Your team took active part in negotiations and according to the latest information the Seller and the Buyer have not agreed on a final price for the 100% of the equity. Your senior manager Diana Raub says: " we need to develop an earn out structure that will help to bridge the gap in price expectations of the two parties". It was agreed between the buyer and the seller that the owner of the business will remain a in charge of the Target company operations within the New Company the for the next three years. Major investment and financing decisions would be done under supervision of the EU board of directors, while majority of operating decisions remain with the Seller.

The initial fixed payment is agreed to be $160M and the proposed benchmark and actual operating cash flows are provided in the table below.

• Table 4. 2020 2021 2022

Benchmark operating cash flows 35 38 42

Actual Operating cash flows 33 42 47

• The agreement is that the buyer will compensate 3 times the excess of operating cash flows over the benchmark estimations.
• The buyer is applying the multiple of 8 to calculate the increase in shareholders' value.

QUESTION:

1) Explain what is earnout and how it helps to complete the deal?

2) Based on the performance provided in the table what will be the amount paid to or paid by Mr.Garbour (the Seller)?

3)What is the potential increase in shareholders value for the Buyer?