Can anyone help with earnouts?
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?
in Chicago, IL, USA
from Wesleyan University in Dedham, MA, USA