April 23 (Reuters) - Donald Trump is set to secure on
Tuesday a stock bonus worth $1.3 billion from the company that
operates his social media app Truth Social, equivalent to about
half the majority stake he already owns in it, thanks to the
wild rally in its shares.
The award will take the former U.S. President's overall
stake in the company, Trump Media & Technology Group ( DJT )
, to $4.1 billion.
While Trump has agreed not to sell any of his TMTG shares
before September, the windfall represents a significant boost to
his wealth, which Forbes pegs at $4.7 billion.
Unlike much of his real estate empire, shares are easy to
divest in the stock market and could come in handy as Trump's
legal fees and fines pile up, including a $454.2 million
judgment in his New York civil fraud case he is appealing.
The bonus also reflects the exuberant trading in TMTG's
shares, which have been on a roller coaster ride since the
company listed on Nasdaq last month through a merger with a
special purpose acquisition company (SPAC) and was snapped up by
Trump supporters and speculators.
Trump will be entitled to the stock bonus under the terms of
the SPAC deal once TMTG's shares stay above $17.50 for 20
trading days following the company's March 26 listing. They
ended trading on Monday at $35.50, and they would have to lose
more than half their value on Tuesday for Trump to miss out.
TMTG's current valuation of approximately $5 billion is
equivalent to about 1,220 times the loss-making company's
revenue in 2023 of $4.1 million.
No other U.S. company of similar market capitalization has
such a high valuation multiple, LSEG data shows. This is despite
TMTG warning investors in regulatory filings that its
operational losses raise "substantial doubt" about its ability
to remain in business.
A TMTG spokesperson declined to comment on the stock award
to Trump. "With more than $200 million in the bank and zero
debt, Trump Media ( DJT ) is fulfilling all its obligations related to
the merger and rapidly moving forward with its business plan,"
the spokesperson said.
While Trump's windfall is rich for a small, loss-making
company like TMTG, the earnout structure that allows it is
common. According to a report from law firm Freshfields
Bruckhaus Deringer, stock earnouts for management were seen in
more than half the SPAC mergers completed in 2022.
However, few executives clinch these earnout bonuses because
many SPAC deals end up performing poorly in the stock market,
said Freshfields securities lawyer Michael Levitt. TMTG's case
is rare because its shares are trading decoupled from its
business prospects.
"Many earnouts in SPACs are never satisfied because many
SPAC prices fall significantly after the merger is completed,"
Levitt said.
To be sure, TMTG made it easier for Trump to meet the
earnout threshold. When TMTG agreed to merge with the SPAC in
October 2021, the deal envisioned that TMTG shares had to trade
above $30 for Trump to get the full earnout bonus. The two sides
amended the deal in August 2023 to lower that threshold to
$17.50, regulatory filings show.
Had that not happened, Trump would not have yet earned the
full bonus because TMTG's shares traded below $30 last week. The
terms of the deal, however, give Trump three years from the
listing to win the full earnout, so he could have still earned
it if the shares traded above the threshold for 20 days in any
30-day period during this time.