Private Equity IPO Deal Terms
Our analysis of Private Equity portfolio company IPOs from 2021-2025 reveals how structuring and governance choices create opportunities for sponsors while navigating public-market dynamics.
Finding the balance: Control and market sentiment
When sponsors take companies public, governance is where control, flexibility, and investor expectations intersect. Over the past five years, shifts in board rights, veto powers, and defensive measures have reshaped both opportunities and risks for sponsors in the public markets.
This survey analyzes 86 sponsor-backed IPOs from 2021–2025, each raising over $100m, to track how governance terms are evolving. It shows where sponsors are maintaining influence, where companies are adapting to public company norms, and what that balance means for the next wave of listings.
The findings offer both a quantitative benchmark and a strategic lens: identifying where sponsors align with market practice, where they diverge, and how those decisions may affect future transactions.
Preparing for the next cycle
For private equity sponsors and portfolio companies considering an IPO, understanding these trends is critical. This report highlights not only what has become market practice, but also the governance issues most likely to shape the next generation of sponsor-backed offerings.
Key findings:
63% of the surveyed IPOs were primary only. 37% included a secondary component, with 30% having both a primary and secondary component and 7% being secondary only.
