Notice. This page is informational. Any engagement remains subject to transaction review, availability of financial data, counterparty cooperation and final legal drafting by qualified counsel.
Earnout & Contingent Payment Structuring
Earnouts and contingent payments are often used when the buyer and seller cannot agree on value at closing. The seller wants credit for future upside. The buyer wants part of the price tied to actual performance. When structured properly, that can bridge the gap and keep the deal alive.
FG Capital Advisors helps clients frame earnout logic, contingent payment triggers and valuation-gap solutions before the matter moves into legal drafting.
Request A QuoteWhat We Help With
- Earnout metric selection
- Revenue, EBITDA or milestone-based trigger framing
- Contingent payment period and schedule design
- Valuation gap analysis
- Comparison between earnouts and seller notes
- Negotiation support before legal drafting
Common Situations Where This Fits
The seller expects more value based on future growth, but the buyer is unwilling to pay all of that at closing.
The buyer wants to reduce closing-day cash needs while still offering the seller upside participation.
Why Clients Use This Service
Contingent consideration sounds simple until the parties start arguing over how performance is measured, which adjustments count, how long the test period should last and what happens if management decisions affect the target. This service is designed to improve clarity around the commercial structure before those issues become legal disputes.
Important Clarification
FG Capital Advisors does not draft final legal agreements. We act as an advisory firm assisting clients with earnout logic, contingent payment design and negotiation framing before final documentation is handled by counsel.
Frequently Asked Questions
What is an earnout?
It is a contingent payment structure where part of the purchase price is paid after closing if agreed targets are met.
Why are contingent payments used?
They are often used to bridge valuation gaps and reduce the amount paid upfront.
Do you draft the final legal agreement?
No. We provide structuring and negotiation support only.
If your acquisition needs an earnout or contingent payment structure to bridge a valuation gap, submit the file for review.
Request A QuoteDisclosure. FG Capital Advisors provides advisory and transaction support services only. Any closing outcome depends on legal drafting, financing conditions, diligence and third-party approvals.
