Cut off point in the Earn Out Agreement

Aug 6th, 2022
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How to cut off point in the Earn Out Agreement

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[Music] so welcome back nick in our m a d constructed series where we are unpicking step by step the process of selling a company yep todays discussion is over something that i think is going to be really of interest to sellers and that is how you get paid um its very important in m a speak we use a term called consideration so most other sellers will think of price and but the question is how does that get delivered in other words when i when i sell a business what do i get at the end and of course most people think in terms of cash i simply sell my business for 10 million and at the end of the process i signed the page at the checker rise i got 10 million pounds um but of course in reality it doesnt often go that way there are forces at work if you like in the sale process that sometimes mean that it gets structured in a different way so um i think if i just briefly talk about the cash element thats easy so ill take the easy topic so typically a seller will want 100 cash on comp

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The earnout eliminates uncertainty for the buyer, as they only pay a portion of the sale price upfront and the remainder based on future performance. The seller receives the benefits of future growth. Key contractual considerations include earnout recipients, accounting assumptions used, and an agreed-upon time period.
The Share Purchase Agreement (SPA) defines the metric used to calculate the earnout. An adjusted EBITDA is commonly used. An earnout is typically paid in cash to sellers following the end of the relevant period if the metric is achieved but may, sometimes, be paid by way of shares in the parent company.
Cash usually represents between 70% and 80% of the transaction value, while earnouts and escrows account for the remaining 20% to 30% of the purchase price, although earnouts can be as high as 75% of the purchase price.
Good/bad leaver provisions A typical earnout period is between 1 and 3 years.
The payment structuring for each deal post-closing is unique, but common earn-out percentages are between 15 and 50 percent of the sale price. Obviously, the higher the percentage, the lower the initial deposit and the higher the earnout payment. Typical time periods range between one year and five years.
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.
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

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