The Earnout Structure That Actually Protects Sellers

In this episode, Lucas and Luna break down the earnout — one of the most misunderstood and misused tools in private business sales. Rather than rehashing the standard warnings, they focus on a specific structural fix: the 'fixed-earnout-plus-minimum-guarantee' model used by middle-market investment bankers in the lower-middle market. Lucas walks through a real-world example: a specialty-chemicals distributor that sold for $28 million with an earnout tied to gross-margin dollars, not revenue. They explain why that distinction matters, how a minimum guarantee floor changes seller leverage, and why buyers actually prefer a well-structured earnout over a lower fixed price. The episode closes with a concrete checklist for any seller entering earnout negotiations — including the one number every seller should track from day one. #EarnoutStructure #BusinessSale #PrivateSale #SellerProtection #MergersAndAcquisitions #MiddleMarket #ExitPlanning #BusinessBroker #GrossMargin #MinimumGuarantee #LiquidatedDamages #EarnoutNegotiation #DealStructure #SellerFinancing #AdvisorValue #BusinessPodcast #FexingoBusiness #TheBuyerAndSellerPodcast Keep every episode free: buymeacoffee.com/fexingo