Rerrange Earn Out Agreement

Aug 6th, 2022
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How to Rerrange Earn Out Agreement

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Mergers and acquisitions often involve fixed prices, but they can also include contingent payouts, known as earn-outs. An earn-out is an agreement allowing sellers (shareholders of the target company) to receive additional payments if specific financial goals are met after the acquisition. For instance, a buyer might agree to pay $10 million upfront for Company B, with the potential for an extra $500,000 if Company B's net income reaches $2 million within a year. This arrangement means the total payment could exceed the initial fixed price, depending on the target company's performance.

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An earn-out is a provision in an acquisition agreement (the agreement) that makes a portion of the purchase price for a target company or business (the business) payable to the seller of the business (the seller) based on the post-closing performance of the business.
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.
A typical earnout takes place over a three to five-year period after closing of the acquisition and may involve anywhere from ten to fifty percent of the purchase price being deferred over that period.
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.
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.
Typically, the two types of earnout compensation are a right to fixed payments (guaranteed) and contingent payments (subject to achieving financial milestones).

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