Market Standards: Trends in De-SPAC Earnouts

2022 proved to be less SPAC-tacular than anticipated for publicly held special purpose acquisition companies (SPAC) seeking business combinations with a private target (de-SPAC). While the market had its ups and downs in 2022, the use of earnouts in nearly half of the de-SPACs remained consistent between 2021 and 2022.      

Practical Guidance surveyed 154 transactions identified as de-SPACs and announced between January 1, 2022, and December 31, 2022. According to Markets Standards, 64 of the surveyed de-SPACs (42%) included earnouts as part of the merger consideration. In de-SPAC transactions, earnouts refer to the right of sponsors, key employees, and/or target company stockholders to receive additional equity if certain milestones are met, usually based on the combined company’s post-closing public stock price. In some de-SPACs, earnouts were based on the achievement of revenue targets during earnout periods.

Market Standards is a powerful tool for researching and comparing over 38,000 M&A transactions from 2008 to the present. Leverage Market Standards to find on-point precedent language on the most highly negotiated transactions with over 150+ M&A deal points. To learn more about how it can help M&A attorneys work more efficiently, click here.

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