Structuring an Equity Earn-In / Earn-Out with a Retiring Founder?
Hey everyone, Steve in Massachusetts, self-funded searcher here. I’m exploring a deal with a niche light-industrial/specialty contracting shop on the East Coast. My instinct is that a traditional SBA buy-out based on EBITDA/SDE multiples will not work for this deal due to highly variable recent financials and material exiting C-suite risk. I think something like an equity earn-in based on future business success is more appropriate here. Request - does anyone have experience in this space that I can learn from? Some specific questions… - Has anyone successfully pitched a progressive equity earn-in to a blue-collar founder? - For those who have done heavy earn-outs, how did you legally define "Free Cash Flow" in the operating agreement to avoid disputes over CapEx, inventory swings, subcontractor costs, marketing expenses, etc.? Happy to jump on a call and buy a virtual coffee for anyone who has navigated something similar. Thanks in advance.