What is an earnout?


As a startup leader, you’ll need to understand earnouts in mergers and acquisitions. An earnout is a special payment arrangement that adds a bit of suspense and collaboration to the business's sale. The buyer and seller can negotiate the risk and reward based on certain milestones the business might achieve later on. Buyers prefer this arrangement when uncertain about how your startup will function under their ownership. 

By understanding earnouts, you can make informed decisions for your startup, but it's worth noting that they can be complex. On this page, we will dissect how earnouts work, their importance, and their implications for startup leaders considering a merger or acquisition.

How do earnouts work?

As a startup founder, you may encounter earnouts when considering a merger or acquisition. For example, if a larger company is interested in acquiring your startup, it may come up with a lucrative offer surrounding earnouts as part of the deal. This can benefit both parties: the buyer reduces their risk by tying the payment to your startup's future performance, and you have the potential as the seller to receive a higher price if your startup performs well.

However, earnouts are complex and challenging to negotiate and administer. Disagreements can arise between the buyer and seller about the performance targets or the business's performance during the earnout period. As a startup leader, it's important to understand the specifics of the earnout agreement to ensure informed decision-making.

What are the pros and cons of earnouts?

Earnouts can provide both benefits and drawbacks for both buyers and sellers in a merger or acquisition. As a startup founder, it's important to consider the following:

  1. Reduced risk for your startup: One of the key benefits of earnouts for buyers is that they can reduce risks for your startup. Since the payment is tied to future performance, the buyer only pays for what they receive. This can be especially useful if the buyer is unsure about your startup's prospects or if there are market uncertainties.
  2. Increased sale price for your startup: For you as a seller, earnouts can provide the potential for a higher sale price. If your business performs well during the earnout period, you can receive additional payments that you may not have received otherwise. This can be especially appealing for startups in the growth phase and may be expecting significant future revenue.
  3. Complex negotiation and administration: However, earnouts can be complex to negotiate and administer. There may be disagreements between you as the seller and the buyer about the specific performance targets or how the business performs during the earnout period. This can lead to additional legal fees and time spent on negotiations and monitoring performance.
  4. Targets or performance: In addition, earnouts can also create disagreements between you as the seller and the buyer about the performance targets or the business's actual performance. This often leads to internal conflict and deters the possibility of a productive and long-term relationship between the buyer and you.

As a startup founder considering a merger or acquisition, it's important to weigh the potential benefits and drawbacks of the earnout model and carefully consider the specifics of any earnout agreement before deciding.

What are the implications of an earnout arrangement?

Earnouts, including earnout shares and earnout provisions, can have a significant impact on your startup and your financial situation. Here are some key implications to consider:

Hiring and management decisions

When your startup is subject to an earnout, you’ll need to make hiring and management decisions that align with earnout performance targets and provisions. This may require prioritizing short-term profitability over long-term growth or taking additional risks to meet performance targets.

Personal financial planning

Earnouts can create uncertainty around the timing and amount of payments you will receive as a seller, including earnout shares. As a result, you might need to modify your financial goals or investments, which can make personal financial planning more difficult.

Legal and accounting fees

Earnouts can be a complex process that can lead to additional legal and accounting fees. As a startup founder, it's important to factor these fees into your financial planning and negotiation strategy.

As a startup founder, you understand how earnouts can impact your business and personal finances. It's essential to approach earnouts carefully and seek out trusted advisors to help guide you through the process. Choosing wisely is key to ensuring a successful future for your startup, and these pros and cons, coupled with the implications, will make your decision easier.

What is the difference between holdback vs. earnout?

When selling your startup, you may come across different mechanisms to structure the purchase price, such as holdbacks and earnouts. While an earnout is about how well the business performs in the future, a holdback takes a different approach. It allows the buyer to withhold some amount as protection after the transaction is complete. It's more like a safety net that the buyer puts in place to address any potential risks or uncertainties tied to the transaction. 

The option closest to your objectives and vision is the one you must opt for. Ultimately, the decision between holdback vs. earnout will depend on the specifics of the transaction and your personal preferences as the seller.

Earnout: Key takeaways

In summary, earnout arrangements can be a powerful tool for startup founders seeking to maximize the value of their companies in mergers and acquisitions. However, they also require careful consideration and planning to avoid potential pitfalls and uncertainties. By understanding the benefits and drawbacks of earnouts, as well as their implications for your business and personal finances, you can make informed decisions and negotiate favorable deals. If properly understood and implemented in deals, earnouts can undoubtedly benefit both parties alike.

Disclaimer: LTSE is neither a law firm nor provides legal advice. Before making decisions on matters covered by this post, readers should consult their legal adviser.

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