Fiera Capital Corporation is to acquire Clearwater Capital Partners (Clearwater), an Asia-focused credit and special situations investment firm.
Headquartered in Hong Kong, Clearwater is a privately held employee-owned asset manager with USD1.4 billion in assets under management. Clearwater’s assets will be added to Fiera Capital’s Private Alternative Investments division, complementing the Firm’s existing suite of private alternative investment strategies and adding extensive investment experience and depth through offices and teams across the Asia-Pacific region.
“The transaction establishes Fiera Capital’s Asia-Pacific footprint and provides a rare opportunity to gain entry to the Asian private credit market,” says Vincent Duhamel (pictured), Global President and Chief Operating Officer of Fiera Capital. “Combining Clearwater’s deep investment experience in Asia with Fiera Capital’s global distribution capabilities enhances our ability to meet the growing demand from clients for a full spectrum of investments in credit and special situations.”
John Valentini, Executive Vice President, Global Chief Financial Officer and President, Private Alternative Investments division of Fiera Capital, adds: “As a leading firm in credit and special situations, Clearwater comes to Fiera Capital with a strong, culturally aligned senior leadership team that will add to the bench strength of our existing Private Alternative Investments division and provide an established platform to boost the growth and distribution of an enhanced suite of private markets strategies to clients. With a 16-year track record of solid performance, the Clearwater team has an established presence in the Asia credit space, an industry which today represents USD50 trillion in investment opportunities.”
Clearwater operates in five offices across Asia-Pacific and the United States (Hong Kong, Singapore, Seoul, Mumbai and Connecticut) and specialises in three core private credit investment strategies: direct lending, stressed credit and distressed and special situations. From its founding in 2001, Clearwater has invested USD5.1 billion over 352 positions and exited USD5.8 billion across 315 fully realised deals since inception (31 December, 2017). Robert Petty and Amit Gupta will continue to lead Clearwater as Co-CEOs and Co-CIOs.
“We are very excited to begin this new chapter in our business. Our partnership with Fiera Capital allows us to leverage the strength of a global network to continue delivering outstanding returns and solutions to clients worldwide,” says Robert Petty and Amit Gupta, co-founders of Clearwater Capital Partners. “We are proud to choose a partner that supports our investment independence, and also celebrates our culture, entrepreneurship, risk adjusted approach to building diversified portfolios while mentoring best-in-class talent across our business. Joining Fiera Capital is the clear next step to grow our business and continue to provide profitable and innovative alternative investment solutions to even more clients around the world.”
The aggregate consideration paid at closing in connection with the transaction will be USD21 million, subject to various adjustments. At closing, subject to such adjustments, Fiera Capital will pay USD12 million in cash and will issue USD9 million in Fiera Capital Class A subordinate voting shares. Additional contingent payment and earnout considerations of up to USD44 million will be paid over five years based on the achievement of financial milestones. The acquisition is expected to be slightly accretive to earnings in 2019.
The Class A subordinate voting shares will be issued by Fiera Capital to the sellers at closing at a price per share equal to the thirty (30) day aggregate volume-weighted average per share price on the Toronto Stock Exchange for the period of the thirty (30) consecutive trading days ending on the second-to-last full trading day prior to the closing. Any Class A subordinate voting shares to be issued by Fiera Capital to the sellers as earnout consideration will be at a price per share equal to the five (5) day aggregate volume-weighted average per share price on the Toronto Stock Exchange for the period of the five (5) consecutive trading days ending on the second-to-last full trading day prior to the closing.
The acquisition, expected to close over the coming months, is subject to customary conditions, including applicable regulatory approvals and approval of the Toronto Stock Exchange.