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How to Password Protect Earn Out Agreement

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In discussions about mergers and acquisitions, a common scenario is the announcement of a company acquiring another for a set amount, like ten million dollars. However, this figure can be flexible. An earn-out, a type of contingent payout, is an agreement that allows shareholders of the acquired company (Company B, in this case) to receive extra payments if certain financial performance goals are met post-acquisition. For instance, the acquirer might offer ten million dollars upfront but agree to pay an additional five hundred thousand dollars if Company B achieves a net income of two million dollars in the following year. This structure means the total payment could exceed the initial fixed amount.

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What are examples of earnout?

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.

Is an earnout a security?

Convincing business people that an earnout can be a security for purposes of the Securities Act is often a challenge.

What is the purpose of an earnout?

An earnout is a contractual mechanism in a merger or acquisition agreement, which provides for contingent additional payments from a buyer of a company to the sellers shareholders. Earnouts are typically earned if the business acquired meets certain financial or other milestones after the acquisition is closed.

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).

Is an earnout a contingent liability?

In most circumstances, Generally Accepted Accounting Principles (GAAP) require contingent consideration, such as an earnout, to be recorded as a liability on the opening balance sheet of the buyer.

What is meant by earn-out?

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.

What is an example of an earnout agreement?

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.

How do you account for an earnout arrangement?

The earnout is measured by present valuing the expected payment. The present value is recorded as either equity or as a liability. If the earnout is for a fixed dollar value, then the present value is recorded as a liability and measured at fair value going forward.

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