Vinci Compass Investments to acquire Verde Asset Management

Vinci Compass Investments announced an agreement to acquire Verde Asset Management, one of Brazil’s leading multi-strategy asset managers with a widely recognized brand and outstanding long-term track record. Verde’s team has been working together for more than 25 years, tracing its origins to 1997, with the launch of the Verde fund. Verde manages R$16B in AUM across Brazilian and Global multi-strategy funds and Pension Plans. The Transaction was structured in two phases and follows a “Price-to-Fee Related Revenues” valuation framework. In the first phase, Vinci Compass will acquire 50.1% of Verde, with total estimated consideration composed by 3.1 million new Class A common shares and R$46.8 million in cash. Payment will be set in two instalments, first at Closing, fixed at 2.2 million new Class A common shares and R$32.4 million in cash, and the second after two years, estimated at 0.9 million new Class A common shares and R$14.4 million in cash, contingent on revenue targets and other customary conditions. The second phase was structured as an earnout, to be paid after five years of Closing, in each Vinci Compass will acquire the remaining 49.9% of Verde, with a consideration payable in new Class A common shares and/or cash at Vinci Compass’ discretion, and a value estimated at R$127.4 million. The Transaction was designed for a long-term transition, as Verde executives and senior management will continue in their current roles and remain fully committed to managing Verde’s funds and overall portfolio, preserving an independent investment and risk-management governance structure, while aligning interests via performance-linked revenue sharing agreements. Luis Stuhlberger will continue to serve as Verde’s CEO and CIO, preserving the team’s day-to-day autonomy while benefiting from Vinci Compass’ broader platform. Verde’s main executives will join Vinci Compass as partners and shares received as part of the Transaction will be subject to lockups with partial releases over a period of five years. We expect the Transaction to be immediately accretive on a double-digit basis to FRE per share and low-to-mid single-digit accretive to Distributable Earnings per share.The Transaction is expected to close in the fourth quarter of 2025, subject to regulatory approvals and other customary closing conditions.