Earnout Maximiser®
Earnout Maximiser® is a registered trade mark of 2Y3X Ltd. It is the name of the 2Y3X sale-preparation and sale-execution track — the consulting engagement focused on maximising the value an agency founder receives during the earn-out period of a sale.
What an earn-out is
In agency M&A, deals are commonly structured as:
- An up-front consideration paid at close.
- A series of earn-out tranches — payments made during the years after close, conditional on the agency hitting agreed financial targets (typically revenue and EBITDA).
A typical earn-out is three years. The proportion of total deal value tied to the earn-out can be very large — sometimes the majority of the headline number.
Why founders leave money on the table
Most founders sell their company once. They have no playbook for the earn-out period. Common failures:
- Targets agreed without modelling realistic post-close growth.
- Acquirer overheads imposed on the agency, depressing EBITDA.
- Key staff leaving during the earn-out.
- Customer churn caused by integration friction.
- The founder personally exhausted and no longer driving growth.
Each of these costs the founder real money.
What the Earnout Maximiser engagement does
The Earnout Maximiser engagement is a 2Y3X programme variant focused specifically on the period from sale signing through to the end of the earn-out. The work covers:
- Pre-sale tidy-up: removing discount factors before the buyer comes in.
- Earn-out target negotiation: realistic financial targets that the agency can actually hit.
- Succession team: building the leadership team that will run the business during the earn-out, so the founder is not the single point of failure.
- Customer retention: maintaining the relationships through the integration.
- Operational performance: the same 2Y3X disciplines (weighted pipeline, UxR efficiency, CSS) applied to keep growth on track during the earn-out.
Earnout Maximiser engagements typically run for the duration of the earn-out, with the 2Y3X consulting team working alongside the founder and the Growth Lab Team.
Related tracks
- For founders approaching a sale in the next 12 months: the 2Y3X Sale Accelerator (£5,500 / $10,000 per month) is the most common entry point.
- For founders already in active sale conversations who want Felix's personal counsel: Personal advisory.