In today’s SPAC market, we’re seeing more sponsors incorporate performance-based earn-outs into their promote structures. These earn-outs typically delay sponsor equity until certain milestones are reached, such as stock price thresholds, EBITDA targets, or time-based vesting.
This approach is designed to better align sponsor incentives with long-term shareholder value and public market performance. Investors, including PIPE participants and public shareholders, may view these structures favorably as they seek alignment with the company’s future growth. While not required, performance-based promotes are becoming more common among sponsors focused on long-term outcomes.
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Michael J. Blankenship is a licensed attorney and is a partner at Winston & Strawn LLP. Joshua Wilson is a licensed Florida real estate broker and holds FINRA Series 79 and Series 63 licensure. The content of this podcast is intended for informational and educational purposes only and should not be interpreted as legal, financial, or compliance advice. The views and opinions expressed by the hosts and guests are their own and do not necessarily reflect the official policies or positions of any regulatory agency, law firm, employer, or organization.
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