Earn-Out

A provision within a loan agreement that allows the borrower to receive additional funds from the lender upon completion of certain events (such as receiving a Certificate of Occupancy or surpassing pre-defined operating performance thresholds). Earn outs are structured using holdback agreements. Beyond loan agreements, earn-outs are also used in business acquisitions, joint ventures, and other performance-based agreements to align incentives and manage risk.

Putting ‘Earn-Out’ in Context

Chesapeake Bank, a regional lender based in the Mid-Atlantic, has agreed to finance the acquisition and redevelopment of Silver Spring Village Shopping Center, a 52,000 square-foot neighborhood shopping center in Silver Spring, Maryland. The shopping center, originally built in the early 1990s, has several underperforming tenants and deferred maintenance, making it a prime candidate for a value-add investment strategy.

The borrower, a local real estate investment firm, has negotiated a $10 million loan from Chesapeake Bank to fund the acquisition and renovation of the property. Given the value-add nature of the deal, Chesapeake Bank included an earn-out provision within the loan agreement. The loan will initially fund $8 million for the acquisition and immediate renovation costs, but the remaining $2 million is held back and will only be disbursed once certain performance thresholds are met.

Specifically, the earn-out is structured to release funds once the borrower achieves two key milestones:

• Occupancy Threshold: The shopping center must reach an 85% occupancy rate, compared to its current 60%.
• NOI Growth: The borrower must increase Net Operating Income (NOI) from its current $300,000 annually to at least $600,000, demonstrating the success of the repositioning strategy.

In practice, this means that the borrower is incentivized to move quickly to improve the property’s value. Chesapeake Bank mitigates its risk by tying additional financing to the performance of the project—if the borrower is unable to meet these thresholds, the additional $2 million in funds will not be released.

For example, if after 18 months of leasing efforts and renovations, the borrower successfully brings occupancy up to 90% and increases NOI to $650,000 annually, Chesapeake Bank would release the $2 million held back in the earn-out provision. This additional capital can then be used to cover remaining capital expenditures or further enhance the property, increasing its overall value for both the borrower and the lender.

This earn-out structure benefits both parties:

• Chesapeake Bank ensures that the property is performing before extending more risk.
• The borrower receives an incentive to execute their value-add strategy effectively, knowing they have access to additional funds if successful.

The earn-out provision is a crucial part of the loan, aligning interests and reducing risk for both lender and borrower in this type of value-add investment.