Nuvini Announces Strategic Restructuring of Earnout Liabilities with 36% Reduction
Rhea-AI Summary
Nuvini (Nasdaq: NVNI) announced a renegotiation of earnout contingent liabilities with founders that reduces those obligations by 36% as of Dec. 23, 2025.
The company said the restructuring materially improves its proforma debt-to-EBITDA profile, positions Nuvini to obtain more favorable private credit financing, and will support payoff of existing obligations and fund new strategic acquisitions over the next 90 days. Nuvini also reiterated it remains on track to close the previously announced acquisition of MK Solutions and maintains a pipeline of negotiated targets.
Positive
- Earnout liabilities reduced by 36%
- Improved proforma debt-to-EBITDA profile
- Positions company to secure favorable private credit terms
- Funding available to pay obligations and pursue acquisitions within 90 days
Negative
- None.
Key Figures
Market Reality Check
Peers on Argus
NVNI was down 5.25% while peers were mixed: PHUN up 1.53%, HKIT and YXT down more than 7%, and INLX and NTWK modestly negative, indicating stock-specific pressure rather than a uniform sector move.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Dec 05 | Insider capital raise | Positive | +19.1% | CEO committed $6M private placement at premium with additional warrant funding. |
| Nov 17 | Board appointment | Positive | +5.7% | Added AI-focused director to support technology and growth strategy oversight. |
| Nov 05 | Capital markets update | Positive | +6.2% | Outlined reporting, capital allocation, and EBITDA margin and growth targets. |
| Nov 03 | Long-term targets | Positive | -4.9% | Set multi-year EBITDA guidance, margin goals, and leverage/acquisition framework. |
| Oct 28 | CFO appointment | Positive | -1.1% | Named experienced capital markets CFO to support M&A and shareholder focus. |
Recent strategic, capital markets, and leadership updates have more often coincided with positive price reactions, though two operating-target and management announcements saw modest declines.
Over the last few months, Nuvini has focused on capital structure, leadership depth, and long-term profitability. On Oct 28, 2025 it named a new CFO, followed by detailed operating targets on Nov 3 and a capital markets update on Nov 5. Board strengthening with an AI-focused director came on Nov 17. On Dec 5, the CEO committed $6M at $4.00 per share, supporting debt repayment and acquisitions. Today’s earnout restructuring continues that theme of leverage management and acquisition-focused positioning.
Market Pulse Summary
This announcement centers on a 36% reduction in earnout contingent liabilities, improving Nuvini’s proforma debt-to-EBITDA profile and aiming to secure better private credit financing. It follows recent steps such as a new CFO, capital markets updates, and an insider-led capital raise. Investors may focus on how this strengthened balance sheet supports closing the MK Solutions deal and funding additional acquisitions over the next 90 days, alongside progress toward stated EBITDA and leverage targets.
Key Terms
debt-to-EBITDA ratio financial
ERP technical
M&A financial
AI-generated analysis. Not financial advice.
~ Renegotiation with Founders Significantly Improves Capital Structure and Debt Profile ~
~ Enhanced Balance Sheet Positions Company for Private Credit Financing and Continued M&A Execution ~
NEW YORK, Dec. 23, 2025 (GLOBE NEWSWIRE) -- Nuvini Group Limited (Nasdaq: NVNI) ("Nuvini" or the "Company"), Latin America's leading serial acquirer of B2B SaaS companies, today announced the successful renegotiation of earnout contingent liabilities with founders of previously acquired portfolio companies, resulting in a
The restructuring significantly improves Nuvini's proforma debt-to-EBITDA ratio, positioning the Company to secure more favorable terms for private credit financing. This enhanced capital structure will support the payoff of existing obligations and fund new strategic acquisitions over the next 90 days.
Strategic Rationale
"This restructuring reflects our commitment to maintaining a disciplined and optimized capital structure as we continue executing our acquisition strategy," said Pierre Schurmann, Founder and Chief Executive Officer of Nuvini. "By proactively renegotiating these earnout obligations with our portfolio company founders, we have created significant financial flexibility that will enable us to access private credit markets on more attractive terms."
The renegotiation demonstrates the strong, collaborative relationships Nuvini maintains with founders across its portfolio, with all parties aligned on the long-term value creation opportunity.
M&A Pipeline Update
Nuvini continues to advance its strategic acquisition agenda. The Company remains on track to close the previously announced acquisition of MK Solutions, a leading ERP for ISPs. Additionally, Nuvini maintains a robust pipeline of negotiated acquisition targets that meet the Company's disciplined investment criteria.
"While we have strong conviction in our acquisition pipeline, we believe it is prudent to optimize our capital structure before moving forward with additional transactions," Schurmann continued. "This balance sheet strengthening positions us to execute more efficiently and on better terms as we pursue our growth objectives."
About Nuvini
Headquartered in São Paulo, Brazil, Nuvini is Latin America's leading private serial acquirer of business to business (B2B) software as a service (SaaS) companies. The Company focuses on acquiring profitable, high-growth SaaS businesses with strong recurring revenue and cash flow generation. By fostering an entrepreneurial environment, Nuvini enables its portfolio companies to scale and maintain leadership within their respective industries. The company's long-term vision is to buy, retain, and create value through strategic partnerships and operational expertise.
Forward-Looking Statements
Statements about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute "forward-looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. The Company cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, without limitation: the Company's ability to complete the potential acquisitions on the anticipated timeline or at all; general market conditions that could affect the consummation of the potential acquisition; if definitive documents with respect to a potential acquisition are executed, whether the parties will achieve any of the anticipated benefits of any such transactions; and other factors discussed in the "Risk Factors" section of the Company's Quarterly and Annual Reports filed with the Securities and Exchange Commission ("SEC") and the risks described in other filings that the Company may make with the SEC. Factors or events that could cause the Company's actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. Any forward-looking statements speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. We caution you, therefore, against relying on any of these forward-looking statements.
Nuvini Investor Relations Contact
Sofia Toledo
ir@nuvini.co
MZ North America
NVNI@mzgroup.us
FAQ
What did Nuvini (NVNI) announce on December 23, 2025 about earnout liabilities?
How does the 36% earnout reduction affect Nuvini's debt metrics (NVNI)?
Will Nuvini (NVNI) use the restructuring to fund acquisitions and when?
Does the announcement change the MK Solutions acquisition timeline for NVNI?
What financing opportunities does Nuvini (NVNI) expect after the earnout restructuring?
How does Nuvini describe founder relationships after the earnout renegotiation (NVNI)?
