodology, and (7) the target/threshold and

What is an example of an earn-out structure?

For example, if the seller thinks the business is worth $100 million and the acquirer believes it is worth $70 million, they can agree on an initial price of $70 million and the remaining $30 million can form part of the earnout.

What is an earnout arrangement?

An earnout is a business purchase arrangement in which the seller finances the business and the sellers payment is based on the businesss future performance. An earnout allows the buyer to have more time to pay for the business.

What is an example of an earnout clause?

If an entrepreneur seeking to sell a business is asking for a price more than a buyer is willing to pay, an earnout provision can be utilized. In a simplified example, there could be a purchase price of $1 million plus 5% of gross sales over the next three years.

What is earn out strategy?

Often, when buyers and sellers want to complete a deal but cant agree on the price, they employ a strategy called an earn-out. An earn-out is a contingent payment that the seller only receives from the buyer when specific performance targets are met.

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Assemble Earn Out Agreement