The earnout outlasts the integration

The Earnout Ledger is the AtlanticM&A record of an earnout: the terms, the measures, every period's figures with who entered them and where they came from, every correction with its reason, and who closed each period. It is in BETA, and it sits in the same workspace as the integration it pays out on.

The integration ends. The earnout does not.

Most integration programmes are judged on the first year or two. The integration management office stands down, the advisers roll off, the workstream leads go back to their day jobs, and the programme's tools go with them.

The earnout is still running. It often has two or three years to go, sometimes more, and the final period is settled long after anyone from the integration team is in the room. If the numbers are disputed, the question is what was recorded at the time, by whom, and why it changed.

That record should not live in a spreadsheet on an adviser's laptop, or in a project tool that was switched off when the engagement ended. It belongs to the company that has to pay, or collect, the earnout.

Why it belongs in the company's own system

An adviser's toolkit is built for the engagement: it starts when the work is sold and stops when the work is done. An earnout needs the opposite. It needs a record that starts at signing, stays with the company, and is still complete on the day of settlement.

That is the case for keeping it in the company's own Agentic Transformation OS. The figures come from the same synergy buckets and P&L lines the integration already tracks, so nobody rebuilds them in a separate file. And archiving the project when the programme closes does not put the record away: the earnout keeps running, and can still be updated, until its final period is settled.

What the ledger holds

• Terms from the agreement. Where the project already holds the purchase agreement's terms, the ledger pre-fills them. A person confirms every term before it counts.
• Measures you can trace. A P&L line, a synergy bucket the project already tracks, or a KPI, each with targets per period, monthly, quarterly or yearly.
• Figures with their source. Every plan and actual figure records who entered it, when, and where it came from.
• Corrections, never edits. Changing a figure creates a new version with a reason. The original stays on the record.
• Closed periods, locked. One person with full access closes a period, which locks its figures. Reopening it needs a reason, and the close and the reason both stay on the record.
• Obligations and covenants. The seller's obligations and the buyer's covenants, each with dated entries, and the work plan and RAID items that affect the earnout tagged against them.

The ledger shows the payout per the formula as entered, so you can see the arithmetic. It is not a determination of what is owed: the purchase agreement governs.

The buyer's record, shared by choice

The ledger is the buyer's record. Access is by individual grant, full or read-only; being on the project is not enough. Internal notes are for the buyer's people only and never appear in the seller's view or in any export.

You can give a seller a read-only view of the ledger. They can see it; they cannot change, approve or hold up anything. On a sell-side divestiture the view flips: your client is the seller, so the record is kept from their side.

The ledger records facts. It does not score the seller or judge anyone's contribution. People decide what the figures mean.

Kept for as long as it matters

When the final period closes, the ledger is kept for the retention period set for the account, six years by default. Owners and admins are emailed before it is deleted, and can lengthen it if the earnout is disputed. The project itself is not deleted.

The Earnout Ledger is in BETA. It is included in the 14-day trial on Integration, Divestiture and Value Creation projects, and is an add-on after that. The feature page has the detail.

About AtlanticM&A

AtlanticM&A is the Agentic Transformation OS. Its agents work inside the programme, both augmenting and automating the work of the transformation team: work plans, governance, stakeholders and reporting in one place, with a live value bridge that moves as the work does. It is a system of work rather than only being a system of record: the charter is written in it and the plan is built in it. Meeting notes come back as proposed updates to the plan and the RAID log, the team decides what stands, and every change the AI makes carries an audit trail. The platform does the slide-building, status reporting and stakeholder briefings that usually keep a consulting pyramid busy, so a small senior team can run the programme more nimbly and for less.

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