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, and the record keeps who confirmed it.
Feature · Earnout Ledger
BETA
What was done to reach the earnout, on your record.
Each period's results, the obligations the seller and the buyer took on in the agreement, and what was done to meet them, each line recorded with who entered it and when. Nothing on the record is overwritten, so you can rely on it if the earnout is disputed.
Included in the 14-day trial on Integration, Divestiture and Value Creation projects. After the trial it is an add-on, $600 a month for each earnout.
Chapters
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Transcript of the film
0:00The earnout outlasts the integration
An earnout runs longer than the integration, but it draws on what the integration and value creation work have already captured. And earnouts are often disputed, so tracking progress, and what the seller did to reach the earnout, matters.
0:14Where the work already is
So the earnout lives in the project it pays out on. A person confirms every term, and each measure is a line from the accounts, a KPI, or a synergy the team already tracks.
0:26Corrections, never edits
A figure is never overwritten. A correction is a new version with its reason, and the first figure stays on the record.
0:36A closed month locks
When a month ends, one person closes it and its figures lock. Reopening it takes a reason, and that stays on the record too.
0:47What both sides did
It records what the seller did to reach the earnout, and what the buyer committed to, as facts against the agreement. Never as a score.
0:58The Earnout Statement, in any pack
The Earnout Statement goes into any Report Centre pack. And a sponsor can ask Claude Desktop, or any MCP client, for that pack, built from the live record.
1:10A record you can rely on
Even when the deal is folded into a value creation plan, its earnout is still tracked. So at settlement, long after the team has gone, the record is one you can rely on.
One record of the earnout, kept as it happens
Set up once from the agreement, then kept period by period by the people who did the work.
Measures you can trace
A P&L line, a synergy bucket the project already tracks, or a KPI, each with its targets per period, tracked monthly, quarterly or yearly.
Figures with their source
Every plan and actual figure records who entered it, when, and a note of where it came from.
Corrections, never edits
Changing a figure creates a new version with a reason. The original stays on the record, and the database refuses to overwrite it.
Closed periods, locked
Closing a period locks its figures. Reopening it needs a reason, and the close and the reason stay on the record.
Shared by grant
Give each person full or read-only access. You can also give the other party to the earnout a read-only view; they cannot change, approve or hold up anything. On a sell-side divestiture the record is kept from your client's side, because your client is the seller.
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 seller's attendance and actions are proposed from captured meetings and recorded only once a person confirms them.
A statement for the board pack
An earnout statement for Report Centre decks: each period's figures, corrections and closes. People with full or read-only access can add it; seller access cannot, and internal notes never appear in it.
Kept after the program ends
Archiving the project does not stop the earnout: it keeps running, and can still be updated, until it is settled. After the final close the ledger is kept for your account's retention period, six years by default. Owners and admins are emailed 30 days before it is deleted, and the project itself stays.
The ledger shows the payout per the formula as entered. It is not a determination of what is owed: your purchase agreement governs.
From signing to the final period
What the ledger holds over the life of the earnout.
1Set up
At signing
Terms, sellers and their shares, the measures and their targets, confirmed term by term.
2Record
Each period
Plan and actual figures entered as they are known, each with its source.
3Close
Period end
One person with full access closes the period, which locks its figures. Reopening it needs a reason.
4Settle
Final period
At settlement you have one record of every period, every correction and who closed each one.
Built with the first customers
BETAThe Earnout Ledger is in BETA. The record works today, and we are adding to it with the firms using it on live earnouts.
Questions, answered
Only the people given access, one by one: full, read-only or seller, once the earnout is switched on for the project. The account owner always has full access. Account admins and the project's integration director and steering committee decide who else does.
Yes, as a correction. The change is a new version with a reason, and the original stays on the record. A closed period is reopened first, with a reason.
It shows the payout per the formula as entered, so you can see the arithmetic. It is not a determination of what is owed: your purchase agreement governs.
Integration, buy-side and sell-side Divestiture, and Value Creation projects. On a sell-side divestiture the record is kept from your client's side, as the seller.
Yes. Each seller is recorded as a party to the agreement, with their share where the agreement sets one.
Yes. Internal notes are kept with the ledger and are never shown to anyone with seller access. The author can reword a note, and earlier versions are kept.
A copy starts without an earnout, because the record belongs to one deal. A transfer to another AtlanticM&A account takes the ledger with it, and the receiving account grants access again.
Yes. Adding the deal to a Buy and Build makes the rest of it read-only, but its ledger stays live: figures are still entered, corrected and closed, period by period, and if the Buy and Build and its deals are archived, an open earnout keeps running until it is settled. Continuing the deal as its value creation plan keeps the ledger on the same project.
Keep your next earnout on the record
Included in the 14-day trial on Integration, Divestiture and Value Creation projects. After the trial it is an add-on, $600 a month for each earnout.