My firm is offering me 5% of the company. The structure they laid out for buyback of this equity seems odd to me. What are your thoughts?
"The purchase price of equity shall be equal to 5X net profit for the 12 calendar months preceding the firm's election to repurchase the 5% equity (net profit is defined as gross profit minus all expenses including but not limited to rent, salaries, accounting, legal, marketing, advertising, technology, sales commissions, revenue share, licensing fees, consulting fees, interest, repayment of loans etc.)" Thanks
Structurally, it would probably be better for you to have it as a multiple of gross revenue, because there are fewer accounting games possible. Beyond that, the main question is whether you like the multiple.
More pertinently, why is there a buyback structure at all? You would (probably) be better off with a put option + drag-along/tag-along.
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Net income is easy to manipulate. (Book an expense this year versus next year or just increase loans and interest expense.) So I would suggest pushing the calculation against EBITDA (earnings before interest, taxes and depreciation/amortization). This way when they change the capital structure your not screwed by it.