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Earn-Out Clauses: A Comprehensive Guide

Updated: Mar 7

In M&A transactions, the inclusion of an earn-out clause is a strategic move that can significantly impact the dynamics between buyers and sellers. This contractual provision adds a layer of nuance to deals, linking a portion of the purchase price to the future performance of the acquired business. This article aims to shed light on earn-out clauses, exploring their purpose, the scenarios in which they are commonly employed, who stands to gain, and who might find themselves facing potential downside.

What Are Earn-Out Clauses?


An earn-out clause is a contractual provision in a Sale and Purchase Agreement (SPA) that makes a portion of the purchase price contingent on the future performance of the acquired business. It allows for additional future payments to be made by the acquiror to the seller based on predefined performance metrics over a specified period.


Key Components of an Earn-Out Clause:


  1. Performance Metrics: Typically, earn-out clauses are contingent on the achievement of specific financial targets, such as revenue, EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization), or other relevant key performance indicators (KPIs).

  2. Time Horizon: The duration for which the earn-out provision remains in effect is a critical aspect. It is commonly set for a few years to gauge the long-term success and sustainability of the acquired business.

  3. Payment Structure: Earn-out payments can take various forms, including lump-sum payments, instalments, or a combination of both. The payment structure is negotiated during the deal-making process.


Scenarios Where Earn-Out Clauses Come Into Play


1. Uncertain Future Performance:


Scenario: The buyer is uncertain about the future performance of the acquired business, especially when external factors or industry trends are unpredictable.


Purpose: To align the interests of both parties, providing an incentive for the seller to contribute to the ongoing success and growth of the business.


2. Bridging Valuation Gaps:


Scenario: There is a disparity in the perceived value of the business between the buyer and the seller.


Purpose: To bridge valuation gaps, allowing the seller to receive a higher total consideration if the business outperforms expectations.


3. Retention of Key Personnel:


Scenario: The seller's key management team is integral to the business's success, and the buyer wants to ensure their continued commitment.


Purpose: To retain key personnel, earn-out clauses often tie payments to the retention of specific employees or the achievement of team-based objectives.


Beneficiaries and Potential Drawbacks


Who Benefits from Earn-Out Clauses?


1. Sellers:


Financial Upside: Sellers have the opportunity to maximize their overall proceeds if the business performs well post-acquisition.


Risk Mitigation: Provides a safety net in cases where the buyer is hesitant about paying a higher upfront price due to uncertainties.


2. Buyers:


Risk Mitigation: Allows buyers to share the risk with the seller, particularly in industries prone to rapid changes.


Performance Alignment: Aligns the interests of the buyer and seller, fostering collaboration for the success of the acquired business.


Potential Drawbacks and Challenges


1. Conflict of Interest:

Divergent Goals: The buyer and seller may have conflicting interests, especially if the earn-out structure incentivizes short-term gains over long-term sustainability.

2. Operational Disruptions:

Distraction: Constant focus on achieving earn-out targets may divert attention from long-term strategic goals, potentially causing operational disruptions.

3. Disputes Over Metrics:

Subjectivity: Disagreements may arise over the interpretation and calculation of performance metrics, leading to disputes.


In navigating the intricate landscape of business acquisitions, an understanding of earn-out clauses is essential. While they can offer benefits to both parties, careful consideration of potential challenges and clear, well-defined terms are crucial for a successful and harmonious post-acquisition relationship.




1. What is a Sale and Purchase Agreement?

A Sale and Purchase Agreement (SPA) is a comprehensive legal contract that formalises the terms and conditions governing the sale of a business or its assets. This agreement encapsulates the negotiated elements of the transaction, providing a roadmap for both parties to navigate the complexities of the deal.


2. What is EBITDA?

Answer: EBITDA stands for Earnings Before Interest, Taxes, Depreciation, and Amortization. It is a measure of a company's operating performance, excluding non-operating expenses.


3. What are Key Performance Indicators (KPIs)?

Answer: Key Performance Indicators are quantifiable metrics used to evaluate the success of an organization in achieving its objectives. In the context of earn-out clauses, they often include financial metrics like revenue and profitability.


4. How does an earn-out payment structure work?

Answer: Earn-out payments can be structured as lump-sum amounts, periodic instalments, or a combination of both, depending on the negotiations between the buyer and seller.




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About the author


Sabbir Rahman is Managing Director of Langdon Capital. He has held prior roles with Morgan Stanley, Lazard and Barclays Investment Bank. He has executed over £60 billion in notional value of debt, equity, M&A and derivatives transactions with global corporates, private equity funds and financial sponsor groups.


About Langdon Capital


Langdon Capital assists SMEs and mid-market companies with capital raising, M&A and disposals up to £250m in transaction size; and innovative, high-growth companies with >£1m in annual revenue and >30% in annual revenue growth raise debt or equity, at Series A and later funding rounds, from a network of alternative investors spanning private equity firms, venture capital funds, corporate VC arms, family offices, venture debt funds, private credit funds, real estate funds and hedge funds.




This is not financial advice or any offer, invitation or inducement to sell or provide financial products or services or to engage in any form of investment activity.

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