Recent industry research has revealed one indicator of executive confidence in future deals as volatility threatens equity markets. Earnouts or contingent deal payments were a declining trend in mergers last year, for the first time since 2018. According to a study published by SRS AcquiomThey declined to a small percentage of profit before the pandemic.
The study, which examined 1,900 transactions closed between 2016-2021 and a total deal worth over $425 Billion, found that the median earnout was 31% of total consideration for 2021, down from 38 % the previous year.
One way to read this decline is that they’re less needed for balancing high deal valuations. Although the market volatility and rising interest rates are expected to have an impact on private sector deal valuations, it is not yet fully felt. Even though portfolio valuations are rising, Apollo and Carlyle have reported that they are increasing despite the high deal multiples making it hard to replicate pre-pandemic gains. But perhaps a slowing rate of earnouts in M&A contracts simply speaks to buyers sensitivity to changing winds, suggesting they will become less likely to hedge the future success of target earnings by offering earnouts.
A simpler takeaway is that dealmakers may be able to see past pandemic-related risk as a possibility. Grant Thorntons national managing principal for M&AElliot Findlay Recently Telled Mergers & Acquisitions These contingent pay structures were also caused by supply chain problems and labor shortages. A decrease in earnout activity could indicate more business confidence.
–Brandon Zero
