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Getting Paid: Earn-Outs, Deferred Payments & Vendor Loans

Payment in M&A terms is known as “consideration”. We explore the main types of consideration which are: Earn-Outs, Deferred Payments & Vendor Loans.

Discover how each payment method works and what each will mean, in reality, for the seller. This is the third episode in our second video series, “M&A Deconstructed”, here we deep dive into the different options you have for getting paid in a company sale and unpick their risks and benefits.

Quick find timeline:
00:00 - Introduction to Earn-Outs, Deferred Payments & Vendor Loans
00:14 - Getting paid in a company sale
01:02 – Cash on completion in a company sale
02:15 – Earn-Outs and Deferred Consideration
02:50 – What is an earn-out in a company sale process?
03:34 – How does an earn-out work?
07:30 – What is deferred consideration in a company sale process?
08:51 – What are the risks of deferred consideration?
10:47 – What are vendor loans and vendor take-backs in a company sale process??
12:03 – How do vendor loans differ from loan notes?
13:19 – Rollover shares and consideration shares

Series 2 - Topics
The conversations in the second more technical series of videos include:
1. What is a Sales & Purchase Agreement (SPA)?
2. M&A Warranties, Representations & Indemnities
3. Getting Paid: Earn-Outs, Deferred Payments & Vendor Loans
4. What could Derail a Company Sale? Learn how to avoid the main pitfalls
5. How much does it Cost to Sell a Company?
6. 5 Insider Tips: A Successful Company Sale

Meet your M&A experts

Nick Davies, Partner | M&A Solicitor, Steele Raymond LLP Solicitors
Nick acts for a wide range of business clients across various sectors, advising on complex corporate transactions including company sales, purchases and mergers. Nick also advises on on mergers, de-mergers and re-organisation.

Justin Levine – Managing Director, TheNonExec Limited M&A Boutique
Justin leads a boutique exit advisory firm specialising in manufacturing, technology, IT, digital, healthcare, wholesale and distribution markets. With the support of a 15-strong virtual team of analysts and researchers, he helps private business owners with growth and exit strategies.