Business Acquisition Loans
Earnouts and Acquisition Loan Underwriting
Earnouts are a pricing tool and a risk-sharing tool. They also introduce cash flow uncertainty and post-close disputes if not drafted cleanly.
Lenders do not hate earnouts. They hate ambiguity and hidden cash leakage.
If you want financing certainty, anchor the deal around conditions and documentation: commitment letter guide.
1) What an Earnout Is
An earnout is deferred purchase price paid only if the business hits defined performance targets after closing.
It is typically used when buyer and seller disagree on valuation or when future performance depends on execution.
2) The Lender Lens
| Question |
What lenders want |
Why it matters |
| Is the earnout debt-like |
Clear subordination and payment limits tied to cash flow |
Debt-like earnouts can weaken DSCR and covenant headroom |
| Who controls the calculation |
Objective metrics with clear accounting rules |
Disputes can distract management and impair operations |
| When does cash leave the business |
Defined payment timing and caps |
Large payments can drain working capital |
| Is there a conflict with covenants |
Consistency with debt documents and permitted payments |
A deal can close and still breach lender rules later |
3) Common Earnout Drafting Mistakes
Typical failure:
targets are vague, accounting definitions are loose, and the seller has leverage to claim the earnout even when cash is tight.
Ambiguous metrics
If “EBITDA” is not defined and reconciled, expect disputes. Lenders will ask how it is calculated and who signs off.
Cash leakage risk
If the earnout can be paid regardless of debt service coverage, lenders will tighten terms or require restrictions.
4) Earnouts and the Equity Gap
Earnouts can reduce cash at close, which helps, but they do not replace real equity if the deal needs a risk buffer.
If you are solving a true equity gap, use this as the reference point: gap funding for business acquisitions.
5) Our Offer
Financely structures acquisition capital stacks and runs a lender process designed to produce written term sheets and a closing path.
If you want a structured process with multiple lender options, start here: Lender Introduction and Term Sheet Auction Management.
Request Indicative Terms
Share your LOI or purchase agreement and any draft earnout terms. We will revert with lender-fit structures, typical restrictions lenders require, and the diligence path that affects closing timelines.
For process expectations, see How It Works.