Adding this additional context by @thesamparr

@JesseTinsley I read this as cute reporting on Hubspot’s part. They detail that the total CASH purchase price as $17.2M not the total purchase price as $17.2M cash. The distinction is important. This satisfies their GAAP disclosure requirements without opening the kimono too far on the full

@SecretCFO Good catch. “cash purchase price” doesn’t necessarily mean total deal value. It seems likely employment retention or bonuses make up the rest. HubSpot could’ve included retention or employment $ not in the 10K. The only figure disclosed appears to be $17.2M cash consideration.

@JesseTinsley Clearly you have never sold a company. I have sold multiple. There is more to the M&A than the closing cash. You can get millions in personal comp, retention bonuses.

@JesseRank I’ve done 10+ acquisitions in the last few years. I spend close to 90% of my time on M&A… in fact it’s this experience that makes it clear to me that employment / retention and acquisition price are two entirely different things.

@JesseTinsley Wouldn't an earn out be separate from the upfront amount listed in this SEC filing?

@itcdr It’s my understanding the earnout would have to be listed here. However if he has retention or employment compensation (ie a bonus, equity etc) then this wouldn’t be listed on the 10k as a part of the acquisition.

@JesseTinsley Could be stock + earn out + performance incentives (his podcast and co kept growing after that) - I think the message still holds - he a life changing amount of money making him post economic and post giving a crap about posts like this haha

@andrew_sova_ As a CFA I’m disappointed you can’t see a difference between $17.2m and $40m+..

@JesseTinsley Only thing I can think of is the *net of cash acquired* comment. Guess it’s possible that Hustle had a big slug of cash on its B/S.

@thrmhr I believe It lists ~$3m cash on their B/S

@JesseTinsley It’s a little sus He’ll have to do a breakdown on his pod how it was 50/50 cash + equity split at the time of sale. Unless he was referring to the value at peak Hubspot stock price? (which wouldn’t make sense)

@derkolstad It lists zero equity in their 10k filing to the SEC (again that I could find). It would have to be listed somewhere in the 10k as consideration . If you look at my screenshot closely it lists total consideration.

@JesseTinsley Management vest maybe?

@valmianski The consideration would have to be listed in that filing is my understanding. If Employment / retention compensation that is a not a sale price

@JesseTinsley What if there was a later earnout?

@y_molodtsov 100% of equity interests …then continue reading. The earn out would be listed here… it’s not

@JesseTinsley Acquisition was $20 Million with a big equity component. Hubspot stock was up ~100% by the end of 2021.

@demhagpt It doesn’t say anywhere on there equity? In fact it says form of payment: cash

@JesseTinsley Might include salary and other bonus cash and stock consideration. That can go into tev too. Don’t hate.

@SaleemSKhatri I spend 90% of my time in M&A…Employment and retention compensation aren’t included in the acquisition price. So it’s misleading if what you’re saying is true.