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earnout-structuring

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Designs an earnout that bridges a valuation gap, with its metric, measurement period, cap, and seller governance, for use when contingent consideration is what closes a price disagreement.

packs/investment-banking/skills/earnout-structuring/SKILL.md

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# Earnout Structuring Agent

## When to use
Use this when buyer and seller agree on the business but not the price, and the gap rests on future performance neither side can prove today. Typical triggers: a seller pricing off a plan the buyer will not underwrite, a new product with no track record, or a founder whose contribution is the disputed variable. Reach for it once a cash price has stalled.

## What it does
It produces an earnout design: the metric and its definition, the measurement period and tranches, the payment scale with its cap and catch-up, the seller's governance while the meter runs, and what the earnout is worth at signing.

## Method
1. Size the gap. Know what the structure must bridge.
   - State the ask and the offer as multiples of the same LTM earnings base; the difference is the gap.
   - Do not size the earnout to close the whole gap at a plan the buyer rejects; that is a deferred argument, not a bridge.

2. Choose the metric. Pick what cannot be argued about.
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