How do you size the earnout amount relative to the revenue / EBITDA increase?
Hi all, I wanted to get this group's thoughts on how much earnout to pay relative to the incremental revenue or EBITDA gained to hit the hurdle. For example, if you have a $2mm EBITDA business you buy at 5x, ($10mm) and there is an earnout triggered at $2.3mm EBITDA, how should that earnout be sized? My perspective has always been that we want to lower our implied multiple when we pay the earnout, so in this case, we would have to pay less than $1.5mm ($300k of incremental EBITDA x 5x multiple) to get our implied multiple below the 5x we entered at. I might start at 50% of that ceiling ($750k earnout in this case), for example. This came up because a broker suggested that an earnout would pay out all of the value creation (i.e., in this example, the whole $1.5mm in my example - $300k of EBITDA creation x 5x), which seemed to defeat the purpose of an earnout by effectively eating up any year 1 growth. However, I realized I haven't seen any "rules of thumb" on this and thought I would ask.