Earnout

Definition

An earnout is a contractual agreement in a business acquisition where the seller receives additional payment based on the acquired company’s future financial performance. This provision helps bridge the valuation gap between the buyer and seller, while offering the potential for higher overall compensation for the seller. Earnouts incentivize the seller to assist post-acquisition success and provide the buyer with a risk mitigation strategy in case the business doesn’t perform as expected.

Phonetic

The phonetic pronunciation for the keyword “Earnout” is: /ˈɜrnˌaʊt/ (in IPA)”UR-n-out” (as a guide for English speakers)

Key Takeaways

1. Earnouts are a financial agreement in which the seller receives additional payments based on the future performance of the acquired company or specific performance targets.
2. Earnouts can be beneficial for both the buyer and the seller, as they can bridge the gap in valuation expectations and incentivize the seller to actively contribute to the growth of the acquired business.
3. The terms and conditions of an earnout should be clearly defined and mutually agreed upon by both parties, with measurable performance metrics and a specific time frame to avoid potential disputes.

Importance

The business/finance term “earnout” is important because it serves as a risk management tool and a means to bridge valuation gaps during merger and acquisition negotiations. Earnout is a contractual agreement between a buyer and a seller, in which the seller receives a portion of the purchase price based on the future performance of the acquired business. This ensures that both parties have aligned interests and shared goals for the company’s success after the transaction. Earnouts enable buyers to mitigate risks by tying a portion of the purchase price to the performance of the acquired business, while also helping sellers maximize their return by capitalizing on the future potential of the business. In essence, earnouts promote collaboration between parties, address uncertainties, and create a smooth transition period where both parties work together for the benefit of the merged entity.

Explanation

An earnout serves as a financial tool that bridges the gap between the expectations of the buyer and the seller within the context of M&A transactions. Its primary purpose is to ensure optimal performance of the acquired business and safeguard the buyer’s financial investment. When there is uncertainty about the future performance of a target company, an earnout helps the buyer to negotiate a portion of the purchase price that will be contingent upon the acquired company’s ability to achieve specific financial targets post-acquisition. This mechanism not only offers sellers the opportunity to receive a more attractive purchase price, but also helps manage integration risks and aligns the interests of both parties, thereby fostering a strategic and collaborative partnership. Earnouts are typically used in sectors where valuations are difficult to ascertain, or where the acquired company has high growth potential, significant intellectual property, or intangible assets. In such instances, conventional valuation methods may not accurately capture the company’s value, and an earnout can ensure that the founder or key team members continue to drive business growth and innovation. The earnout structure comprises parameters such as EBITDA, revenue, or other performance metrics, and the payment is typically made in the form of cash, stock, or a combination thereof. Although earnouts offer several advantages, they can also impose certain challenges, such as potential disputes or conflicts in strategic decision-making. Hence, it is crucial for both parties to engage in open communication, clear documentation, and careful planning to maximize the benefits of an earnout agreement.

Examples

An earnout is a financial agreement in which the seller of a business receives additional payments based on the future performance of the business being sold. This allows the buyer to lower the upfront purchase price and provides the seller with incentives to ensure the continued success of the business. Here are three real-world examples of earnouts in business/finance: 1. Cisco Systems and AppDynamics (2017): Cisco Systems, an American multinational technology conglomerate, acquired AppDynamics, an application performance management, and IT operations analytics company, for $3.7 billion. The deal included an earnout provision that allowed the AppDynamics’ shareholders to receive additional consideration based on the acquired business’ revenue growth and performance. 2. Google and DeepMind Technologies: In 2014, Google acquired British AI company DeepMind Technologies for a reported $400-600 million. As part of the acquisition agreement, an earnout provision was included which required Google to make additional payments over time depending on the achievement of specific milestones related to the advancement of artificial intelligence. 3. Verizon and Yahoo!: In 2016, Verizon Communications acquired Yahoo!’s core internet business for $4.83 billion. The deal included an earnout provision based on Yahoo!’s future advertising revenue, with additional payments to Yahoo! shareholders contingent upon the business achieving certain performance targets. This not only provided incentives for Yahoo! to continue its growth but also allowed Verizon to reduce the upfront cash outlay.

Frequently Asked Questions(FAQ)

Related Finance Terms

• Milestone Payments
• Post-acquisition Performance
• Contingent Consideration
• Deferred Payment Agreement
• Mergers and Acquisitions (M&A)

Sources for More Information

• Investopedia
• Forbes
• Wikipedia
• Hartford