Transaction · 2026
Industrial group
A share purchase agreement in which part of the consideration depended on the target's post-completion performance.
01 · Starting point
An industrial buyer was acquiring all shares in a growth company. The parties agreed on fixed consideration at completion but needed to bridge different expectations regarding future performance. A performance-based earn-out therefore had to be capable of calculation, review and enforcement even after the target was integrated into the buyer's group.
02 · What we did
The scope below describes the public and high-level elements of the assignment.
03 · Transaction path
The principal public milestones. Each date depended on documents, reconciliations and deliverables being completed in the correct order.
Future consideration was tied to measurable performance and a predetermined cap.
Accounting principles, adjustments, information rights and calculation controls were negotiated as one mechanism.
The SPA and schedules were completed with clear responsibility through completion.
Reporting, calculation and dispute procedures were designed to remain workable throughout the measurement period.
04 · Execution
The work focused on making the earn-out operational. The performance measure was tied to defined accounting principles and a fixed process for calculation, review and objection. Seller protection against value shifting was balanced against the buyer's need to operate and integrate the business. The closing checklist connected the agreement to payment, handover, corporate records and the resolutions required on completion.
05 · Outcome
The parties received a complete SPA with a defined and administrable earn-out. The structure enabled the acquisition to proceed without leaving future consideration dependent on undefined assumptions or a unilateral calculation.