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What is an Earnout and why are they used in a Transaction?

An earnout is a contractual provision in a business transaction where the seller agrees to receive additional future payments based on the performance of the business post-acquisition. Essentially, it's a way to bridge valuation gaps and incentivize the seller to help maximize the business's performance during a specified period after the acquisition, usually 12-24 months after close.




  • Metrics: Earnouts are typically tied to specific performance metrics such as revenue, profit, or other key performance indicators (KPIs) agreed upon by both parties. These metrics should be clearly defined before consummating a transaction.

  • Duration: The earnout period, or the length of time over which the performance will be measured, should be outlined in the agreement. This period could range from a few months to several years, depending on the nature of the business and industry.

  • Payment Structure: The structure of earnout payments can vary. They may be paid out in installments over the earnout period, or as a lump sum at the end, contingent upon meeting the agreed-upon targets.

  • Conditions: The conditions for triggering earnout payments, including the specific performance targets and any other relevant factors, are clearly defined in the agreement to avoid ambiguity or disputes.




  • Risk and Reward: While earnouts can offer significant upside potential for the seller, they also come with risks, particularly if the performance targets are not met. It's essential to carefully assess these risks and ensure they are appropriately mitigated.

  • Alignment of Interests: Earnouts are designed to align the interests of the buyer and seller, as both parties have a vested interest in the business's success during the earnout period. However, conflicts of interest can arise if there are disagreements over strategy or execution. For that reason, it is essential to have open and honest dialogue about expectations before agreeing to an earnout.

  • Due Diligence: Thorough due diligence is crucial to accurately assess the business' performance and potential growth prospects. This process helps in setting realistic earnout targets and avoiding any surprises down the road.

  • Legal and Tax Implications: It's important to consult legal and tax advisors to ensure the earnout agreement is properly structured and complies with relevant regulations. This helps in minimizing any potential legal or tax implications.


An earnout can be a valuable tool in structuring a business transaction, providing incentives for both parties to work towards common goals. However, it's essential to carefully consider the details and implications of an earnout agreement to ensure it aligns with your objectives and mitigates potential risks.


At Seacap, we help business owners, and their advisors, successfully navigate mergers and acquisitions, business valuations, and a variety of other strategic situations to maximize value when the owner is ready for the next phase of the business’ lifecycle.


Please reach out when you are ready to have a confidential conversation.


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