What is Contingent Consideration?

Contingent consideration is an obligation of the acquiring entity to transfer additional assets or equity interests to the former owners of an acquiree. The amount of this consideration can be significant, depending on the subsequent performance of the acquiree. The terms under which this consideration will be calculated and paid is part of the acquisition agreement. The consideration will only be paid if specified future events occur or conditions are met.

Advantages of Contingent Consideration

There are several advantages to the use of contingent consideration. First, a buyer can use it to avoid paying too much for a target company. If the buyer suspects that the seller’s forecasts are too high, then achieving the forecast can be tied to contingent consideration. Second, the buyer does not need to pay as much cash up-front. Instead, some of the purchase price is delayed until the actions tied to the contingent payment are achieved. And finally, the prospect of an additional payout at a later date is an excellent incentive for the sellers to continue working for the business after it has been sold.