Core Viewpoint - Virtus Investment Partners has announced a definitive agreement to acquire a majority interest in Keystone National Group, expanding its offerings into private markets with a focus on asset-backed lending strategies [1] Group 1: Transaction Details - The acquisition involves a purchase price of $200 million at closing, with an additional potential $170 million in deferred consideration based on future revenue targets [1] - The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions [1] - Virtus plans to finance the acquisition using existing balance sheet resources [1] Group 2: Keystone National Group Overview - Keystone National Group, established in 2006, specializes in asset-centric private credit and has over 20 years of experience managing private credit assets [1][2] - As of October 31, 2025, Keystone managed $2.5 billion and has deployed over $6 billion in more than 750 transactions [1] - Keystone's flagship fund, the Keystone Private Income Fund (KPIF), has $2.0 billion in assets and is recognized for its stable investment performance [1] Group 3: Management and Operations - Keystone's management team will retain significant equity and enter into long-term employment agreements post-acquisition [1] - Keystone will maintain autonomy over its investment process and day-to-day operations, preserving its culture and brand identity [1] - The firm employs approximately 40 individuals and operates from Salt Lake City, Utah [2]

Acquisition Overview - Virtus Investment Partners will acquire a 56% majority interest in Keystone National Group for $200 million in cash at closing[13] - Up to $170 million in deferred consideration, including earnout payments, may be paid based on future revenue targets[13] - Management will retain a 44% stake, with Virtus increasing ownership to 75% through staged equity purchases in years 3-6[13] Keystone National Group Highlights - Keystone manages $2.5 billion in assets under management (AUM) across four core strategies[8, 11] - Keystone's flagship $2.0 billion tender offer fund (KPIF) is available in the RIA market[8, 11] - Keystone has invested over $6 billion of capital in more than 750 transactions since its founding in 2006[11] - Keystone's Real Estate Private Credit AUM is ~$400 million and Real Estate Equity AUM is ~$100 million[12] Financial Impact - The transaction is expected to increase Virtus' operating margin by approximately 200 basis points[13] - The estimated contribution to 2026 EPS, as adjusted, is approximately $1.50[13] - Intangible assets are expected to create annual tax savings of approximately $5 million per year[13] Market Context - Non-bank financing represents $1.9 trillion of the ~$5.5 trillion US Specialty Finance market[20] - Private credit accounts for $200-300 billion of the Specialty Finance market[20]