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Journal of Accounting and Economics Vol. 66 No. 2-3 2018

Financing acquisitions with earnouts

Thomas W. Bates1; Jordan Neyland2; Yolanda Yulong Wang3

1 Arizona State University · 2 George Mason University · 3 The University of Melbourne

Abstract

We present evidence that earnout agreements in acquisition contracts provide a substantial source of financing for acquirers. Acquirers in transactions with earnouts are significantly more likely to be financially constrained, face tighter credit market conditions, and use less debt and equity to fund acquisitions. Financially constrained acquirers also book lower fair values for the contingent claim. Earnout use is more likely in transactions that involve liquid sellers, and earnout bids garner higher transaction valuation multiples. Overall, the evidence suggests that earnouts are an economically material and increasingly common source of acquisition financing for acquirers with limited access to external capital.

DOI
10.1016/j.jacceco.2018.08.002
Volume
66
Issue
2-3
Pages
374-395
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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