Close-up of hands signing a real estate document at a meeting table with three people. Why 'Best Acquisitions and Exits 2027' Isn't a Ranking
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Part of Acquisitions and exits: reading deal mechanics

Why 'Best Acquisitions and Exits 2027' Isn't a Ranking

Best acquisitions and exits 2027 isn't a ranked list. This guide weighs payment, timing, earnouts, holdbacks and obligations against seller constraints.

There is no best acquisition. There is an offer that fits what a particular seller needs, and a set of offers that do not.

So this page ranks nothing. It takes the seller's seat instead. A search for the best acquisitions and exits 2027 has no universal answer: given two or three offers on a table, what separates them, and which differences matter more than the headline number?

The celebrity transactions below illustrate different structures. Rare Beauty, the Selena Gomez cosmetics brand, drew a minority investment from a group including Sir John and other backers rather than an outright sale.

Ryan Reynolds sold Aviation Gin to Diageo in 2020 for an upfront figure plus an earnout tied to growth targets.

George Clooney and Rande Gerber sold Casamigos to Diageo in 2017 for $700 million upfront with up to $300 million more contingent on performance.

What to take away

  • Headline price says little about what the seller receives. Timing, contingency and continuing obligations decide that.
  • Two offers with the same number can differ by years in when the money arrives, and by whether it arrives at all.
  • Aviation Gin and Casamigos both carried earnouts. The seller's payout depended on targets the buyer's team then ran.
  • A seller with other shareholders or investors is not free to pick the offer they personally prefer.
  • Name the constraint that made the sale worth doing before comparing anything.

The seller's own constraint comes first

Before comparing offers, name the thing that made a sale worth doing.

  • Getting out.The seller wants to stop working in the business. Any structure requiring three more years of their attention fails, whatever it pays.
  • Certainty.The seller wants a known amount on a known date. Contingent consideration is a discount, not an upside.
  • The upside.The seller believes the business is about to get much better and wants a share of that. A larger cash figure now is the worse deal.
  • Keeping the name usable.The seller wants to do something else in the same category later. A broad non-compete or a wide name license is disqualifying.
  • Protecting the team.The seller cares what happens to the people. This is a real constraint and it is routinely ignored in comparisons.

An offer is better or worse only against one of those. That is why published rankings of deals are entertainment: they are scoring answers without knowing the question.

What actually differs between two offers

What actually differs

The comfortable version

Form of payment
Cash at closing
Timing
One payment
Contingency
None
Holdback
Small, short, capped
Seller obligations
A clean handover
Name license
Term limited, categories listed
Restrictions
Narrow non-compete
Liability
Capped and time limited

The version that costs the seller

Form of payment
Buyer's stock, which is not money until it can be sold
Timing
Installments over years, unsecured
Contingency
An earnout on marks the buyer now controls
Holdback
A large sum in escrow for a long period
Seller obligations
Years of appearances, posts and events
Name license
Perpetual, all categories, worldwide
Restrictions
A bar on the seller's whole trade
Liability
Uncapped for a long list of matters

Both Aviation Gin and Casamigos carried contingent money, and the sellers' final take depended on hitting targets after the buyer took over.

Two Offers Compared

Comfortable

Payment
Cash at closing
Timing
One payment
Contingency
None
Holdback
Small, short
Obligations
Clean handover
Name license
Limited categories
Restrictions
Narrow non-compete
Liability
Capped, time limited

Costs Seller

Payment
Buyer's stock
Timing
Unsecured installments
Contingency
Earnout on marks
Holdback
Large, long escrow
Obligations
Years of appearances
Name license
Perpetual, worldwide
Restrictions
Bar on whole trade
Liability
Uncapped, long list

The three that hurt later

The holdback. Part of the price sits in escrow as security for the promises the seller made about the business. It is normal. It becomes painful when the period is long and the list of matters it secures is open ended, because the seller has spent the rest of the money and cannot fund a claim.

In small consumer deals, a typical holdback runs 12 to 24 months. It is usually capped at 5 to 10 percent of the price and secures only the seller's representations on financial statements, brand ownership, and undisclosed liabilities.

The continuing obligation. Post-sale promotional agreements are common in this category and they are work.

The Federal Trade Commission's (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising explain when endorsers should disclose a material connection to a brand. Selling the company does not erase an ongoing endorsement relationship or its disclosure implications.

A seller who signed for three years of content has sold their time as well as their business.

The earnout. The seller is paid more if the business performs, and the buyer decides everything that determines whether it does. This is the single most reliable source of post-closing disagreement in small consumer deals.

Targets are usually written as a revenue or gross profit figure for the next 12 to 24 months. Measurement follows the buyer's accounting system and the buyer's standard policies.

Payout is often a percentage of the excess over the target, or a single sum if the target is hit. Disputes come from the definitions: what counts as revenue, which costs are deducted, and whether the target resets when the buyer changes distribution.

When the choice is not the seller's to make

Where the company has other shareholders, directors deciding between offers owe duties to the company, not to whichever shareholder likes an offer best. The note on fiduciary duty sets the general shape of that duty.

In practice, a founder cannot pick a buyer they get on with, and a minority holder cannot block a deal they merely dislike.

Investors also hold contractual rights that reorder the outcome: consent rights over a sale, a preference on the proceeds, and drag-along provisions that force a reluctant minority to sell alongside the majority. The celebrity companies page explains why the arrangement behind a headline determines who is even in the room.

A comparison worksheet that ranks nothing

Set the offers side by side and fill this in for each. Do not score it out of ten; read the rows against the constraint you named at the top.

Offer Comparison Worksheet

  • Amount payable at closing, unconditionally
  • Amount payable later, and what it depends on
  • Non-money payment, and when it converts
  • Total months of seller's time required
  • Length and breadth of restrictions afterward
  • Who decides earnout measurements
  • What happens to name if buyer stops using it
  • Which employees have written offers

Here is an illustrative pair on the same business. Offer A pays $40 million cash at closing. Offer B pays $25 million cash plus up to $25 million on an earnout.

A comparison worksheet

Offer A

Form of payment
Cash at closing
Timing
One payment
Contingency
None
Holdback
5 percent for 12 months
Seller obligations
None after closing
Name license
None
Restrictions
Non-compete, 3 years, skincare only
Liability
Capped at the holdback

Offer B

Form of payment
60 percent cash, 40 percent buyer stock
Timing
Cash at closing, stock locked up for 12 months
Contingency
$10 million earnout on year one revenue
Holdback
10 percent for 24 months
Seller obligations
Two appearances a year for three years
Name license
Seller keeps a license for skincare only, 10 years
Restrictions
Non-compete, 5 years, all beauty categories
Liability
Uncapped for IP and tax matters

On a certainty constraint, Offer A wins. On an upside constraint, the same seller can prefer Offer B.

The acquisitions and exits page covers how the headline number is assembled. The portfolio case studies page shows how to check what a buyer's group actually is before agreeing to join it.

When a transaction is a licensing arrangement dressed as a sale, the franchises and licensing page describes the line between the two.

Why we do not publish a ranked list

A list of the year's best exits would need private prices, confidential terms, and judgment about outcomes not visible for years. Every published version is assembled from announcements written by the parties.

The best celebrity companies 2027 page makes the fuller argument about what a real ranking would require.

Common questions

Is an all-cash offer always the best one?

For a seller who wants certainty, usually. For one who believes in the buyer's plan, taking stock or an earnout can be worth more. Neither is right in the abstract.

How long should a holdback last?

In small consumer deals, 12 to 24 months is a typical period and 5 to 10 percent of the price a typical cap. Ask what it secures, whether it is capped, and what has to happen for release.

Can I compare an offer to what similar businesses sold for?

Only loosely, because those terms are private and the reported figures are usually headline totals including contingent money. Treat comparisons as orientation, not as pricing.

Should I take advice on this?

Yes, from a lawyer and an accountant who act for you rather than for the buyer, and before you sign anything, including a letter of intent that looks non-binding.

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