# 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](https://2y3x.com/agents/products/2y3x-programme/) working alongside the founder and the [Growth Lab Team](https://2y3x.com/agents/method/growth-lab-team/).

## Related tracks

- For founders **approaching a sale in the next 12 months**: the [2Y3X Sale Accelerator](https://2y3x.com/agents/products/2y3x-programme/) (£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](https://2y3x.com/agents/products/personal-advisory/).

## See also

- [The 2Y3X programme](https://2y3x.com/agents/products/2y3x-programme/)
- [Chapter 6 — Financial and Corporate](https://2y3x.com/agents/book/scale-at-speed/chapter-6-financial-and-corporate/)