Vinci Compass Investments Ltd 6-K, filed Mar 7, 2024
Vinci Compass Investments Ltd. (VINP)
About this 6-K
Vinci Compass Investments Ltd filed this 6-K on March 7, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN
PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2024
Commission File Number: 001-39938
Vinci Partners Investments Ltd.
(Exact name of registrant as specified in its charter)
Av. Bartolomeu Mitre, 336
Leblon – Rio de Janeiro
Brazil 22431-002
+55 (21) 2159-6240
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F |
X |
Form 40-F |
TABLE OF CONTENTS
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Vinci Partners Investments Ltd. | |||
| By: | /s/ Sergio Passos Ribeiro | ||
| Name: | Sergio Passos Ribeiro | ||
| Title: | Chief Financial Officer | ||
Date: March 7, 2024
Exhibit 99.1
VINCI PARTNERS AND COMPASS ANNOUNCE BUSINESS COMBINATION, CREATING THE GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA
| § | Combined platform will have more than US$50 billion in assets under management1; |
| § | Vinci to expand its geographical footprint across eight countries, establishing a leading pan-regional platform; |
| § | Vinci to solidify its position as the gateway to alternative asset management in Latin America, becoming a full-service platform with local-to-local, local-to-global, global-to-local and global-to-regional investment opportunities; |
| § | Transaction is expected to be immediately accretive to FRE per Share. |
RIO DE JANEIRO, March 07, 2024 -- Vinci Partners Investments Ltd. (NASDAQ: VINP) (“Vinci Partners,” “Vinci,” "we," "us," or "our"), a leading alternative investment platform based in Brazil, announced today an agreement (the “Transaction”) for a combination with Compass. Once closed, the Transaction will create a full-service Latin American alternative asset manager with more than US$50 billion in assets under management1 (“AUM”), across private markets, investment products and solutions (“IP&S”), public equities and corporate advisory segments.
Founded in 1995, Compass is a leading independent asset manager and investment advisory firm in Latin America (“LatAm”), currently present in seven countries in LatAm, the U.S. and U.K.2, with outstanding reputation and 20 executive partners with a track record of consistently strong performance.
Compass has developed a leading and differentiated platform in LatAm, with US$37 billion in assets under management and advisory, distributed across two main business lines:
| (i) | IP&S, as pioneers in providing investment solutions across traditional and global alternative assets, to institutional investors, family offices, intermediaries and HNWI in Latin America. Compass has built a distinguished ecosystem of proprietary relationships over the last 28 years, providing access to world-class managers and global brokerage services, as well as discretionary global investment solutions and asset allocation to Latin American investors; |
| (ii) | Asset Management Latam: More than 25-year history of managing a wide range of funds and investment strategies focused exclusively on Latin America, through: a) Credit, by managing funds and portfolios across the full spectrum of risk, from investment grade to private credit, including LatAm high-yield strategies, and b) Public Equities, by managing pan-LatAm and country-specific equity funds and mandates for Latin American and global clients. |
“This combination with Compass marks the most significant step so far in our long-term strategic growth plan presented at our Investor Day, allowing us to expand our footprint into Latin America, one of the most attractive markets for alternatives,” said Alessandro Horta, Chief Executive Officer of Vinci Partners.
“Together, we will become a true pan-regional platform, and create a leading player in Latin America, expanding our geographic footprint and strengthening our combined business through complementary products, broader geographic coverage and more diversified revenue and funding bases. We believe this transaction consolidates Vinci’s position as the gateway to alternative investments in Latin America, as
1 Includes assets under management and advisory as of December 2023.
2 Commercial presence in the United Kingdom.
investors gain unparalleled access to the full-suite of alternative investments across the region, and we will be able to meet our stakeholders’ investment needs on a local-to-local, global-to-local, local-to-global and global-to-regional basis.”
“We are thrilled to partner with a leader in alternative investments in Brazil and are excited about the future opportunities for our combined platform alongside Vinci,” said Jaime Martí, partner and Chief Executive Officer of Compass.
“Over the last 28 years, we have built a strong reputation through our extensive distribution network and track record in Latin America. Combining with Vinci is the perfect complementary move, as we gain access to a leading and diverse set of alternative investment opportunities in Brazil. Our shared vision includes offering the best Latin American investment solutions to global investors and providing global solutions to Latin American investors. There is a significant opportunity to grow in LatAm, and the combination with Vinci will allow us to develop new regional products leveraging on their extensive capabilities as well as expand our product base into Brazil through Vinci´s distribution relationships.”
Strategic Rationale
| § | Combination of businesses creates a leading platform in Latin America, with more than US$50 billion in assets under management; |
| § | Transaction is fully aligned with Vinci’s strategic growth plan to expand its geographic footprint into a true pan-regional platform; |
| § | Vinci will be able to enhance the distribution reach of its investment strategies across Latin America through Compass‘ unmatched platform, and Compass will be able to provide access to world-class managers and offer global and regional solutions to Vinci´s broad client base in Brazil; |
| § | Mindset and cultural alignment between partners from both companies, catalyzing superior execution; |
| § | Transaction is immediately accretive to Vinci´s Fee Related Earnings (“FRE”) per share, with short and medium-term additional accretion from revenue and productivity enhancement synergies to be unlocked with the integration of both platforms. |
Transaction Overview
The Transaction will have a total upfront consideration of 11,783,384 shares of VINP Class A common stock, and a cash consideration of US$31.3 million, in the form of VINP Class C redeemable common stock.
Under the agreement, Compass partners are entitled to an earn-out of up to an additional 7.5% stake in the combined entity, subject to the achievement of pre-determined metrics, to be paid in VINP Class A common stock until 2028.
Upon Transaction closing, Manuel Balbontín, partner, founder and Chairman of Compass, and Jaime de la Barra, partner, founder and Vice Chairman of Compass, will join Vinci´s Board of Directors.
Compass executives and senior management will continue in their current roles and remain fully committed to the combined business, with a long-term plan aligned with the plan that is currently in place for Vinci´s executive partners.
The Transaction is expected to close in the third quarter of 2024, subject to regulatory approvals and other customary closing conditions.
Goldman Sachs & Co. LLC acted as financial advisor to Vinci, with Simpson Thacher & Bartlett LLP as transaction legal counsel and Carey Abogados as Latin American legal counsel. Morgan Stanley & Co. LLC acted as financial advisor to Compass, with Skadden, Arps Slate, Meagher & Flom LLP as transaction legal counsel.
Conference Call and Webcast Information
Vinci Partners will host a conference call on Friday, March 8, 2024 at 8:00 am (Eastern Time) to discuss the Transaction. A detailed presentation of the Transaction will be posted to Vinci’s IR website and on the SEC website at www.sec.gov in advance of the conference call.
To access the webcast and presentation please visit the Events & Presentations’ section of the Company's website at: www.ir.vincipartners.com/news-and-events/events-and-presentations. For those unable to listen to the live broadcast, there will be a webcast replay on the same section of the website.
To access the conference call through dial in, please register at Dial in Registration [https://mzgroup.zoom.us/webinar/register/WN_E6WRNvdsT-eFnl9PLRryNA] to obtain the conference number and access code.
About Vinci Partners
Vinci Partners is a leading alternative investment platform in Brazil, established in 2009. Vinci Partners' business segments include private equity, public equities, real estate, private credit, infrastructure, hedge funds, special situations, investment products and solutions, and retirement services, each managed by dedicated investment teams with an independent investment committee and decision-making process. We also have a corporate advisory business, focusing mostly on pre-initial public offering, or pre-IPO, and merger and acquisition, or M&A, advisory services for Brazilian middle-market companies.
About Compass
Compass is a leading independent asset management firm in Latin America, providing investment advisory to institutional investors, intermediaries, family offices, and high-net worth individuals. Founded in New York in 1995, the firm has over 25 years of experience and a team of more than 300 professionals currently present in seven countries in Latin America, the U.S. and UK2. Compass has more than US$37 billion in assets under management and advisory and maintains strategic relationships with world renowned asset managers.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by the use of words such as “outlook”, “indicator”, “continue”, “may”, “will”, “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “seek”, “predict”, “estimate”, “approximate”, and “potential,” among others, or the negative version of these words or other comparable words. 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. In particular, there can be no assurance that we will be able to effectively integrate Compass and achieve the synergies that are currently expected. Accordingly, you should not place undue reliance on forward-looking statements. The forward-looking statements included herein speak only as at the date of this presentation and we do not undertake any obligation to update these forward-looking statements, whether as a result of new information, future developments or otherwise, and if we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other 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 the presentation. 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 (the “SEC”) from time to time, including in the section titled “Risk Factors” in our latest fillings with the SEC, as such factors may be updated from time to time in our periodic filings with the SEC. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our periodic filings. There can be no assurance that the proposed transactions described in this press release, which are subject to certain closing conditions, will be completed, nor can there be any assurance, if the transactions are completed, that any potential benefits of the transactions will be realized. The description of the transactions contained herein is only a summary and does not purport to be complete.
USA Media Contact
Tim Ragones / Erik Carlson
Joele Frank, Wilkinson Brimmer Katcher
+1 (212) 355-4449
Brazil Media Contact
Danthi Comunicações
Carla Azevedo (carla@danthicomunicacoes.com.br)
+55 (21) 3114-0779
Investor Contact
ShareholderRelations@vincipartners.com
NY: +1 (646) 559-8040
RJ: +55 (21) 2159-6240
Exhibit 99.2
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA March 2024
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 2 Disclaimer This presentation contains forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . You can identify these forward - looking statements by the use of words such as “outlook”, “indicator”, “continue”, “may”, “will”, “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “seek”, “predict”, “estimate”, “approximate”, and “potential,” among others, or the negative version of these words or other comparable words . 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 . Accordingly, you should not place undue reliance on forward - looking statements . The forward - looking statements included herein speak only as at the date of this presentation and we do not undertake any obligation to update these forward - looking statements, whether as a result of new information, future developments or otherwise, and if we do update one or more forward - looking statements, no inference should be drawn that we will make additional updates with respect to those or other 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 the presentation . 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 (the “SEC”) from time to time, including in the section titled “Risk Factors” in our latest fillings with the SEC, as such factors may be updated from time to time in our periodic filings with the SEC . These documents are available on the SEC Filings section of the investor relations section of our website at : https : //ir . vincipartners . com/financials/sec - filings . These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our periodic filings . There can be no assurance that the proposed transactions described in this presentation, which are subject to certain closing conditions, will be completed, nor can there be any assurance, if the transactions are completed, that any potential benefits of the transactions will be realized . The description of the transactions contained herein is only a summary and does not purport to be complete . We have prepared this presentation solely for informational purposes . The information in this presentation does not constitute or form part of, and should not be construed as, an offer or invitation to subscribe for, underwrite or otherwise acquire, any of our securities or securities of our subsidiaries or affiliates, not should it or any part of it form the basis of, or be relied on, in connection with any contract to purchase or subscribe for any of our securities or securities of any of our subsidiaries or affiliates, nor shall it or any part of it form the basis of, or be relied on, in connection with any contract or commitment whatsoever . Financial Information The financial information in this presentation is not audited . This presentation also includes certain non - GAAP financial information . A non - GAAP financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable International Financial Reporting Standards (“IFRS”) measure . We believe that such information is meaningful and useful in understanding the activities and business metrics of our operations . We also believe that these non - GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with our IFRS results, as issued by the International Accounting Standards Board, provide a more complete understanding of factors and trends affecting our business . Further, investors regularly rely on non - GAAP financial measures to assess operating performance and such measures may highlight trends in our business that may not otherwise be apparent when relying on financial measures calculated in accordance with IFRS . We also believe that certain non - GAAP financial measures are frequently used by securities analysts, investors and other interested parties in the evaluation of public companies in our industry, many of which present these measures when reporting their results . The non - GAAP financial information is presented for informational purposes and to enhance understanding of the IFRS financial statements . The non - GAAP measures should be considered in addition to results prepared in accordance with IFRS, but not as a substitute for, or superior to, IFRS results . As other companies may determine or calculate this non - GAAP financial information differently, the usefulness of these measures for comparative purposes is limited . A reconciliation of such non - GAAP financial measures to the nearest GAAP measure is included in this presentation .
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 3 Presenters Alessandro Horta Chief Executive Officer (Vinci) Bruno Zaremba Head of Investor Relations & Private Equity Chairman (Vinci) Jaime Martí Chief Executive Officer (Compass)
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 4 LatAm is an Attractive and Growing Market for AAMs 1 ~32 % Projected AUM Growth 22 - 27E US$ 2.8 tn AUM 2 nd highest growing global region in terms of AUM, with a CAGR of 6% in 22 - 27E US$ 6.3 tn 2 GDP +660 mm 2 Population LatAm Expected AUM Growth (US$ tn ) Vinci actively looking at LatAm to expand footprint and product offering across the region Source: World Bank, Worldometer , 2022 Brazil Census, PwC Global AWN Research Centre, National Regulators, ANBIMA, Preqin and Newsrun . Notes: 1 Alternative Asset Managers. 2 Includes Caribbean. +32% ~80 % Banked Population 2.8 3.7 2022 2027E ~4 % AUM Allocation in Alternative Investments
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 5 Notes: 1 Considers assets under management and advisory as of December 2023. Shaping LatAm Asset Management Industry Combination with Compass will create a full - service Latin American alternative asset manager Integrated Approach to Latin America Alternative Asset Management The combination between Vinci and Compass creates a leading asset manager in LatAm, with more than U$50bn 1 in AUM Deep N etwork of Relationships with LatAm LPs Gateway to Alternative Asset Management in Latin America Unique Product Offering Outstanding Reputation Establishing a Leading Pan - Regional Platform Cultural Alignment Between Firms Combining with Compass is a natural next step towards Vinci's strategy to expand into a pan - regional platform Compass has +25 years of track record of consistent strong performance and alpha generation Entrepreneurial team with well - established relationships, and strong culture alignment Senior executive p artners with +25 years of experience Deep network of relationships with Latin American LPs Creation of the leading Alternative AM in LatAm with extensive and distribution network to institutional LPs
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 6 Notes: 1 Commercial presence in the United Kingdom. 2 As of December 2023. Compass Developed a Leading and Differentiated Ecosystem in LatAm… ▪ CAGR of 24.0% since 1995 ▪ Compass’ Portfolio is ready to be combined to Vinci ’s segments and boost our main strategies 7 Countries in LatAm plus USA and UK 1 +1,700 Institutional LPs and HWNI clients 20 Executive Partners working together for +15 years +US$37bn in Assets under Management and Advisory 2 +40 Portfolio Managers and Analysts +315 Employees Private Markets IP&S Public Equities Corporate Advisory Regional Network of locally - regulated affiliates +80 Client - facing professionals Investment Bridge: Offering the best Latin American investment solutions to global investors and providing global solutions to Latin American investors
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 7 Fee Related Revenues 1,3 …With a Portfolio That Complements Vinci's Product Offering on an Asset, Funding and Geographic Basis AUM 2,3 Notes: 1 FY2023 Unaudited. 2 Considers assets under management and advisory as of December 2023. 3 Numbers may not add up due to rounding. A sset Management LatAm Global Advisory • Access to world - class managers, brokerage and others on a non - discretionary basis Global Solutions • D iscretionary global investment solutions and asset allocation for Latin American clients Credit • Management of the full spectrum of risk, from investment grade to private credit, including LatAm high yield strategies Public Equities • Management of PanLatAm and country - specific equity funds and mandates for Latin American and global clients IP&S US$ 39 mm US$ 33 bn US$ 26 mm US$ 4 bn
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 8 Combination is Fully Aligned with Vinci’s Strategic Growth Plan 1 Enhance the distribution of Vinci’s products in Latin America through Compass’ unmatched platform 3 Transaction to expand Vinci’s geographic footprint into a true Pan - regional platform 2 Combined AUM of +US$50 bn and strong diversification effect through complementary products and solutions with a broader geographic coverage and funding 1 Mindset and cultural alignment between partners and senior management catalyzing superior execution 4 Immediately accretive to FRE/Share . We see short and medium - term additional accretion from fee related revenues and productivity 5
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 9 45% 37% 13% 5% Private Markets IP&S Public Equities Corporate Advisory 63% 16% 18% 3% Institutional HNWI Allocators & Distributors Public Market Vehicles Notes: 1 Figures converted from BRL to USD using average FX rate of Q1’23, Q2’23, Q3’23 and Q4’23 of 4.94 . 2 Considers assets under management and advisory as of December 2023. ³ Figures converted from BRL to USD using FX rate of 4.86 as of 31/Dec/2023. Creating a Leading LatAm Player Vinci Partners & Compass Per Segment Dec/2023 US$152mm Fee Related Revenues 1 Combine the expertise of both firms to unleash new opportunities for growth and expansion Opportunity to leverage cross - selling across different distribution channels, offering a diversified suite of products Vinci Partners & Compass Per Distribution Channel Dec/2023 US$51bn AUM 2,3 Transaction to drive strong diversification of Vinci’s platform in product, fee revenues and funding 1
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 10 62% 26% 9% 3% Local To Local Local To Global Global To Local Global To Regional Building a scaled Pan - regional Investment Platform Notes: 1 As of FY2023. 2 Figures converted from BRL to USD using FX rate of 4.86 as of 31/Dec/2023. Compass’ offices Vinci Partners’ offices C ombination with Compass establishes a unique platform with unparalleled growth and distribution capabilities in the LatAm region 7 Countries in LatAm plus USA +600 Employees 1 Vinci Partners & Compass (Dec/2023) 2 Fee Related Revenues 1
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 11 Consolidating Vinci's Position As The Gateway to Alternative Investments In Latin America +150 Local, Global and Regional Investment Strategies +100 C lient - facing Professionals +2,500 LPs +25 Years Providing Investment Solutions in LatAm 3 Global to Local Vinci to become the premier gateway to alternative asset solutions in Latin America and through its expertise and comprehensive approach, investors gain unparalleled access to diverse investment solutions across the region Local to Global Local to Local Global to Regional
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 12 Compass' Executive Partners and Senior Management Manuel José Balbontín Partner, Executive Chairman and Senior Investment Strategist 29 40 4 Jaime de la Barra Jara Partner, Executive Vice Charmain and Chief Investment Strategist 29 39 Jaime Martí Partner and Chief Executive Officer 28 28 Matías Rodríguez Partner, CFO, COO and Head of Business Development 20 21 Alejandra Figueroa Chief Technology Officer 18 18 Anabel Vidal Partner and Head of Wealth Management 17 24 Carla Cano Country Head Peru and Colombia 7 13 Daniel Navajas , CFA Partner and Head of Institutional Clients 20 24 Felipe Castro Partner and Co - Head of PWM (Mexico) 12 38 Fernando Caffa Partner and Commercial Dir. (Argentina and Uruguay) 13 30 George Kerr Partner and Country Head (Brasil) 6 24 Iván Ramil Partner and Country Head (Mexico) 13 19 Jimena Llosa Partner and Head of Investment Strategies 27 31 Jorge Aguiló Partner and Head of Asset Manag. Distribution ( US) 22 22 Jorge Díaz Head of US Offshore Intermediaries 8 22 Josefina Fernández Partner and Head of Wealth Management (Chile) 17 17 Juan Elizagaray, CFA Partner and Country Head (Argentina and Uruguay) 18 25 Juan Salerno Partner and Chief Investment Officer (Argentina) 29 40 Julián Vásquez Partner, Head of Legal and Compliance 8 22 Macarena Fuentealba Chief Marketing & HR Officer 18 21 Rafael Mendoza Partner, Head of Equities, and Portfolio Manager 8 22 Raimundo Valdés Partner and Country Head (Chile) 5 24 Renzo Nuzzachi Head of Intermediaries LatAm 4 18 Tomás Venezian Partner, CIO and Co - Portfolio Manager 18 22 Alejandro Castro Partner and Co - Head of PWM (Mexico) 12 28 # Years at Compass # Years of Experience
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 13 Notes: 1 Unaudited figures. 2 Considers assets under management and advisory as of December 2023. ³ Figures converted from BRL to USD using FX rate of 4.86 as of 31/Dec/2023. 4 Figures converted from BRL to USD using FX rate of 5.00 for Q1’23, 4.92 for Q2’23, 4.87 for Q3’23 and 4.96 for Q4’23. Combined Platform is Well - Positioned for Growth and Profitability Increases Full Year 2023 Pro - Forma Unit Total AUM² US$ bn 14.1 1 37.3 51.4 Fee Related Revenue³ US$ mm 87.7 2 64.7 152.4 Pre - Tax FRE 4 US$ mm 42.2 2 13.2 55.5 FRE Margin % 48.1% 20.5% 36.4% 1 5 Transaction is expected to be immediately accretive to FRE per Share Significant potential to unlock synergies from revenue and productivity enhancement as we integrate the companies ~45% of Fee Related Revenues in Private Market Strategies
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 14 Significant Growth Opportunities Product Cross Selling Substantial distribution reach creates opportunity to leverage on product expertise from both sides, and maximize market opportunity 01 Platform Integration Synergies to be extracted from the integration of both companies, driving material value creation from revenue and productivity enhancement 02 Additional M&A Combination with Compass to open a vast pipeline of opportunities for add - on M&A deals in LatAm 03
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA 15 ¹Cash consideration in the form of VINP Class C redeemable common stock. Transaction Overview ▪ Transaction is expected to close in the third quarter of 2024 ▪ Closing is subject to regulatory approvals and other customary conditions Timing Key Transaction Terms ▪ Total upfront consideration of 11,783,384 shares of VINP Class A common stock, and a cash consideration of US$ 31 . 3 million¹ ▪ Potential earn - out of up to an additional 7.5% stake in the combined entity, subject to the achievement of pre - determined metrics, to be paid in VINP Class A common stock until 2028 Management & Board ▪ Compass executives and senior management will keep their current roles ▪ Manuel Balbontín, partner, founder and Chairman of Compass and Jaime de la Barra, partner, founder and Vice Chairman of Compass to join Vinci’s Board of Directors ▪ Compass partners to remain fully committed to the combination, with a long - term plan aligned with the plan that is currently in place for Vinci’s executive partners, to ensure talent retention to foster the smooth combination of capabilities and execution of the growth path going forward
VINCI & COMPASS: GATEWAY TO ALTERNATIVE ASSET MANAGEMENT IN LATIN AMERICA RIO DE JANEIRO 55 21 2159 6000 Av. Bartolomeu Mitre, 336 Leblon – 22431 - 002 SÃO PAULO 55 11 3572 3700 Av. Brigadeiro Faria Lima, 2.277 - 14º andar Jardim Paulistano – 01452 - 000 RIBEIRÃO PRETO 55 16 2101 4641 Av. Presidente Vargas, 2.121 – Sala 106 Jardim América - 14020 - 260 RECIFE 55 81 3204 6811 Av. República do Líbano, 251 - sala 301 Torre A – Pina – 51110 - 160 NEW YORK 1 646 559 8000 780 Third Avenue, 25 th Floor 10017