Earnouts are a way for the acquirer to manage risk
What is an earnout in an acquisition? This is a type of deal structure whereby the acquirer will place an overall valuation on the seller’s company and then determine how much will be paid in cash at time of transaction and how much will have to be “earned” by the seller over time through future performance of the business. Earnouts are very simple in concept, but are most often quite complex to negotiate, challenging and stressful to execute.
When placing a valuation on a business, an acquirer assesses the future benefit to them in owning the target company and equally they consider the risk in owning the company. Simply put, the greater the risk the acquirer sees, the more likely they are to require the seller to carry some or all of the perceived risk going forward and therefore accept less cash at transaction closing and move a small or large portion of the overall payout to the future achievement of performance targets.
Earnouts are of the greatest value to the acquirers as they place much of the future business performance risk on the seller. Therefore, as a seller you want to years in advance of attempting to sell, look for ways to reduce the risk that an acquirer might see in your business. Reduce the risk in areas such as too much customer concentration in your revenue and profit, single point of failures in your supply chain, risks within your organization and team and even risks associated with the language in customer or vendor contracts that you’ve signed. With the right prior planning, you can eliminate or reduce the need for an acquirer to require an earnout because they too often don’t like them as they know they are difficult to negotiate, difficult to administer and are often contentious during the periods of time the earnout is in effect.
Start your optimal exit event preparations today by asking where a future acquirer might see risk in your business. Prioritize these areas of potential risk to take steps to either eliminate or reduce each area. Taking these steps today could help you build overall company worth and help you get an acquisition deal structure that affords all the payout at time of close, not having to earn your reward while working for the acquirer of your company going forward.
