Seller Dissatisfaction with Earnouts

An HVAC owner reported receiving only 80% of the LOI value due to working capital adjustments and reduced ad budgets affecting earnout performance.

“The cash at close was exactly what we agreed. The working capital adjustment took $340K we didn’t see coming. The earnout we hit 60% of because they cut our ad budget in month 4 and lead volume tanked. The rollover I’ll find out about in 2028. Net of all of it, I made about 80% of the number on the LOI.”

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