Transaction Overview - Federated Hermes, Inc (FHI) will acquire 80% of FCP Fund Manager, L.P (FCP) for $239 million upfront, consisting of $215.8 million in cash and $23.2 million in FHI shares [50] - There is a potential earnout consideration of up to $92 million based on achieving certain performance thresholds [50] - FHI will have the option to purchase, and Management Company Sellers will have the option to sell the remaining interest in FCP after five years through a Put/Call agreement [50] Financial Impact - FCP's expected 2025 revenue is approximately $59 million and EBITDA is approximately $30 million [50] - The upfront consideration represents 9.9x 2025 projected EBITDA less 20% minority interest [50] - The transaction is expected to be accretive to EPS, with FY2027E accretion of approximately $0.13 per share [52] - The transaction is expected to close in the first half of 2026 [50] Strategic Rationale - The acquisition significantly expands FHI's U S based private markets investment presence [10] - FCP has $3.8 billion in AUM as of June 30, 2025, which will anchor FHI's private markets growth initiative [10, 15] - FCP has invested in or financed more than $14.6 billion of residential and commercial real estate in gross asset value since inception [20, 36]