VINCI COMPASS COMPLETES ACQUISITION OF 50.1% STAKE IN VERDE ASSET MANAGEMENT

Rhea-AI Summary

Vinci Compass (NASDAQ: VINP) completed acquisition of a 50.1% controlling stake in Verde Asset Management on Dec 1, 2025. The deal adds approximately R$16 billion AUM across Brazilian and global multi-strategy funds and pension plans and is intended to strengthen Vinci Compass' Global Investment Products & Solutions (Global IP&S) platform.

The first-phase consideration was paid in a mix of newly issued VINP Class A common shares and cash, with a second installment payable after two years contingent on revenue targets; a five-year earn-out will govern purchase of the remaining 49.9% for shares and/or cash. Vinci Compass expects the transaction to be double-digit accretive to FRE per share and low-to-mid single-digit accretive to Distributable Earnings per share.

Positive

• R$16 billion AUM added to Vinci Compass
• 50.1% controlling stake secures governance influence
• Immediate double-digit accretion to FRE per share
• Strengthens Global IP&S product shelf and discretionary AUM mix

Negative

• Second installment after two years is contingent on revenue targets
• Earn-out obligates purchase of remaining 49.9% payable in shares and/or cash in five years
• Use of new VINP Class A shares in consideration creates potential dilution

Insights

Corporate M&A Analyst

Vinci Compass acquired 50.1% of Verde, adding R$16 billion AUM; deal is equity-and-cash financed and reported as immediately accretive.

Vinci Compass closed on a controlling 50.1% stake in Verde Asset Management on December 1, 2025, adding approximately R$16 billion of AUM and expanding its Global IP&S multi-strategy shelf. Consideration combined newly issued VINP Class A common shares and cash, with a staged payment: an installment at closing, a second installment after two years contingent on revenue targets and customary conditions, and a five-year earn-out for the remaining 49.9% payable in shares and/or cash.

The structure shifts part of the purchase economics to performance-linked milestones, which aligns incentives but leaves near-term cash and ownership outcomes conditional on Verde meeting revenue targets. The company explicitly states the acquisition will be immediately accretive on a double-digit basis to FRE per share and low-to-mid single-digit accretive to Distributable Earnings per share; those explicit metrics drive the transaction's positive framing and are the primary factual support for economic benefit.

Key dependencies and short-term risks include meeting the stated revenue targets that trigger the second installment, successful integration of a large R$16 billion AUM platform into Vinci Compass’ Global IP&S mix, and the dilution or capital impact from newly issued VINP Class A shares. Watch the contingent payment milestone at roughly two years and the five-year earn-out timing for the remaining 49.9% as monitorable events that will materially affect cash flows and ownership. Expect relevant updates around those milestone dates and any disclosures of integration metrics within a two- to five-year horizon.

RIO DE JANEIRO, Dec. 1, 2025 /PRNewswire/ -- Vinci Compass Investments Ltd. (NASDAQ: VINP) ("Vinci Compass,"  "we," "the Company," "us," or "our"), the controlling company of a leading alternative investments and global solutions provider in Latin America, announced today that it has completed the previously announced acquisition of 50.1% stake in Verde Asset Management ("Verde"), one of Brazil's leading multi-strategy asset managers with a widely recognized brand and outstanding long-term track record.

As a result of the closing, Vinci Compass adds approximately R$16 billion in assets under management ("AUM") across Brazilian and Global multi-strategy funds and Pension Plans, further enhancing the Global Investment Products & Solutions ("Global IP&S") product shelf and discretionary AUM mix.

"It is a privilege to formally welcome Luis Stuhlberger and the Verde team as partners of Vinci Compass," said Alessandro Horta, Chief Executive Officer of Vinci Compass. "This transaction establishes Verde as a foundational element of our multi-strategy and Global IP&S platforms, reinforcing our role as the partner of choice for clients' global and local allocation needs."

Transaction Overview

The Transaction, which was announced on October 6^th, 2025, closed today and was structured in two phases. In this first phase, Vinci Compass acquired a controlling 50.1% stake in Verde through a mix of newly issued VINP Class A common shares and cash, with payment set in two installments, first at Closing and the second after two years, contingent on revenue targets and other customary conditions. The second phase was structured as an earn-out to be paid five years after Closing, at which time Vinci Compass will acquire the remaining 49.9% stake in Verde, with consideration payable in new VINP Class A common shares and/or cash at Vinci Compass' discretion.

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.

About Vinci Compass

Vinci Compass stands as the premier partner for alternative investments and global solutions in Latin America. With nearly three decades of experience and local operations from eleven offices in Latin America and the US, our expertise spans: Private Equity, Credit, Real Estate, Infrastructure, Forestry, Equities, Global Investment Products & Solutions, and Corporate Advisory. Each segment is managed by specialized teams dedicated to investment and advisory excellence. As of September 2025, Vinci Compass had R$316 billion in assets under management and advisory.

About Verde Asset Management

Founded in 2015, Verde Asset Management is run by a team working together for over 25 years, pioneers in the launch of several investment strategies in Brazil. Verde manages approximately R$16 billion across Brazil and Global Multi-strategy, and Pension Plans strategies. The Verde fund launched in 1997 is one of the largest and oldest multi-strategy funds in Brazil.

Forward-Looking Statements

This press release contains forward-looking statements that can be identified by the use of words such as "anticipate," "believe," "could," "expect," "should," "plan," "intend," "estimate" and "potential," among others. By their nature, forward-looking statements are necessarily subject to a high degree of uncertainty and involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside of our control. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements and there can be no assurance that such forward-looking statements will prove to be correct. The forward-looking statements included herein speak only as at the date of this press release and we do not undertake any obligation to update these forward-looking statements. Past performance does not guarantee or predict future performance. Moreover, neither we nor our affiliates, officers, employees and agents undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this press release. Further information on these and other factors that could affect our financial results is included in filings we have made and will make with the U.S. Securities and Exchange Commission from time to time.

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SOURCE Vinci Compass Investments Ltd.

FAQ

What stake did Vinci Compass acquire in Verde and when did the deal close (VINP)?

Vinci Compass acquired a 50.1% stake in Verde; the transaction closed on Dec 1, 2025.

How much AUM does Verde add to Vinci Compass (VINP)?

The acquisition adds approximately R$16 billion in AUM across Brazilian and global multi-strategy funds and pension plans.

How is the Verde purchase being paid and are there contingencies for VINP shareholders?

First-phase consideration was paid in a mix of new VINP Class A shares and cash; a second installment after two years is contingent on revenue targets.

Will Vinci Compass buy the remaining Verde shares and when (VINP)?

Yes; an earn-out requires acquisition of the remaining 49.9% five years after closing, payable in VINP shares and/or cash at Vinci Compass' discretion.

What is the expected near-term earnings impact of the Verde acquisition for VINP?

Vinci Compass expects the transaction to be double-digit accretive to FRE per share and low-to-mid single-digit accretive to Distributable Earnings per share.