We are looking at a potential acquisition in an industry where earnouts are very common. As a complication, this opportunity would also be ideal for a rollup (or at least a couple add-on acquisitions in the near-term).

With this in mind, can anyone suggest any resources regarding best practices for structuring an earnout in this situation?

The concern is that if the earnout were subject to static EBITDA thresholds, then the Company would be motivated to make a lot of add-on acquisitions (regardless of quality) to get over the EBITDA threshold.

Given this setup, how could the earnout be structured to accommodate future add-on acquisitions without being overly complex or creating perverse incentives.

Appreciate any thoughts and/or resources. Thanks