Banner

< Return to News Articles

M&A Advisor Tip: Earnouts Can Break a Deadlock

Earnouts can be used to address a perception of risk faced by a buyer. They also are used to bridge a valuation gap between a buyer and a seller. It's a compromise, of sorts, to break a purchase-price deadlock when the seller wants more than the buyer is willing to pay.

In an earnout, a portion of the purchase price is paid out later, based on the company's financial performance over time. Earnouts typically last from 1 to 3 years, subject to negotiation.

Some earnouts include acceleration provisions, stipulating that payments are due immediately if certain events occur:

  • Buyer breach of post-closing covenants
  • Termination of key employees
  • Sale of the company or a substantial reduction in assets

These provisions are designed to protect the seller from changes that would hurt the company/buyer's ability to meet their earnout targets.

Contact us to learn more about deal structures and how we protect your interests in a sale.

< Return to News Articles

BTS News

  • Questions That Owners Consider

    Questions That Owners Consider

    We have had many conversations with business owners in the lower mid-market who are unsure about the future and wonder whether they should sell or hold.

    Read more >

  • SBA Debt Relief Incentivizes Buyers

    SBA Debt Relief Incentivizes Buyers

    SBA debt relief efforts are incentivizing buyers to move ahead with business acquisitions.

    Read more >

  • Don’t Let the Pandemic Sideline Your Dreams

    Don’t Let the Pandemic Sideline Your Dreams

    As we emerge from the Covid 19 shut downs, some may be fearing “oh no, I am stuck in the saddle again.” We think there is reason to look at the horizon more positively. That involves taking actio

    Read more >

  • Prepare for the Market Rebound

    Prepare for the Market Rebound

    For many business owners, the economic effects of the COVID-19 pandemic have been devastating – especially for those who were planning to sell their businesses.

    Read more >

  • Using Downtime to Add Value

    Using Downtime to Add Value

    As business owners are working to process the impact of COVID-19, we’re looking at how it will affect M&A. The good news is that many companies and private equity firms have been doing well for year

    Read more >

  • Are Buyers Still in the Market?

    Are Buyers Still in the Market?

    We believe that mergers and acquisitions will continue once the current crisis ends...based on the volume of inquiries from private equity funds, search funds and well-funded individual buyers.

    Read more >

  • Use the Threat to Better Prepare

    Use the Threat to Better Prepare

    Today there is a lot of uncertainty about the future of business...there are things you can do to prepare for an eventual sale of your company– especially now.

    Read more >

  • Crisis Shows Ripple Effect of Business

    Crisis Shows Ripple Effect of Business

    Our focus at BTS is on small companies that are the backbone of the economy...This gives us exceptional insight into what it is like to be owner-operators.

    Read more >

  • Dealing with risks in a company sale

    Dealing with risks in a company sale

    The passing last week of Harvard Business School professor Clayton Christensen – famous for his theory of business disruption - is a good time to consider business risk.

    Read more >

  • M&A Advisor Tip: Earnouts Can Break a Deadlock

    M&A Advisor Tip: Earnouts Can Break a Deadlock

    Earnouts can be used to address a perception of risk faced by a buyer. They also are used to bridge a valuation gap between a buyer and a seller.

    Read more >

Case Studies

  • Precision Machining Company

    Initially, liquidation was a serious consideration. It would offer a quick exit but would hurt loyal employees and disrupt the customers who had come to rely on its quality production.

    Read more >

  • Green Product Company

    Our client owners could dig in for the long haul…However, this would take five years or more. Owners simply lacked the horsepower to do it.

    Read more >

  • Water Purification Company and Young Buyers

    Owners decided they wanted to retire. They also wanted to be fair to the staff who had been loyal to them. Could the company be sold, the staff retained and the facility remain in use?

    Read more >

  • Magnetics Company with High Profile Customers

    (T)he manufacturer would need to focus on growing EBITDA to capture interest from major strategic buyers and achieve a higher multiple of earnings.

    Read more >