Join the AM&AA Edge for timely, expert-led virtual education designed for M&A professionals. Each session explores relevant trends, practical strategies, and key issues shaping the middle market, helping you stay informed, sharpen your expertise, and gain insights you can apply right away.

Wednesday, September 23, 2026
11:00 AM - 12:00 PM (CDT)

Member - $50

Non-Member - $100

Earnouts, Rollovers & Seller Notes in 2026: Structuring and Negotiating the Deal

AM&AA Ed|ge Series

Join the AM&AA Ed|ge Series for timely, expert-led virtual education designed for M&A professionals. Each session explores relevant trends, practical strategies, and key issues shaping the middle market, helping you stay informed, sharpen your expertise, and gain insights you can apply right away. 

September 2026 | Earnouts, Rollovers & Seller Notes in 2026: Structuring and Negotiating the Deal

Earnouts, seller notes, and rollover equity are becoming increasingly common in middle-market transactions as buyers and sellers look for ways to bridge valuation and financing gaps. When structured effectively, these tools can help move a deal forward. When the terms are unclear or poorly aligned, they can lead to missed payments, unexpected risk, and post-closing disputes.

This webinar will explore how earnouts, seller notes, and rollover equity are being used in today’s market. The session will cover negotiation strategies and the practical drafting issues that dealmakers should coordinate with legal counsel, including performance metrics, operating covenants, control rights, security, subordination, set-off rights, and remedies.

Attendees will gain a clearer understanding of when these structures can support a transaction, when they may create more risk than value, and how to develop terms that are enforceable, financeable, and acceptable to sellers, lenders, and investment committees.

What You’ll Learn

  • When to use earnouts, seller notes, and rollover equity
  • What is currently considered market for these structures in lower middle-market transactions
  • How to structure earnout metrics, definitions, and performance targets
  • How operating covenants and control rights affect a seller’s ability to achieve an earnout
  • Key considerations for seller-note security, subordination, set-off rights, and remedies
  • How to structure terms that senior lenders and investment committees will accept
  • How to work with legal counsel to identify and address potential issues early

Why Attend Live

  • Hear practical guidance from an experienced M&A advisor
  • Learn how earnouts, seller notes, and rollover equity are being used in current transactions
  • Understand the negotiation and drafting issues that commonly lead to disputes
  • Participate in a live Q&A with Xavier Staggs
  • Ask questions related to your transactions, clients, or organization
  • Earn 1.0 CPE credit, subject to participation requirements

Click the button below to join the virtual session.

CONTACT

Have a question?

info@amaaonline.com

Featured Speakers

avatar
Xavier Staggs
Advisor
The Raivax Group

VIRTUAL SESSION FAQs

Registration is $50 for AM&AA members and $100 for non-members. Interested in membership? Learn more here to explore member benefits and access exclusive pricing on AM&AA education and events.

All you need to participate is a reliable internet connection and a supported browser, preferably Chrome or Firefox. Audio will stream through your computer speakers, so we recommend testing them before the event begins.

No software download is required, and a webcam is not needed.

If you are joining live, once the countdown in the waiting room reaches zero, you’ll be prompted to open Zoom either in your browser or in the Zoom app if it’s installed on your computer. Select your preferred option and you’ll be taken into the live session.

If you are viewing the on-demand recording, it will open directly in your browser after you log in. You will not be prompted to open Zoom or any other external application.

For technical assistance, please send an email to info@amaaonline.com

The virtual session will be hosted in the Central Time Zone.

To join the virtual session, first click the Register button at the top right of this page and complete your registration. You’ll be prompted to create a password during that process. Once registered, click Join Virtual Session to enter the waiting room. Live chat with other attendees will be available there before the session begins.

Yes. A recording of the virtual session will be available to view on-demand 3 business days after the live online event.

You will be able to submit questions or comments by typing them into the Q&A widget during the event. These questions will be answered as time allows during the Question & Answer session following the presentation.

We welcome your questions. Please email us at info@amaaonline.com.

All feedback and suggestions for virtual sessions may be sent to info@amaaonline.com.

Prerequisites: Hold an academic degree (e.g. PhD, JD, MBA or Bachelor Degree); and/or one or more professional designations (such as CPA, CFA, CVGA, CEPA, or equivalent). Consideration will also be made for attendees who have private lower middle market management, owner, or advisory experience.

Advanced Preparation: None

Program Level: Intermediate

Delivery Method: Group Internet Based

Refunds and Complaint Resolution: Requests for refunds must be received in writing no later than thirty (30) days from initial program registration. No refunds will be granted for refund requests made later than thirty (30) days from initial program registration. No refunds will be granted for programs that are currently in process or completed. For more information regarding refund, complaint and program cancellation policies, please contact us at 312-856-9590.

Official National Registry: Alliance of Merger & Acquisition Advisors (AM&AA) is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.