Earnouts in M&A can bridge valuation gaps between buyers and sellers, but they also introduce execution risk and complexity. This guide explains how earnouts work, how they affect cash at closing, common structures, real examples, and what sellers must negotiate to protect value in a transaction.
A middle-market buy-side M&A playbook covering acquisition thesis design, buy-box validation, deal sourcing, target screening, mandate deliverables, buyer underwriting, valuation, financing, LOI structure, diligence, platform and add-on acquisitions, and post-close integration.
A seller-focused guide to AEC earnouts and rollover equity, including cash at close, pro-rata and all-or-nothing payouts, project-accounting definitions, post-closing management, rollover rights, dilution, second-bite economics, working capital, and offer comparison.