Can anyone help with earnouts?

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February 02, 2026

by a searcher from Brown University in New York, NY, USA

I’m evaluating a deal where I’d like to bridge valuation with an earnout and am trying to understand what, if anything, is workable within SBA constraints. My understanding is that SBA lenders generally won’t give DSCR credit for future or contingent performance, which creates a challenge: based on historical cash flow, the full purchase price would push DSCR below comfort levels, but DSCR would be fine if the performance targets are achieved. I’m aware of structures like forgivable seller notes, but those don’t solve the DSCR issue upfront and mainly protect against underperformance rather than allowing the seller to participate in overperformance. Has anyone found effective, SBA-approved workarounds that lenders have actually signed off on?
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Reply by a searcher
in Chicago, IL, USA
An important reminder that you are buying the business for its past performance not its future potential. If non-interest bearing seller notes are not an option, then consider having the seller roll equity to be purchased at a later date.
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Reply by an investor
from Wesleyan University in Dedham, MA, USA
^redacted‌ might be able to help here
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