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EQT agrees to acquire Stockbridge for $375m upfront, up to $550m with earnout

EQT has agreed to buy US real estate investment manager Stockbridge for $375m upfront, with performance-related payments that could lift total consideration to $550m.

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EQT has agreed to acquire US real estate investment manager Stockbridge for an initial $375m, with additional performance-related payments that could increase total consideration to $550m, according to Private Equity Wire. The acquisition is expected to complete in the first quarter of 2027, according to Private Equity Wire.

Transaction structure and ownership

The transaction will give EQT full ownership of Stockbridge’s management company and general partner entities, according to Private Equity Wire. The deal also grants EQT the right to invest in 35% of carried interest in future Stockbridge funds, according to the same report.

Financing and management reinvestment terms

EQT will reportedly finance the initial $375m consideration using cash on its balance sheet, according to Private Equity Wire. Stockbridge’s senior management will reinvest half of their proceeds in EQT shares, subject to lock-up periods extending from 2029 to 2031, according to Private Equity Wire.

Earnout timing and performance expectations

The agreement includes up to $175m in additional payments between 2027 and 2030 that are contingent on Stockbridge meeting agreed performance targets, according to Private Equity Wire. Stockbridge is expected to generate between $35m and $45m in fee-related EBITDA in 2027, representing a margin of 30% to 35%, according to Private Equity Wire. Stockbridge’s fee-related EBITDA is projected to grow 15% to 20% annually after 2027, according to the same report.

Stockbridge AUM and portfolio focus

Stockbridge manages approximately $16.5bn in fee-generating assets and has a gross asset value of $27bn, with investments across US real estate sectors, particularly industrial and residential properties, according to Private Equity Wire. The report cited by Private Equity Wire attributes the transaction details to Reuters.

Widely known context: In asset management M&A, buyers commonly structure consideration with performance-based earnouts tied to future financial targets, while also using management reinvestment and multi-year lock-ups to align incentives post-close.

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