Management and sellers notes

Hi there. I saw a recent question here where I could not find the answer and was hoping you could help. The transaction is being funded with a 1.0x contingent seller note. this note is assumed to be paid out in full (at exit) if seller meets a certain ebitda target at exit, and is payed out at a certain % between a range of EBITDAs. Does this show up on S&U? Also how would you model out this note at exit if the target is hit / not hit. If it is not hit does it turn into sponsor equity or how does that affect sponsor returns ?

Do you have any tipps where I can find Excel lbo models with management notes and sellers notes? Many thanks!!

Anne

2 Comments
 

If I understood your question correctly, you are buying a company with vendor financing and an earn out structure - I think this post could answer your question https://www.wallstreetoasis.com/forums/how-do-you-model-an-earn-out-in-…

Not sure where you can find modelling practice specifically on vendor financing, because it is mostly just modelled like other debt financing items, the only difference is that it is a non-cash item. 

 

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