Holdback
Written by Christopher Krassnig - Founder - Kairos Exchange and ZenoX Media.
Published
- Checks in every memo8
- Automatic on day one3 of 8
- Read by handad spend and processor payouts
- Tracked ecom salesEUR 200M+ZenoX ad-management figures, not Kairos deal volume - Kairos hasn't closed a deal yet.
Holdback is the slice of a purchase price kept in escrow after closing until agreed conditions hold, typically that revenue stays near what the seller claimed through the transition. On Kairos, the offer builder caps the percentage and fixes the schedule at structuring time, and the escrow provider holds it, not Kairos. Verified revenue shrinks it, since a buyer only insures what it cannot already check.
How It Releases
The purchase agreement names the conditions and the schedule up front, often one tranche after the transition period ends and the rest at a fixed later date, or release tied to revenue holding inside an agreed band. On Kairos, the offer builder caps a holdback at 25 percent of the price, on a schedule of 12, 18, or 24 months set when the offer is structured, and the held slice sits with the escrow provider, never with Kairos, until the condition clears. Those conditions have to be checkable from data both sides can actually see, or the holdback becomes the exact argument it was meant to prevent. Small deals often skip one entirely and lean on the escrow inspection window instead.
Not to Be Confused With
- Earnout
- a holdback is money already earned that is only withheld to insure against a false claim; an earnout is money not yet earned, paid only if a future target is hit. Confuse them and a seller can spend a holdback in their head as guaranteed income that still depends on hitting a number.