Dallas, Texas – November 19, 2020 – An affiliate of P10 Holdings, Inc. (OTC: PIOE, “P10”) has signed a definitive agreement to purchase Enhanced Capital Group, LLC (“Enhanced Capital”), a premier impact investment platform with a two-decade history of generating outstanding socially responsible returns for its stakeholders. Enhanced Capital has deployed in excess of $2 billion into impact credit and impact equity investments since its founding, with a broad product offering which includes small business lending in impact areas and to women and minority-owned businesses, renewable energy, and historic building rehabilitation.
“We could not be more excited to welcome Enhanced Capital into the P10 family,” said Co-CEOs Robert Alpert and C. Clark Webb. “Similar to our private equity, venture capital, and private credit solutions, Enhanced Capital has long delivered an exceptional investment process alongside a best-in-class culture and team. With CEO Michael Korengold and his executive team at the helm, we look forward to decades more of outstanding performance for Enhanced investors and stakeholders alike.”
Alpert and Webb continued, “With the addition of the Enhanced Capital team and investment strategies, P10 and its subsidiaries are uniquely positioned to offer a comprehensive suite of private equity, venture capital, private credit, and impact solutions to limited partners around the globe. In each of these asset classes, we are blessed with premier investment talent, strategies, and track records. We also see significant opportunity to offer impact capital solutions to our GPs and their portfolio companies as the importance of impact continues to grow. Overall, we believe our teams are well positioned to continue raising and deploying capital at superior risk-adjusted returns on behalf of our investors while generating long-term value for P10 shareholders.”
Enhanced Capital CEO Michael Korengold noted, “I believe the addition of Enhanced Capital onto the P10 platform creates a best-in-class franchise in private equity, venture capital, private credit, and impact investing, offering a full suite of market leading private markets products and services to underlying fund sponsors and investors alike. With a 20-year history in socially responsible investing, we believe we are well positioned to provide investment solutions to satisfy the increasing global demand for impact investments.”
Terms of the Transaction
As consideration in the deal, Enhanced Capital will be receiving convertible preferred equity (“convertible preferred”) in a limited liability company (“Holdco”) and cash. All the common units of Holdco are owned by P10. Holdco directly or indirectly owns each of the P10 investment platforms. After the closing, Enhanced Capital will continue to be managed by its existing team, and Enhanced Capital CEO Michael Korengold will also join the P10 Holdco Executive Management Committee.
The convertible preferred is expected to yield 1% per year in cash and be convertible at the holders’ option into common equity at Holdco. The convertible preferred contains certain put rights and governance rights at Holdco.
The cash portion of the transaction is expected to be primarily funded with current P10 cash on hand, an additional draw on our existing credit facility and the proceeds from the exercise of a call option by a current investor in Holdco.
Pro-Forma Financial Impact
P10 expects the addition of Enhanced Capital to be immediately accretive to Adjusted EBITDA and Adjusted Net Income.1
Unlike many alternative asset managers, the vast majority of P10 revenues and EBITDA is derived from predictable management and advisory fees on funds and separate accounts with an average duration approaching 10 years at launch. With our capital light business model, peer-leading margins and predictable earnings stream, we believe we are well positioned to deliver long term value to P10 shareholders as we continue to compound free cash flow.
Subject to Enhanced Capital limited partner and other customary approvals, we expect the transaction to close in the next 45 days.
P10’s Certificate of Incorporation, as amended, contains certain provisions for the protection of tax benefits relating to P10’s net operating losses. Such provisions generally void transfers of shares that would result in the creation of a new 4.99% shareholder or result in an existing 4.99% shareholder acquiring additional shares of P10.
1 Adjusted EBITDA and Adjusted Net Income (formerly “Total Cash Earnings”) are non-GAAP items. Please see our quarterly financial releases for a reconciliation.
Important Cautions Regarding Forward-Looking Statements
This press release includes forward-looking statements that relate to the business and expected future events or future performance of P10 and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, "believe," "expect," "anticipate," "estimate," "intend," "plan," "targets," "likely," "will," "would," "could," and similar expressions or phrases identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about P10's ability to implement their business strategy, continue to earn superior returns, and their ability to consummate the contemplated transaction. The future performance of P10 may be adversely affected by various risks and uncertainties, including, without limitation, future capital requirements, regulatory actions or delays and other factors that may cause actual results to be materially different from those described or anticipated by these forward-looking statements. For a more detailed discussion of these factors and risks, investors should review P10's annual and quarterly reports. Forward-looking statements in this press release are based on management's beliefs and opinions at the time the statements are made. All forward-looking statements are qualified in their entirety by this cautionary statement, and P10 undertakes no duty to update this information to reflect future events, information or circumstances.