VRTS 8-K
Virtus Investment Partners, Inc. (VRTS)
8-K
2025-12-05
For: 2025-12-05
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Added on
April 04, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 1.01 Entry into a Material Definitive Agreement.
Equity Purchase Agreement
On December 5, 2025, Virtus Investment Partners, Inc. (the “Company”), through its wholly owned subsidiary Virtus Private Markets Holdings, LLC, a Delaware limited liability company, entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Keystone National Group, LLC, a Delaware limited liability company (“Keystone”), and Keystone’s owners and beneficial owners, to acquire (i) 56% of the equity of Keystone at the closing (“Closing”) of the Transaction (as defined below); and (ii) up to an additional 19% of the equity of Keystone through the exercise of put/call options, all upon the terms and conditions contained in the Purchase Agreement and related transaction documents (the “Transaction”).
The purchase price payable by the Company for the equity of Keystone acquired at Closing is (a) $200 million in cash at the Closing, subject to adjustment as set forth in the Purchase Agreement, (b) an additional $65 million payable in cash on the first anniversary of the Closing, (c) an additional $30 million payable in cash on the second anniversary of the Closing, and (d) up to an additional $75 million of contingent consideration payable in cash over two to three years following the Closing subject to the achievement of specified Keystone revenue targets.
The Purchase Agreement contains terms and conditions that are customary for a transaction of this type including, without limitation, representations, warranties, covenants, indemnification, escrow provisions, a guaranty and conditions to closing. Keystone is required, among other things, to conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Purchase Agreement and the Closing, subject to certain customary exceptions. The Purchase Agreement also contains customary termination rights for the Company and Keystone.
Prior to the Closing, Keystone will seek consents from its clients to the deemed “assignment” of its advisory contracts under the Investment Advisers Act of 1940, as amended, that will result from the consummation of the Transaction, and the parties will seek regulatory clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. There can be no assurances that client consents and regulatory approvals will be obtained or that the other conditions to Closing will be satisfied, or that the Transaction will close on the terms contemplated by the Purchase Agreement, or at all.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which the Company intends to file as an exhibit to its Annual Report on Form 10-K for the year ending December 31, 2025.
The above description of the Purchase Agreement has been included to provide investors with information regarding the terms of the Purchase Agreement and is not intended to provide any other factual information about the Company, Keystone or their respective subsidiaries, affiliates or owners. The representations, warranties and covenants contained in the Purchase Agreement are made only for purposes of the Purchase Agreement and as of specific dates, are solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made by each party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. In addition, certain representations and warranties may be subject to a contractual standard of materiality different from those generally applicable to investors and may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Keystone or any of their respective subsidiaries, affiliates, owners or businesses.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 and incorporated by reference herein is a press release dated December 5, 2025 issued by the Company announcing the execution of the Purchase Agreement.
The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended (“Securities” Act”), whether made before, on, or
after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are, or may be considered to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements that are not historical facts, including statements about the proposed Transaction, the anticipated timing of the Transaction and Closing and other statements about the Company’s beliefs or expectations, are forward-looking statements. These statements may be identified by forward-looking terminology such as “expect,” “estimate,” “intent,” “plan,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “project,” “opportunity,” “predict,” “would,” “potential,” “future,” “forecast,” “guarantee,” “assume,” “likely,” “target” or similar statements or variations of such terms. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward looking statements, except as required by law. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement; (ii) the inability to satisfy any closing conditions to the Transaction, such as securing required consents, including from clients of Keystone; (iii) the risk that the Transaction will not be consummated on the anticipated terms or timing, if at all; (iv) the inability to integrate the acquired business; (v) the possibility that the Company may not fully realize the expected benefits of the Transaction; (vi) potential litigation relating to the Transaction that could be instituted in connection with the Purchase Agreement; and (vii) any occurrence of, or any material adverse change in, one or more risk factors or risks and uncertainties described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits The following exhibits are filed herewith:
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 hereunto duly authorized.
| VIRTUS INVESTMENT PARTNERS, INC. | ||||||||||||||
| Dated: | December 5, 2025 | By: | /s/ Andra C. Purkalitis | |||||||||||
| Name: | Andra C. Purkalitis | |||||||||||||
| Title: | Executive Vice President, Chief Legal Officer, General Counsel and Secretary | |||||||||||||
NEWS RELEASE Virtus Investment Partners Announces Agreement to Add Keystone National Group as an Investment Manager 2025-12-05 Expands Capabilities into Private Markets with a Di�erentiated O�ering Focused on Asset-Backed Lending HARTFORD, Conn.--(BUSINESS WIRE)-- Virtus Investment Partners, Inc. (NYSE: VRTS), which operates a multi- manager asset management business, today announced it has entered into a de�nitive agreement to acquire a majority interest in Keystone National Group (“Keystone”), an investment manager specializing in asset-centric private credit and a pioneer in providing such strategies to the wealth channel. The transaction expands Virtus’ o�erings into private markets with the addition of a di�erentiated asset-backed lending capability. Founded in 2006, Keystone has over two decades of experience managing private credit assets, o�ering di�erentiated exposure to private markets primarily through its diversi�ed asset-backed lending strategies, which include equipment �nance, real estate �nance, �nancial assets, and asset-backed corporate loans. Since inception, Keystone, which managed $2.5 billion as of October 31, 2025, has deployed over $6 billion of capital in more than 750 transactions. Keystone’s di�erentiated strategies are implemented in its $2.0 billion �agship tender o�er fund, Keystone Private Income Fund (“KPIF”), which has strong support from leading wealth managers as a result of its stable and consistent investment performance relative to other private credit funds and income-oriented funds more broadly. In addition, Keystone also manages two private REITs specializing in real estate bridge lending and real estate equity. “Partnering with Keystone allows us to o�er strategies of an innovative asset-centric private credit manager that has delivered attractive, uncorrelated returns to meet the needs of clients who are increasingly looking for alternative sources of income as well as to diversify their private credit exposure beyond direct lending,” said George R. Aylward, president and chief executive o�cer of Virtus. “John Earl and Brandon Nielson, Keystone’s co- founders, and their team have built a high quality, client-focused business and we welcome them to our family of investment managers.” Under the Agreement, Virtus would purchase a majority interest in Keystone for consideration of $200 million at closing and up to an additional $170 million of deferred consideration, including earnout payments subject to the achievement of future revenue targets. Virtus expects to �nance the transaction using existing balance sheet resources. 1
Keystone’s management team will retain meaningful equity in Keystone and the managing partners will enter into long-term employment agreements. As a Virtus investment manager, Keystone will retain autonomy over its investment process and day-to-day activities, as well as preserve its culture and brand identity. “We are excited to be partnering with Virtus, who we view as an ideal strategic partner to support our next stage of growth and evolution for the �rm. We are proud of our consistent track record over the last two decades as an early pioneer in asset-backed private credit and grateful for the support of our investors, team and partners who have all contributed to our shared success. We look forward to continuing to deliver outstanding service for our clients as part of the Virtus platform,” said John Earl, co-founder and managing partner of Keystone. “Virtus’ extensive distribution footprint positions us to further capitalize on the increasing number of investment opportunities that we continue to see in our di�erentiated asset-backed credit space.” The transaction is expected to close in the �rst quarter of 2026, subject to customary closing conditions, including approval by the KPIF fund board and fund shareholders, and is expected to be accretive to earnings in 2026. Virtus will host an investor conference call and webcast on Friday, December 5, 2025 at 10:00 a.m. Eastern to discuss today’s announcement. The presentation that will accompany the conference call is available in the Investor Relations section of virtus.com. RBC Capital Markets acted as �nancial advisor and Goodwin Procter LLP was the legal advisor to Virtus on the transaction. BofA Securities acted as �nancial advisor and Willkie Farr & Gallagher LLP was the legal advisor to Keystone National Group. About Keystone National Group Founded in 2006, Keystone National Group is a private credit investment �rm focused on asset-backed credit across a wide variety of industries and asset types, including equipment �nance, specialty real estate lending, consumer �nance, and corporate lending. Keystone is headquartered in Salt Lake City, Utah and has approximately 40 employees. Additional information about Keystone is available at keystonenational.com. About Virtus Investment Partners Virtus Investment Partners (NYSE: VRTS) is a distinctive partnership of boutique investment managers singularly committed to the long-term success of individual and institutional investors. We provide products and services from our investment managers, each with a distinct investment style and autonomous investment process, as well as select subadvisers. Investment solutions are available across multiple disciplines and product types to meet a wide array of investor needs. Additional information about our �rm, investment partners, and strategies is available at virtus.com. Mutual fund investing involves risk. Principal loss is possible. Futures and forward contracts can involve a high degree of risk and may result in potentially unlimited losses. Because they depend on the performance of an underlying asset, they can be highly volatile and are subject to market, credit, and counterparty risks. Forward-Looking Information This press release contains statements that are, or may be considered to be, forward-looking statements. All statements that are not historical facts, including statements about our beliefs or expectations, are “forwardlooking 2
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identi�ed by such forward-looking terminology as “expect,” “estimate,” “intent,” “plan,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “project,” “opportunity,” “predict,” “would,” “potential,” “future,” “forecast,” “guarantee,” “assume,” “likely,” “target” or similar statements or variations of such terms. Our forward-looking statements are based on a series of expectations, assumptions and projections about the company and the markets in which we operate, are not guarantees of future results or performance, and involve substantial risks and uncertainty including assumptions and projections concerning our assets under management, net asset in�ows and out�ows, operating cash �ows, business plans, and ability to borrow, for all future periods. All of our forward-looking statements are as of the date of this release only. The company can give no assurance that such expectations or forward-looking statements will prove to be correct. Actual results may di�er materially. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed under "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form 10-K, as supplemented by our periodic �lings with the Securities and Exchange Commission (the "SEC"), as well as the following risks and uncertainties resulting from: (i) reduction in our assets under management; (ii) �nancial or business risks from strategic transactions; (iii) withdrawal, renegotiation or termination of investment management agreements; (iv) damage to our reputation; (v) inability to satisfy �nancial debt covenants and required payments; (vi) lack of su�cient capital on satisfactory terms; (vii) inability to attract and retain key personnel; (viii) challenges from competition; (ix) adverse developments related to una�liated subadvisers; (x) negative changes in key distribution relationships; (xi) interruptions, breaches, or failures of technology systems; (xii) loss on our investments; (xiii) adverse regulatory and legal developments; (xiv) failure to comply with investment guidelines or other contractual requirements; (xv) adverse civil litigation, government investigations, or proceedings; (xvi) unfavorable changes in tax laws or unanticipated tax obligations; (xvii) impediments from certain corporate governance provisions; (xviii) losses or costs not covered by insurance; (xix) impairment of goodwill or other intangible assets; and other risks and uncertainties. Any occurrence of, or any material adverse change in, one or more risk factors or risks and uncertainties referred to above, in our 2024 Annual Report on Form 10-K, and our other periodic reports �led with the SEC could materially and adversely a�ect our operations, �nancial results, cash �ows, prospects and liquidity. Certain other factors that may impact our continuing operations, prospects, �nancial results and liquidity, or that may cause actual results to di�er from such forward-looking statements, are discussed or included in the company’s periodic reports �led with the SEC and are available on our website at virtus.com under “Investor Relations.” You are urged to carefully consider all such factors. The company does not undertake or plan to update or revise any such forward-looking statements to re�ect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this release, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If there are any future public statements or disclosures by us that modify or a�ect any of the forward-looking statements contained in or accompanying this release, such statements or disclosures will be deemed to modify or supersede such statements in this release. Sean Rourke Investor Relations Virtus Investment Partners (860) 263-4709 3
[email protected] Laura Parsons Media Relations Virtus Investment Partners (860) 503-1382 [email protected] Jaime Doyle JConnelly Media Relations (973) 944-8105 [email protected] Source: Virtus Investment Partners 4