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What is an Earn-out?

An earn-out is a financial arrangement used in M&A transactions where the seller receives additional compensation based on the future performance of the acquired business. This contingent payment is typically tied to achieving specific financial targets or milestones over a defined period post-acquisition.

How Earn-outs Work

In an earn-out agreement, a portion of the purchase price is deferred and contingent on the acquired company meeting certain performance benchmarks. These benchmarks can include revenue targets, profit margins, or other key performance indicators (KPIs). If the targets are met, the seller receives the additional payment; if not, the payment may be reduced or forfeited.

Advantages

Earn-outs can bridge valuation gaps between buyers and sellers by deferring part of the payment until performance targets are met, aligning interests, and motivating sellers to ensure the ongoing success of the business. They also reduce immediate financial burden on the buyer, spreading payments over time.

Disadvantages

Earn-outs can lead to conflicts due to differing interpretations of performance metrics and targets. Changes in business conditions or management post-acquisition might impact the company's ability to meet targets, creating financial uncertainty for the seller. Additionally, the complexity of earn-out agreements can result in prolonged negotiations and potential legal disputes.

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