Выплаты по результатам (earnout) в сделках слияний и поглощений на развивающихся рынках капитала
One of the main considerations in any M&A transaction is the method of payment. The right choice of method of payment contributes to the reduction of the company's cost of capital, risk diversification, and shareholders' wealth creation. The article presents the analysis of earnout contracts, which have been increasing in popularity in the last decades. In contrast to the existing studies, we conduct a comprehensive study of this mechanism for bidding firms in emerging capital markets. We study factors influencing the probability of choosing this method to pay for M&A deals, compare the performance of mergers and acquisitions paid for by earnouts with deals paid for by classic instruments, such as cash and stock. Particular attention in the paper is paid to the factors, affecting the performance of M&A deals paid by earnout. Based on the sample of 1556 deals, initiated by companies from emerging capital markets, we find that the earnout mechanism is usually employed by bidding firms, which have experience in M&A deals and make cross-border acquisitions in high-risk countries. We also find that earnout contracts contribute to shareholders' wealth creation at a greater level than cash payments. The results of our regression analysis show that the benefits to M&A deals of using earnout are higher in the case of cross-border deals in which high-tech firms, acting in the countries with high-risk level are acquired by bidding firms with no or little experience in M&A deals.