Are there any contingent earn-out or performance-based components in the sale agreement? | F (Aug 07, 2025) | Candlesense

Are there any contingent earn-out or performance-based components in the sale agreement?

Answer

Based on the information supplied in the news release, there is no explicit mention of a contingent earn‑out or any other performance‑based component being part of the sale agreement between Bob Masheter (seller) and Oleg Kislyansky/Drive Choice (buyer) for Dick Masheter Ford in Columbus, Ohio.

Why this conclusion is drawn

What the release says What it does not say
“Performance Brokerage Services, the leader in dealership buy‑sell activity, announces the sale of Dick Masheter Ford in Columbus, Ohio from Bob Masheter to Oleg Kislyansky of Drive Choice.” • No reference to “earn‑out,” “contingent payment,” “future consideration,” “performance‑based payment,” or any similar language that would indicate a conditional component tied to future results.
• The release is a standard transaction announcement (date, parties, location, and the broker involved). • No details on the purchase price structure, financing terms, or any “seller‑financing” or “deferred‑payment” arrangements that are often used to signal earn‑out provisions.

What this means for the question

  • If a contingent earn‑out or performance‑based component existed, it would typically be highlighted in a press release of this type because such terms are material to the transaction and often of interest to investors, lenders, and industry observers.
  • Since the release does not contain any such language, we must conclude—based solely on the provided content—that the sale was presented as a straightforward transaction without any disclosed contingent or performance‑based elements.

Caveats

  • Absence of evidence is not evidence of absence. The lack of mention in the press release does not categorically prove that no earn‑out provisions exist; it simply means they were not disclosed in this particular public announcement.
  • Confidential deal terms: Many dealership transactions include private, non‑public terms (e.g., seller‑financing notes, hold‑backs, or earn‑outs) that are not disclosed in press releases. If such terms were part of the agreement, they would be known only to the parties involved and possibly to their advisors.
  • Future filings or disclosures: If the transaction were part of a larger corporate restructuring, a public company’s SEC filing (e.g., a Form 8‑K) might later reveal earn‑out provisions. As of the date of this news release (08 Aug 2025), no such filing is referenced.

Bottom line

From the information provided in the news release, there is no indication of any contingent earn‑out or performance‑based component in the sale agreement. If you require definitive confirmation, you would need to review the actual purchase agreement, any related SEC filings, or obtain direct confirmation from the parties or their legal counsel.