Earn out and Sources and Uses

I'm curious if anyone knows how to treat an earn-out on the sources and uses. The company has an EV of $100mm, but only $50mm of it is being paid upfront (all with debt including transaction costs) with the rest paid over time based on performance. Would this impact sources and uses at all? 

It makes sense to me that it would if we treated it like an additional loan or like seller financing. My guess is it could look like this:

sources:

debt (upfront fee)- $51mm

seller financing - $50mm

Total sources: $101mm

Uses:

Seller proceeds: $50mm

Earn-out liability: $50mm

transaction costs: $1mm

Total Uses: $101mm

I could be totally wrong though. Anyone have some insight?

Thanks

3 Comments
 

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