Acquisition of Kane Anderson Real Estate
29 June 2026
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY VOTING DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR IN RELATION TO THE TRANSACTION DESCRIBED IN THIS ANNOUNCEMENT WILL BE PUBLISHED IN DUE COURSE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Bridgepoint Group plc ("Bridgepoint" or the "Company")
Bridgepoint to acquire Kayne Anderson Real Estate, strengthening its position as a leading global middle-market private markets platform with c.$117 billion of AUM
•
Kayne Anderson Real Estate is a leading real estate investment platform on a strong growth trajectory, with its latest flagship fund, KAREP VII, having raised $5.12 billion - nearly double the size of its predecessor
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Combined platform will span private equity, credit, infrastructure, real estate and secondaries, with approximately $117 billion of Assets Under Management ("AUM")
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Transaction further diversifies Bridgepoint's product offering, geographic footprint and sources of recurring fee income, accelerating the Enlarged Group's long-term growth ambitions
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Kayne Anderson Real Estate's experienced management and investment team, led by Al Rabil, will continue to manage the business under the new Kayne Bridgepoint brand, supporting continuity of management and client relationships
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Upfront enterprise value of approximately $1,393 million, comprising $759 million of cash and approximately 189 million newly issued Bridgepoint Shares, with further consideration subject to management fee-related performance hurdles
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Attractive valuation, with Kayne Anderson Real Estate acquired at a high single-digit multiple of expected 2027 EBITDA, reducing to a mid-single-digit multiple in 2028 as earnings grow
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The Transaction is expected to be earnings per share ("EPS") accretive, boosting Bridgepoint's EPS by a mid-single-digit percentage in 2027 and by more than 20% in 2028
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Expected to complete at the end of 2026, subject to shareholder approval, regulatory approvals and fund consents
Bridgepoint, one of the world's leading mid-market investors, has today agreed to acquire Kayne Anderson Real Estate ("Kayne Anderson Real Estate" or "KARE") from Kayne Anderson Capital Advisors, L.P. among others ("Kayne Anderson") (the "Transaction") for an upfront enterprise value of approximately $1,393 million, comprising $759 million of cash and approximately 189 million of newly issued Bridgepoint Shares. Kayne Anderson Real Estate is a leading real estate investment platform, headquartered in Boca Raton, Florida, with $22 billion of AUM across real estate equity and debt strategies. The business focuses on sectors supported by long-term demographic and secular demand tailwinds.
The Transaction executes on Bridgepoint's long-term strategy, set out at IPO and reinforced at its 2024 Capital Markets Day, to build a globally scaled, diversified middle-market private assets platform. Consistent with Bridgepoint's proven track record of executing platform-enhancing M&A, the Transaction builds on the prior acquisitions of EQT Credit, Energy Capital Partners and Newbury Partners. Following Closing, the enlarged Bridgepoint Group (the "Enlarged Group") is expected to have $117 billion of AUM across five verticals: private equity ($40 billion), credit ($21 billion), infrastructure ($30 billion), real estate ($22 billion) and secondaries ($4 billion), marking a further step in Bridgepoint Group's long-term growth trajectory.
The Transaction will deepen Bridgepoint's presence in the US, broaden its sources of recurring fee income and create attractive opportunities across product development, fundraising, investor coverage and platform collaboration. On a pro forma basis, Bridgepoint's US-domiciled management fee contribution is expected to increase from 28% to 42%, and fee-related earnings ("FRE") are expected to represent c.60% of EBITDA, compared to c.50% for Bridgepoint standalone. The Transaction increases real assets to approximately 45% of the Company's pro forma AUM, up from around one-third today.
Real estate is a large and strategically important private markets asset class, supported by resilient institutional investor demand and attractive long-term growth characteristics. Consistent with Bridgepoint's long-term strategy to build a scaled and diversified global private markets platform, real estate represents an attractive opportunity to expand its real assets offering and further diversify sources of recurring fee income. Specialist real estate sectors continue to gain share with institutional investors, particularly in areas supported by demographic demand, constrained supply and specialised operating expertise.
Kayne Anderson Real Estate brings more than 19 years of track record and is deliberately focused on specialist sectors benefiting from long-term demographic and supply-side tailwinds, fragmented ownership and meaningful barriers to entry created by the need for specialised operating expertise. These sectors include medical office, seniors housing, student housing, multifamily housing and light industrial across the United States. With approximately 100 investment and operations professionals, the business has a strong record of organic growth, capital formation and deployment. This scale is underpinned by a consistent track record of top-quartiles investment performance across successive flagship fund vintages. Kayne Anderson Real Estate's latest flagship equity fund, KAREP VII, closed oversubscribed with $5.12 billion in commitments on 15 May 2026, nearly double its prior vintage. The platform has demonstrated consistently high organic AUM growth, with AUM increasing at an approximately 20% compound annual growth rate ("CAGR") between 2019 and May 2026.
The Transaction is supported by a highly aligned consideration structure, with a significant equity component subject to staggered lock-up provisions until 2029 (for selling management shareholders) and a performance-based earn-out. This is intended to align Kayne Anderson Real Estate shareholders, investment professionals and Bridgepoint shareholders with the long-term success of the Enlarged Group.
Raoul Hughes, Chief Executive of Bridgepoint, commented:
"This marks another major step forward in our strategy to strengthen our position as a leading global middle-market private markets platform. Real estate is a growing private markets asset class and Kayne Anderson Real Estate has built a leading position as a scaled specialist with an exceptional track record and strong fundraising momentum. The Transaction is highly complementary and immediately accretive. Bridgepoint's and Kayne Anderson Real Estate's investor networks have limited overlap, creating attractive opportunities to broaden relationships and enhance fundraising. Adding Kayne Anderson Real Estate creates a more balanced and diversified platform, with around half of our AUM invested in real assets and around half of our management fees generated in the US."
"Importantly, Kayne Anderson Real Estate is an outstanding cultural fit. We share an entrepreneurial mindset, a commitment to investment excellence and a long-term approach to building businesses. We look forward to working alongside Al and the Kayne Anderson Real Estate team to continue delivering for clients and growing the platform together."
Tim Score, Chair of Bridgepoint, commented:
"Kayne Anderson Real Estate is a high-quality business with an outstanding management team, a strong track record and leading positions in attractive areas of the US real estate market. The Board has been highly selective in its approach to strategic acquisitions, and we believe Kayne Anderson Real Estate is an exceptional fit for Bridgepoint."
"The Transaction strengthens the quality and diversification of the Bridgepoint Group's earnings, broadens our capabilities and enhances our long-term growth prospects. We are confident it will further strengthen Bridgepoint's position in global private markets."
Al Rabil, Co-Founder and Chief Executive Officer of Kayne Anderson Real Estate, commented:
"For the last 20 years, we have built a scaled real estate platform focused on mission-critical alternative sectors where we believe long-term fundamental tailwinds and operational complexity create compelling investment opportunities. We are in the beginning of a super cycle for the alternative real estate sectors on which we focus, and joining together with Bridgepoint provides additional global resources to capitalise on this opportunity and support our continued growth. Importantly, this partnership allows us to preserve our culture and investment approach while continuing to manage the business as we always have. We are deeply grateful to our investors and look forward to building on our long track record of delivering strong risk-adjusted returns."
The consideration for the Transaction, which is expected to close at the end of 2026, will partially constitute operating partnership units ("OP Units") and certain other instruments exchangeable for Bridgepoint Shares. The remainder of the consideration will be cash funded from Bridgepoint's existing balance sheet resources and available credit facilities.
LEADING GLOBAL LISTED MIDDLE-MARKET PRIVATE INVESTMENT PLATFORM
The Transaction further strengthens Bridgepoint's platform through:
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The addition of real estate as a fifth vertical alongside private equity, credit, infrastructure and secondaries
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A larger real assets platform, with infrastructure and real estate together representing 45% of combined AUM
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Increased scale and diversification, with combined AUM expected to increase to $117 billion on a pro forma basis
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A significantly enhanced US footprint, with 42% of management fees expected to be US-domiciled on a pro forma basis
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Improved earnings quality, with increased FRE contribution, lower largest-fund concentration and more diversified management fees across investment strategies and products
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Significant fundraising and cross-selling opportunities, with more than 115 new institutional LP relationships added to Bridgepoint and limited overlap between Bridgepoint and Kayne Anderson Real Estate
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Meaningful shareholder value creation through FRE and EPS accretion
HIGHLY ALIGNED TRANSACTION STRUCTURE
The upfront enterprise value is expected to be $1,393 million, comprising:
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Cash consideration of $759 million, expected to be funded through a combination of existing balance sheet cash and available credit facilities; and
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Equity consideration comprising OP Units and certain other instruments exchangeable for approximately 177 million Consideration Shares, together with Awards over a further approximately 12 million Bridgepoint Shares, valued in aggregate at approximately $634 million, with the upfront Consideration Shares for selling management shareholders subject to staggered lock-up provisions until 2029, designed to ensure long-term alignment with Bridgepoint shareholders.
In addition to the upfront equity consideration, up to 102.5 million additional Bridgepoint Shares may be made available in 2030 to:
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certain sellers in the Transaction; and
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certain individuals employed in or providing services to the Kayne Anderson Real Estate business unit from time-to-time,
in each case, subject to management fee-related hurdles in respect of Kayne Anderson Real Estate.
As at the date of announcement, Bridgepoint's issued ordinary share capital comprises approximately 878 million ordinary shares. In addition, there are approximately 106 million OP Units (other than those held directly or indirectly by Bridgepoint) currently in issue which are economically equivalent to Bridgepoint Shares and may be exchanged on a one-for-one basis for new Bridgepoint Shares.
Acquired perimeter
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100% of Kayne Anderson Real Estate's FRE
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15% of carried interest in certain historic funds (including Kayne Anderson Real Estate Partners VI and VII (KAREP VI and VII), Kayne Anderson Real Estate Opportunistic Debt II (KAROD II) and Kayne Anderson Real Estate Debt IV (KARED IV))
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100% of the incentive fees generated by, and management fees payable to, KCRED
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Up to 35% of carried interest in future funds
STRONG COMBINED MANAGEMENT TEAM
Kayne Anderson Real Estate's experienced management team, led by Co-Founder and Chief Executive Officer Al Rabil and Chief Investment Officer David Selznick, will continue to manage the real estate business under the Kayne Bridgepoint brand, preserving continuity of culture, investment process and client relationships.
The business will operate as Bridgepoint's specialist real estate platform and will sit within the broader Bridgepoint Group alongside the existing private equity, credit, infrastructure and secondaries businesses.
Kayne Anderson Real Estate's management team will strengthen Bridgepoint's Executive Leadership team, including through senior representation at the Bridgepoint Group level, while maintaining operational focus on the real estate business.
ATTRACTIVE FINANCIAL PROFILE
The Transaction is expected to enhance Bridgepoint's earnings quality, diversify income streams and improve the growth profile of the Enlarged Group. Based on current guidance, the Transaction is expected to immediately enhance Bridgepoint's profile and diversify its strategic footprint:
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AUM is expected to increase from $95 billion (as of June 2026 and pro forma for the acquisition of Newbury) to $117 billion, helping to realise the AUM growth ambitions set at the 2024 Capital Markets Day
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Management fees expected to increase from £435 million to £540 million for 2025
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FRE centricity (FRE % EBITDA) is expected to increase from c.50% standalone to c.60% of EBITDA, improving quality of earnings
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Fees from Bridgepoint's largest fund are expected to decrease from c.20% to c.15% of total management fee income
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US-domiciled management fees are expected to increase from 28% to 42% of total management fee income
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The illustrative impact of the Transaction on the Enlarged Group guidance is an EBITDA compound annual growth rate in excess of 30% and EBITDA margin trending above 60%
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The Transaction is expected to be mid-single digit EPS accretive in 2027 and over 20% EPS accretive in 2028
Kayne Bridgepoint standalone medium-term guidance
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KAREP VII had a final close on 15 May 2026 with $5.12 billion of commitments in aggregate, having raised $10bn over the last 2.5 years since January 2024. $15 billion of commitments expected to be raised over the next 3 years primarily through close-ended fund strategies with the remainder from inflows into existing open-ended funds.
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2 - 3 year average fund cycle for close-ended funds
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KAREP VII catch-up fees are expected to be due before Closing
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Of the $15 billion expected to be raised over the next 3 years, the funds are expected to come in at a blended fee rate of more than 1%
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Management fees of approximately $141 million in 2025, with management fee growth expected to be 20-30% per annum in the medium term
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Performance-related earnings ("PRE") expected to represent 20-30% of total income in the medium term and to be 5-10% in 2027
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FRE margin expected to increase to 60-70% in the medium term as operating leverage from larger fund sizes is realised, with margins from 2028 onwards expected to trend toward the upper end of the range
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EBITDA margin expected to be approximately 65-70% in 2027 and above 70% in the medium term
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Incremental interest expense to be approximately £30 million in 2027 and approximately £25 million p.a. from 2028 onwards
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Office lease costs / D&A expected to be £2 million p.a.
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Effective tax rate expected to be approximately 23%
Updated Bridgepoint standalone guidance
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Bridgepoint now expects standalone EBITDA for the twelve month period ended 31 December 2027 to be between £390 million and £460 million
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Bridgepoint standalone 2024 - 2026 fundraising guidance also increased to €28 billion
TRANSACTION RATIONALE
The Transaction delivers on Bridgepoint's long-term strategy to build a globally scaled, diversified middle-market private markets platform and brings together two highly complementary businesses with strong strategic and cultural alignment.
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Structural tailwinds supporting investment in real estate. Private real estate remains a critical allocation for institutional investors, with LP real estate target allocations up 20% since 2013. Specialist real estate sectors continue to gain share, particularly in areas supported by demographic demand, constrained supply and specialised operating expertise. The current fundraising environment presents an attractive opportunity for scaled, differentiated managers with strong track records and established investor relationships.
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A leading real estate platform with differentiated sector exposure. Kayne Anderson Real Estate focuses on high-growth specialist sectors where operational expertise and local relationships are important sources of alpha:
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Medical office: on-campus and affiliated medical office portfolios, supported by ageing demographics and supply constraints
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Seniors housing: high-end purpose-built senior facilities, supported by ageing demographics and partnerships with specialised operators
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Student housing / multifamily: premium student housing and attainable multifamily, supported by enrolment growth at major US universities and barriers to new supply
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Light industrial: last-mile and infill industrial assets, supported by e-commerce, logistics and constrained urban infill supply
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A proven and scalable platform with a strong track record. Kayne Anderson Real Estate has more than 19 years of track record across real estate equity and debt strategies. Its latest flagship fund, KAREP VII, closed oversubscribed at $5.12 billion, almost double its prior vintage, reflecting strong fundraising momentum and LP conviction. The platform has also demonstrated consistently high organic growth, with AUM increasing at an approximately 20% CAGR between 2019 and May 2026.
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Meaningfully deepens Bridgepoint's US footprint and real assets capabilities. The combination materially expands Bridgepoint's presence in the US, the world's largest alternatives market, and establishes a broader real assets platform across infrastructure and real estate. Following Closing, 48% of AUM is expected to be US-domiciled on a pro forma basis.
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Highly complementary investor relationships and cross-selling potential. Kayne Anderson Real Estate adds more than 115 new institutional LP relationships to Bridgepoint, with limited overlap between the two firms' investor bases. 38 of the top 50 global LPs are already Bridgepoint investors, with only five overlapping with Kayne Anderson Real Estate, creating attractive opportunities across fundraising, product development and investor coverage.
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Enhances earnings quality and diversification. The Transaction increases Bridgepoint's scale and diversification, with combined AUM expected to increase to $117 billion on a pro forma basis. FRE contribution is expected to increase materially, while largest-fund concentration is expected to reduce and management fees become more diversified across investment strategies and products.
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Strong cultural fit and long-term alignment. Kayne Anderson Real Estate's experienced management team, led by Al Rabil, will continue to manage the business under the new Kayne Bridgepoint brand. The Transaction structure, including staggered lock-up provisions and performance-based earn-out shares, is designed to ensure strong alignment with Bridgepoint shareholders over the long term.
SIGNIFICANT TRANSACTION
The Transaction, because of Kayne Anderson Real Estate's size relative to the Bridgepoint Group, constitutes a "significant transaction" for the purposes of the UK Listing Rules made by the Financial Conduct Authority (the "FCA") and is therefore notifiable in accordance with UK Listing Rules 7.3.1R and 7.3.2R. Additional details as required under the UK Listing Rules are included in the Appendix to this announcement.
In addition, Bridgepoint requires approval by its shareholders of certain resolutions in connection with the allotment of the Consideration Shares and the Bridgepoint Shares required to be allotted in satisfaction of the Awards to be granted to Kayne Anderson Real Estate employees at or following Closing. Bridgepoint expects to publish a circular in due course to convene a general meeting (the "General Meeting") to propose the Resolutions to its shareholders. Shareholders who, together with persons connected with them, hold in aggregate approximately 36 per cent. of the existing Bridgepoint issued ordinary share capital have undertaken to vote, and to direct persons connected with them to vote, in favour of the Resolutions to be proposed at the General Meeting.
BOARD'S VIEWS ON THE TRANSACTION
The Transaction is, in the opinion of Bridgepoint's directors, in the best interests of Bridgepoint's shareholders as a whole. Accordingly, the Board recommends that shareholders vote in favour of the Resolutions to be proposed at the General Meeting, as the directors have undertaken to do (or to direct to be done) in respect of their own shareholdings, and those held by or on behalf of persons connected with them, amounting in aggregate to approximately 19.5 million Bridgepoint Shares, representing approximately 2 per cent. of the existing Bridgepoint issued ordinary share capital.
CURRENT TRADING
The business has performed well year to date. Fee Related Earnings for the first half of the year are expected to be broadly in line with the Company compiled consensus which we have published this morning with potential upside if ECP VI's next close falls in the current quarter. Guidance for Performance Related Earnings remains at the top of the range of 20% to 25% of total income but with the phasing now expected to be around two-thirds in the first half of the year. Together this is expected to result in H1 2026 EBITDA above the current consensus.
ADVISERS
Bridgepoint was advised by Moelis & Company (lead financial adviser), Goldman Sachs (capital markets adviser) and Simpson Thacher & Bartlett (legal adviser). BNP Paribas, JP Morgan and Morgan Stanley are acting as joint corporate brokers to Bridgepoint. Kayne Anderson Real Estate was advised by Evercore (lead financial adviser) and Kirkland & Ellis (legal adviser).
ENQUIRIES
Analysts and Investors
Adam Key
adam.key@bridgepointgroup.com
+44 7833 748010
Media
Christian Jones
Anna Tabor
+44 20 7034 3500
FGS Global (Public Relations Adviser to Bridgepoint)
bridgepoint-LON@fgsglobal.com / +44 20 7251 3801
James Murgatroyd / +44 7768 254 911
Rory King / +44 7917 086 227
Moelis & Company UK LLP (Lead Financial Adviser to Bridgepoint)
Mark Aedy, Managing Director and Chairman of EMEA & APAC
Robert Glauerdt, Managing Director and Head of EMEA Asset Management
Chris Raff, Managing Director UK Public M&A Advisory
+44 (0) 20 7634 3500
Goldman Sachs (Capital Markets Adviser to Bridgepoint)
Stephen Considine, Managing Director, Co-Head of EMEA FIG
Ken Hayahara, Managing Director, Financial Institutions Group
Tom Hartley, Managing Director, UK Investment Banking
+44 (0) 20 7774 1000
BNP Paribas (Joint Corporate Broker to Bridgepoint)
Andrew Forrester, Chair of Corporate Broking
Sam McLennan, Head of Corporate Broking
Jolyon Luke, Global Head of Asset Management Advisory
Tel: +44 20 7595 2000
J.P. Morgan Cazenove (Joint Corporate Broker to Bridgepoint)
Ed Squire, Managing Director and Co-Head of EMEA FIG
Harshit Kandpal, Executive Director
+44 (0) 203 493 8000
Morgan Stanley & Co. International plc (Corporate Broker to Bridgepoint)
Ben Grindley, Managing Director and Co-Head of UK & Ireland Investment Banking
Alex Smart, Managing Director, UK & Ireland Investment Banking
+44 (0) 20 7425 8000
PRESENTATION AND Q&A
Management will hold a webcast to answer questions from analysts and investors at 08.30 AM UK time on Monday, 29 June 2026.
Join via weblink: https://www.lsegissuerservices.com/spark-insights/BRIDGEPOINTGROUP/events/aa9ffe9a-aec3-4c4d-838a-c77aa4dbe880
Register for conference call: https://bridgepoint-update-jun26.open-exchange.net/registration
The slides from this webcast will be available on the Bridgepoint website:
https://www.bridgepoint.eu/shareholders/financial-information
DISCLAIMER
This announcement has been issued by, and is the sole responsibility of, Bridgepoint and no one else in connection with the Transaction. Moelis & Company UK LLP ("Moelis") is acting as lead financial adviser exclusively for Bridgepoint in connection with the matters set out in this announcement and for no one else and will not be responsible to anyone other than Bridgepoint for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither Moelis, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis in connection with this announcement, any statement contained herein or otherwise.
APPENDIX
PRINCIPAL TERMS AND CONDITIONS OF THE TRANSACTION
1.
PURCHASE AND SALE AGREEMENT
Summary
Under the terms of the Purchase and Sale Agreement:
a)
The Buyer (being an indirect subsidiary of Bridgepoint) and certain Affiliates of the Buyer have agreed to acquire certain interests in the Kayne Anderson real estate business from the Seller Parties.
b)
The interests to be acquired comprise:
i.
100% of the issued and outstanding limited partnership interests of KARE Manager Holdings, L.P. ("Manager Holdings") (the "Manager Holdings Interests");
ii.
a portion of the issued and outstanding limited partnership interests of KARE GP Holdings, L.P. ("GP Holdings", and together with Manager Holdings, the "KARE TopCo Entities") (the "Acquired GP Holdings Interests"); and
iii.
100% of the issued and outstanding interests in KARE GP, LLC (the "General Partner"), which holds 100% of the issued and outstanding general partner interests of each of Manager Holdings and GP Holdings,
(together, the "Acquired Interests").
c)
Prior to Closing, the Seller Parties are required to cause the KARE TopCo Entities and their applicable Affiliates to complete certain restructuring and separation steps (the "KARE Restructuring"), to ensure that the assets necessary to operate the Company Business are owned by entities falling within the Transaction perimeter. Following the KARE Restructuring, the Sellers will collectively own 100% of the Manager Holdings Interests and 100% of the Acquired GP Holdings Interests.
d)
Following Closing, the Buyer (or an Affiliate of the Buyer) will hold all of the Acquired Interests, which will represent the right to receive:
i.
100% of the net fee proceeds in respect of the period following Closing; and
ii.
(A) 15% of the Performance Income generated following 17 October 2025 in respect of KARE Partners VI, KARE Partners VII, KARE OD II and KARE Debt IV; (B) 100% of the incentive fees generated by, and management fees payable to, KCRED; and (C) with respect to each KARE Fund that is Launched after the Closing Date, 100% of the entitlement to receive distributions of Performance Income with respect to such KARE Fund, with 65% of such entitlements (other than in respect of KACORE, KCRED or any other open ended/perpetual fund that is Launched after the Closing Date) to be allocated to members of the KARE team.
Purchase price, consideration and other terms
The aggregate consideration for the Transaction includes:
a)
cash consideration comprising a payment to the Sellers of $759 million (adjusted to take into account working capital, net indebtedness and transaction expenses);
b)
equity consideration comprising:
i.
the issue by the OP to the KARE Sellers of 114,653,698 limited partnership interests in the OP (each such limited partnership interest being an "OP Unit" comprising one Series A Interest, one Series B Interest and one Series C Interest) on Closing, which may be exchanged (via a series of transactions) for Bridgepoint Shares on a one-for-one basis, pursuant to the terms of the Exchange Agreement, and the issue by Bridgepoint to the GS Sellers of PLC Loan Notes which may be exchanged for 62,072,748 Bridgepoint Shares, pursuant to the terms of the Exchange Agreement. For further detail on the Exchange Agreement, see the Exchange Agreement section of this Appendix; and
ii.
the issue of up to 82,830,000 Earn-Out Units, comprising: (A) limited partnership interests in the OP issued by the OP to the KARE Sellers (each such limited partnership interest being an "Earn-Out OP Unit"); and (B) Earn-Out Loan Notes issued by Bridgepoint to the GS Sellers (the Earn-Out OP Units and the Earn-Out Loan Notes together, the "Earn-Out Units"). The Earn-Out Units shall only become realised or be issued (in whole or in part) depending on the extent to which certain performance targets (as described further below) are met, over the period to the Earn-Out Measurement Date. The Earn-Out Units, to the extent realised, and the Earn-Out Loan Notes, to the extent issued, will entitle holders to the issue (via a series of transactions) of Bridgepoint Shares on a one-for-one basis, on the terms of the Exchange Agreement (such number of Earn-Out Units or Earn-Out Loan Notes to be realised or issued, the "Earn-Out Payment Amount"). For further detail on the Exchange Agreement, see the Exchange Agreement section of this Appendix.
In addition, Bridgepoint has agreed to make available to certain individuals (other than the KARE Senior Principals) employed by, or otherwise providing services to, the Company Entities (each an "Eligible Employee"):
a)
on and following Closing, Awards of up to 11,869,687 Bridgepoint Shares;
b)
on and from the date falling 30 days following Closing, Awards over a further 11,869,687 Bridgepoint Shares minus the number granted pursuant to paragraph (a); and
c)
subject to achievement of the Earn-Out (on the same terms applicable to the Earn-Out Units referred to in paragraph (b)(ii) above), on and following Closing, Awards of over a maximum of 19,670,000 Bridgepoint Shares,
(together being the "KARE Employee Equity Shares"), as further described in the KARE Employee Equity Terms section of this Appendix.
The total value of the cash consideration, the equity consideration payable on Closing and the Awards of 11,869,687 KARE Employee Equity Shares granted on and following Closing is approximately $1,393 million.
Earn-Out
The Earn-Out is driven primarily by the level of management fees generated by certain KARE Funds (the "Earn-Out Revenue"). Earn-Out Revenue is calculated by reference to, among other things: (i) the weighted average management fee rate per annum for specified fee-paying capital commitments made after 31 December 2025 to KARE Funds other than KACORE, KARE Partners VII and KCRED, including funds pursuing new investment strategies and continuation funds; (ii) the amount by which quarterly run-rate management fee revenue for certain open-ended or perpetual KARE Funds, when calculated on an annualised basis, exceeds the aggregate annualised run rate management fee revenue for those KARE Funds as at 31 December 2025; and (iii) the amount of quarterly run-rate management fee revenue, when calculated on an annualised basis, attributable to United States real estate investments made by certain multi-strategy funds as of 31 December 2025. The Earn-Out Revenue thresholds shall be $100 million (the "Minimum Earn-Out Revenue Threshold") and $150 million (the "Target Earn-Out Revenue"), with equity consideration (as further described below) crystallising rateably between these thresholds. The Earn-Out will be determined by reference to Earn-Out Revenue calculated for the relevant period ending on the Earn-Out Measurement Date.
In the event that the Earn-Out Revenue:
a)
is equal to or less than the Minimum Earn-Out Revenue Threshold: no Earn-Out Units will be realised.
b)
is equal to or greater than the Target Earn-Out Revenue: 82,830,000 Earn-Out Units will be realised.
c)
is greater than the Minimum Earn-Out Revenue Threshold but less than the Target Earn-Out Revenue: the number of Earn-Out Units to be realised will be determined by linear interpolation between zero Earn-Out Units and 82,830,000 Earn-Out Units.
Any Earn-Out OP Units which are issued but not realised will be forfeited by the relevant KARE Sellers for nil consideration and cancelled in accordance with the OP LPA, and any Earn-Out Loan Notes will only be issued to the extent the relevant thresholds for the Earn-Out Revenue are achieved.
The Earn-Out may be accelerated in full in certain circumstances, including upon a change of control of the Company Business, and may be partially accelerated in certain other circumstances, including upon a change of control of Bridgepoint.
The equity consideration issued to the Sellers shall be subject to certain lock-up arrangements and, in the case of the KARE Sellers, certain vesting arrangements. For further detail on the vesting and lock up arrangements, please see the Lock-Up Arrangements section of this Appendix.
KARE Employee Equity Terms
In connection with the Transaction, Bridgepoint has agreed to make available the following Bridgepoint Shares for Eligible Employees from time to time following Closing in respect of which Awards may be made, subject to certain vesting arrangements:
a)
on and promptly following Closing, the KARE Remuneration Committee may grant Awards over up to 11,869,687 Bridgepoint Shares ("Initial Awards");
b)
on and from the date falling 30 days following Closing, the KARE Remuneration Committee may grant Awards over a number of Bridgepoint Shares equal to 11,869,687 minus the number granted pursuant to paragraph (a) as Initial Awards ("Additional Awards"); and
c)
on and following Closing, the KARE Remuneration Committee may grant Awards over a maximum of 19,670,000 Bridgepoint Shares, provided that the number of Bridgepoint Shares to be made available for the purposes of such Awards shall be determined on the same basis as the number of Earn-Out Units which become Realised Earn-Out Units (as determined by calculating the Earn-Out Payment Amount on the Earn-Out Measurement Date in accordance with the methodology in the Purchase and Sale Agreement (the "Earn-Out Awards")).
Awards may not be transferred and will lapse immediately on any attempt to do so.
Under the KARE Employee Equity Terms, following the vesting of an Award, the new Bridgepoint Shares shall be issued to settle such Award shortly following the date of vesting. It is generally a condition to vesting of an Award that the Eligible Employee is, at the time of vesting, employed by a member of the Enlarged Group. There are certain exceptions to this condition, for instance, if an Eligible Employee's employment is terminated as a result of death or permanent disability.
The Initial Awards granted will vest in equal proportions on the second, third, fourth and fifth anniversary of Closing.
Each Additional Award shall vest in equal proportions on the first, second, third and fourth anniversary of the date on which such Additional Award is granted.
The vesting terms applicable in respect of Earn-Out Awards issued to any Eligible Employee shortly following Closing are that 100 per cent. of each Earn-Out Award shall vest on the Earn-Out Measurement Date.
Representations, Warranties and Indemnities under the Purchase and Sale Agreement
The KARE Sellers have provided customary representations and warranties to the Buyer in respect of the Company Entities and the KARE Funds, and the Seller Parties have provided customary representations and warranties to the Buyer in respect of the Seller Parties.
Each Seller, as applicable, has agreed to indemnify the Buyer in respect of losses in connection with any inaccuracy or breach of certain fundamental representations and these fundamental representations survive for 12 months following the Closing Date. Notice of claims regarding these fundamental representations must be given on or before the date that is 12 months following the date of Closing, and the maximum aggregate liability of the Sellers in respect of these fundamental representations is limited to an amount calculated based on the total consideration received by the relevant Seller at Closing for the Transaction. The KARE Sellers have also given certain non-fundamental representations in respect of the Company Entities and the KARE Funds, including pertaining to the existence of litigation, validity of certain material contracts and other matters relating to the business of the Company Entities and the KARE Funds, but these representations do not survive Closing.
Bridgepoint has obtained insurance with respect to the potential losses sustained as a result of the Seller Parties' breach of certain representations, warranties and indemnities, and the insurance policy contains certain exclusions and limitations, including in relation to amount and time.
The Buyer Parties have provided customary representations and warranties to the Seller Parties in respect of Bridgepoint and, where appropriate, the Bridgepoint Group, including, inter alia, with respect to capacity, required filings and consents, litigation and compliance with laws. The representations and warranties given by the Buyer Parties do not survive Closing.
Conditions to Closing
Closing is conditional upon, among other things:
a)
the relevant approvals or notifications of the Transaction under applicable merger control and other regulatory laws having been obtained or made, as the case may be;
b)
no governmental order or other law restraining or otherwise preventing Closing being in effect;
c)
the KARE Restructuring having been completed in all material respects;
d)
the registration of Manager Holdings (or other KARE Subsidiary) as a registered investment adviser with the SEC;
e)
the passing of Resolution 1; and
f)
the obtaining of client consents from KARE Partners VI, KARE Partners VII, KACORE, KCRED and KARE Debt IV required in connection with the change of control of the KARE business.
Pre-Closing Undertakings
The Purchase and Sale Agreement includes customary pre-Closing conduct of business undertakings given by the General Partner and KACALP to the Buyer Parties, such as to cause the business and operations of the Company Business to be conducted in the ordinary course of business between the signing of the Purchase and Sale Agreement and Closing and other undertakings governing the taking of specific actions by, or restrictions on the taking of certain actions by, the Company Entities.
Bridgepoint has also agreed to certain customary pre-Closing conduct of business undertakings, including not to, subject to certain exceptions, issue any new ordinary shares in Bridgepoint for less than fair market value, amend its organisational documents in a manner that would disproportionately and adversely affect the economic interests of a Seller Party as compared with the direct or indirect holders of Bridgepoint Shares, or acquire any business, securities or assets that would, in the reasonable judgment of Bridgepoint, reasonably be expected to materially delay the consummation of the Transaction as a result of increased regulatory, judicial or administrative investigations or scrutiny.
Governing Law and Dispute Resolution
The Purchase and Sale Agreement is governed by the laws of the State of Delaware. Except with respect to certain disputes in connection with adjustments to the purchase price and calculation of the Earn-Out Payment Amount, which shall be referred to an independent arbitrator and/or an independent expert, disputes arising in respect of the Purchase and Sale Agreement shall be referred to and finally resolved by the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, only if the Delaware Court of Chancery does not have jurisdiction over a particular matter, any federal court within the State of Delaware).
2.
LOCK-UP ARRANGEMENTS
Each of the KARE Sellers and the GS Sellers will enter into separate lock-up agreements with Bridgepoint on or around the Closing Date.
Forfeiture of Earn-Out Units
Under the KARE Lock-Up Agreement, the KARE Sellers' Closing Securities shall be vested upon issue. The majority of each KARE Senior Principal's look-through entitlement to Earn-Out Units shall vest on a straight-line basis over the period commencing on the Closing Date and ending on (and including) the Earn-Out Measurement Date.
If a KARE Senior Principal becomes a "Good Leaver" prior to the Earn-Out Measurement Date, then 100 per cent. of such KARE Senior Principal's look-through entitlement to the KARE Seller's Earn-Out Units will vest on the date on which its employment or engagement is terminated (the "Cessation Date"). A KARE Senior Principal may become a "Good Leaver" for reasons including: (i) the death or permanent disability of the KARE Senior Principal; (ii) the termination by Bridgepoint (or the relevant member of the Bridgepoint Group) of each KARE Senior Principal's employment for any reason other than following an event constituting "Cause"; or (iii) a KARE Senior Principal's voluntary resignation for "Good Reason".
"Good Reason" is an occurrence of the following events without the relevant KARE Senior Principal's prior written consent: (a) a breach by Bridgepoint (or any member of the Bridgepoint Group) of a material term of the employment or lock-up arrangements between the parties; (b) a material diminution in the KARE Senior Principals' duties, authorities or responsibilities in connection with the KARE Senior Principals' employment with the Bridgepoint Group, or (c) a relocation of the KARE Senior Principals' primary work location that lengthens that KARE Senior Principal's regular commute and is more than fifty (50) miles from the relevant KARE Senior Principal's then-current work location (provided that, a relocation shall not include that KARE Senior Principal's travel for business in the course of performing their duties for the Bridgepoint Group or any of its affiliates), unless, in each case, Bridgepoint remedies the matter giving rise to the Good Reason.
The KARE Sellers' Earn-Out Units will vest upon the occurrence of an "Acceleration Event", which includes circumstances relating to a sale of Kayne Anderson Real Estate and a change of control of Bridgepoint, among other matters.
If, however, a KARE Senior Principal becomes a "Bad Leaver" prior to the Earn-Out Measurement Date, then 100 per cent. of the unvested portion of such KARE Senior Principal's Earn-Out Units will be forfeited for no consideration. "Bad Leaver" may include where the KARE Senior Principal's employment or engagement is terminated following circumstances constituting "Cause", the voluntary resignation of a KARE Senior Principal without "Good Reason" or where the KARE Senior Principal's employment or engagement is terminated for any reason following a "Material Breach". "Cause" may include the KARE Senior Principal's fraud, theft or embezzlement, and "Material Breach" means a KARE Senior Principal's material breach of any non-compete, non-solicit, no-hire, non-interference, non-disparagement or other similar covenant to which the KARE Senior Principals are subject in favour of Bridgepoint (or the relevant member of the Bridgepoint Group). Any Earn-Out Units that are forfeited may be reallocated to other Kayne Anderson Real Estate personnel.
Lock-Up Restrictions and Release
Each Seller will undertake that it will not transfer or otherwise dispose of any of the Closing Securities (the "Lock-Up Restrictions").
The Lock-Up Restrictions applicable to the KARE Sellers under the KARE Lock-Up Agreement will expire with respect to such KARE Sellers' Closing Securities in equal proportions on each of the first, second and third anniversaries of the Closing Date.
The Lock-Up Restrictions applicable to the GS Sellers under the GS Seller Lock-Up Agreement will expire with respect to such GS Sellers' Closing Securities as follows: (i) one sixth (⅙) on the Closing Date; (ii) one sixth (⅙) on the date falling two months following the Closing Date; (iii) one third (⅓) on the date falling four months following the Closing Date; and (iv) one third (⅓) on the date falling six months following the Closing Date.
Governing Law and Dispute Resolution
Each Lock-Up Agreement will be governed by English law and the courts of England and Wales have exclusive jurisdiction with respect to any disputes or claims arising out of or in connection with each Lock-Up Agreement (save that any dispute or claim in connection with the determination as to whether a Material Breach has arisen under the KARE Lock-Up Agreement shall be governed by and construed in accordance with the laws of Florida).
3.
THE EXCHANGE AGREEMENT
On or prior to Closing, the Sellers, US Newco, US Newco 2, UK Newco, the OP and Bridgepoint shall enter into an exchange agreement governing the terms upon which OP Units and Realised Earn-Out Units may be exchanged for Bridgepoint Shares (the "Exchange Agreement").
Each OP Unit (which is economically equivalent to a Bridgepoint Share) comprises one Series A Interest, one Series B Interest and one Series C Interest. These have the right to returns from certain strategies of the Bridgepoint Group, the investment management businesses of certain strategies of the Bridgepoint Group and fund carried interest and/or co-investment interests in certain strategies of the Bridgepoint Group and which are held by the Bridgepoint Group, respectively. In addition, the Earn-Out OP Units are represented by Series E Interests in the OP.
The issue of Bridgepoint Shares using the mechanism set out in the Exchange Agreement requires the passing of Resolution 2. However, the Transaction itself is not conditional on the passing of Resolution 2. The Purchase and Sale Agreement provides that if Resolution 2 is not passed, the parties will negotiate in good faith to amend the Exchange Agreement as necessary to provide for an alternative mechanism for the exchange of the KARE Sellers' OP Units and Realised Earn-Out Units for Bridgepoint Shares. Various alternative mechanisms could be implemented, if required, to effect the exchange of OP Units and Realised Earn-Out Units, such as a share-for-share exchange mechanism. Any such alternative mechanism does not require Resolution 2 to be passed, but may result in different tax and stamp duty considerations applying to the alternative legal steps. In the event that the parties cannot agree on such amendments, then the Seller Parties have granted to Bridgepoint (or its designee) the option to acquire any OP Units in exchange for newly issued Bridgepoint Shares, exercisable following the sixth anniversary of Closing, and the option to acquire any Realised Earn-Out Units in exchange for newly issued Bridgepoint Shares, exercisable on and following the Earn-Out Payment Date.
The exchange of OP Units and Realised Earn-Out Units for Bridgepoint Shares
The Exchange Agreement details the rights of the KARE Sellers to exchange their OP Units and Realised Earn-Out Units for Bridgepoint Shares (via a series of exchanges) (or, at the option of the OP, a cash alternative) and the rights of the OP and/or Bridgepoint to cause such exchanges of OP Units and Realised Earn-Out Units for Bridgepoint Shares to occur (any such right being an "Exchange Right").
From the date of Closing, the KARE Sellers may, subject to limited exceptions, exchange their OP Units for, at the OP's option, a cash payment or the issue by Bridgepoint of PLC Loan Notes (any such exchange being an "OP Unit Exchange"). If the OP elects to make a cash payment in satisfaction of the OP Unit Exchange, such cash payment would be equal to the market value of the OP Units being exchanged, assuming the value of one OP Unit equals the market value of one Bridgepoint Share based on an average (mean) of the closing middle market price of Bridgepoint Shares for the five preceding trading days (excluding the day of measurement) (the "OP Unit Market Value"). If the OP elects to procure the issue by Bridgepoint of a PLC Loan Note in satisfaction of the OP Unit Exchange, the principal amount of the PLC Loan Note shall also be equal to the OP Unit Market Value and interest on the principal amount shall accrue at such rate and be payable at such times to be agreed between the parties. The amount payable by Bridgepoint in redemption of the PLC Loan Note shall, unless the parties agree otherwise, be settled by newly issued Bridgepoint Shares.
In turn, the KARE Sellers that have exercised their OP Unit Exchange Rights shall be entitled to require that Bridgepoint repays their PLC Loan Notes by way of an issue of a number of Bridgepoint Shares equal to the number of OP Units subject to the OP Unit Exchange (and Bridgepoint shall be entitled to require that they do so, such that any PLC Loan Notes received by the KARE Sellers may be immediately repaid by way of an issue of the relevant number of Bridgepoint Shares).
From the Earn-Out Payment Date the KARE Sellers may exchange each Realised Earn-Out Unit for, at the OP's option, the issue of one OP Unit to each KARE Seller, or the issue by Bridgepoint of Earn-Out Loan Notes (any such exchange being an "Earn-Out Unit Exchange").
In turn, the KARE Sellers that have exercised their Earn-Out Unit Exchange Rights shall be entitled to require that Bridgepoint repays their Earn-Out Loan Notes by way of an issue of a number of Bridgepoint Shares equal to the number of Realised Earn-Out Units subject to the Earn-Out Unit Exchange (and Bridgepoint shall be entitled to require that they do so, such that any Earn-Out Loan Notes received by the KARE Sellers may be immediately repaid by way of an issue of the relevant number of Bridgepoint Shares).
The PLC Loan Notes issued to the GS Sellers at Closing, and any Earn-Out Loan Notes issued to the GS Sellers following the Earn-Out Payment Date, may also be exchanged for Bridgepoint Shares on the terms of the Exchange Agreement, with each GS Seller being entitled to require that Bridgepoint repays its PLC Loan Notes and Earn-Out Loan Notes by way of an issue of Bridgepoint Shares (and Bridgepoint being entitled to require that it does so).
Each KARE Seller may exercise its Exchange Rights, either in respect of:
a)
some or all of the OP Units held by such KARE Seller, from the date of Closing, provided that no KARE Seller may exercise such exchange more than once during any twelve month period, and some or all of the PLC Loan Notes held by such KARE Seller from the date of completion of an OP Unit Exchange;
b)
any OP Units and/or PLC Loan Notes held by such KARE Seller to which the lock-up restrictions contained in the KARE Lock-Up Agreement no longer apply ("Released Securities"), within 20 Business Days of the date on which such securities become Released Securities; or
c)
some or all of the Realised Earn-Out Units and/or Earn-Out Loan Notes held by such KARE Seller, from the Earn-Out Payment Date (provided that, to the extent such KARE Seller holds any OP Units and/or PLC Loan Notes at such time, it must simultaneously exchange all of such OP Units and/or PLC Loan Notes).
Any OP Unit Exchange or Earn-Out Unit Exchange may, subject to the terms of the KARE Lock-Up Agreement, be effected by way of an "Individual Flip Up", being a distribution or transfer of OP Units or Realised Earn-Out Units by a KARE Seller to its direct or indirect equityholder(s) (an "Underlying Seller"), followed by an exchange by such Underlying Seller.
The OP is entitled to require the KARE Sellers to effect an OP Unit Exchange and an Earn-Out Unit Exchange at any time beginning on the sixth anniversary of Closing. In addition, if a takeover offer becomes or is declared wholly unconditional, or a Part 26 scheme of arrangement under the Companies Act 2006 is sanctioned by the court, the OP shall be entitled to require the KARE Sellers to effect an OP Unit Exchange.
Other than the exchange of the PLC Loan Notes and Earn-Out Loan Notes to be issued to the GS Sellers, the exchanges described above may only take place during certain prescribed periods, being: (w) if no Record Date is anticipated to occur in the subsequent six-month period, no later than 20 Business Days following the service of notice of exercise of an OP Unit Exchange; (x) no later than 20 Business Days after the first dividend record date in respect of Bridgepoint Shares to occur after the service of notice of exercise of an OP Unit Exchange (the "Record Date"); (y) in the event that the relevant Record Date occurs during a period where the relevant exchange would constitute a breach of Bridgepoint's Group Dealing Code or applicable law or regulation, no later than 20 Business Days following the expiry of such period; or (z) in the event that, as of the relevant Record Date, Bridgepoint would be required by applicable law to publish a prospectus, at such date as agreed between the parties, acting reasonably, provided that such date shall fall no later than six months following the relevant Record Date, or such later date as may be required in order to allow for any delays in prospectus publication arising from the FCA review process.
Warranties
Under the Exchange Agreement, each party provides customary title and capacity warranties.
Governing Law and Dispute Resolution
The Exchange Agreement is governed by English law and the courts of England and Wales have exclusive jurisdiction with respect to any disputes or claims arising out of or in connection with the Exchange Agreement.
4.
OP LPA
On or before Closing, an amended and restated deed of limited partnership of the OP (being the OP LPA) shall be entered into, setting out the terms of participation as a partner in the OP, which applies for the period during which the KARE Sellers (amongst others) hold OP Units, as described in the Exchange Agreement section of this Appendix.
Bridgepoint OP GP Limited acts as general partner of the OP. Pursuant to a separate deed of management entered into on 20 August 2024, Bridgepoint Advisers Limited was appointed to have exclusive responsibility for the management, operation and control of the business and affairs of the OP.
The limited partners shall take no part in the management or control of the business and affairs of the OP and none of the limited partners shall have any right to vote on matters relating to the OP, except that the OP LPA may not be amended by the general partner without the consent of any limited partner which is disproportionately materially adversely affected by the amendment or the majority-in-interest of any group of limited partners which are disproportionately materially adversely affected by the amendment.
The OP LPA provides that limited partners may be allocated five separate series of interest in the OP, being Series A Interests, Series B Interests, Series C Interests, Series D Interests and Series E Interests, the entitlements of which are described: (i) in respect of the Series A Interests, Series B Interests, Series C Interests and Series E Interests, in the Exchange Agreement section of this Appendix; and (ii) in respect of the Series D Interests, in the ECP Circular.
The OP LPA is governed by English Law and the courts of England and Wales have exclusive jurisdiction with respect to any disputes or claims arising out of or in connection with the OP LPA.
RISK FACTORS
This section describes the risks which Bridgepoint believes are risks to the Bridgepoint Group or the Enlarged Group as a result of the Transaction. However, these should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. If any or a combination of the following risks materialise, the Bridgepoint Group's or the Enlarged Group's (as applicable) business, financial condition, operational performance, future performance and share price could be materially adversely affected. The information given is as of the date of this announcement and, except as required by the FCA, the London Stock Exchange, the UK Listing Rules, the Disclosure Guidance and Transparency Rules or any other applicable law or regulation, will not be updated.
Closing of the Transaction is subject to conditions which may not be satisfied or waived
The Transaction is subject to conditions, including regulatory approvals, consents and the passing of Resolution 1 by shareholders at the General Meeting. There can be no assurance that any or all of the conditions will be satisfied. If any condition is not satisfied (or, where permitted, waived), the Transaction will not complete. Additionally, it is possible that the satisfaction of conditions may cost more, or take longer, than anticipated. Delays in completing the Transaction could have an adverse impact on the benefits that Bridgepoint expects to achieve if the Transaction is completed within the expected timeframe.
If the Transaction does not complete, Kayne Anderson Real Estate will not be acquired by the Bridgepoint Group and this may: (i) result in a delay in the execution of the strategic objectives of the Bridgepoint Group; (ii) prevent the anticipated benefits and opportunities that the directors believe will result from the Transaction from being realised; and/or (iii) otherwise adversely affect the condition of the Bridgepoint Group business. In addition, failure to complete the Transaction may adversely impact the reputation of the Bridgepoint Group and the external perception of its ability to implement such transactions successfully. This may be the case even where the failure to implement the Transaction is due to factors outside the control of the Bridgepoint Group. There are also other costs, such as adviser costs associated with the pursuit and implementation of the Transaction which will still be payable if the Transaction does not proceed.
The Bridgepoint Group may sustain losses in relation to the Transaction for which it may not be able to obtain compensation
The Sellers have given certain representations, warranties and indemnities in favour of the Buyer under the terms of the Purchase and Sale Agreement. Certain of these representations, warranties and indemnities are subject to limitations, including in relation to amount and time. In particular, the maximum aggregate liability of the Sellers in respect of certain fundamental representations, including pertaining to the interests being acquired by Bridgepoint, and the Sellers' valid entry into the Purchase and Sale Agreement, is limited to an amount calculated based on the notional value of the total consideration received by the relevant Seller for the Transaction at Closing. The Sellers have also given certain non-fundamental representations, including pertaining to the existence of litigation and the validity of certain material contracts, but these representations shall not survive Closing. Bridgepoint has also obtained insurance, including in relation to representations which shall not survive Closing, with respect to the potential losses sustained as a result of the Sellers' breach of certain representations, warranties and indemnities, and the insurance policy contains certain exclusions and limitations, including in relation to amount and time.
In the event the Bridgepoint Group sustains losses as a result of the Transaction, the Bridgepoint Group may not be able to obtain compensation for such loss from the Sellers and/or the insurers as a result of such limitations.
The Bridgepoint Group may have foreign exchange risk related to the consideration for the Transaction and, in the future, the Enlarged Group will have increased foreign exchange risk in connection with its operations due to the increased portion of assets, liabilities and earnings denominated in US dollars
Bridgepoint's functional currency is pounds sterling, but the consideration for the Transaction has been calculated in, and the cash consideration will be paid in, US dollars. There may be a delay between the date on which the Purchase and Sale Agreement was entered into and Closing, and the Bridgepoint Group may therefore be exposed to the risk of significant appreciation of the US dollar against the pound sterling in this period. In order to minimise this risk, the Bridgepoint Group plans to settle the cash consideration payable using cash already denominated in US dollars or drawing on available credit facilities that can be drawn in US dollars.
In addition, the Enlarged Group will present its financial statements in pounds sterling and will have a greater portion of US dollar denominated assets, liabilities and earnings as a result of the significant assets and revenues of Kayne Anderson Real Estate across the United States. The financial results and condition of the Enlarged Group will therefore be more sensitive to fluctuations in the exchange rate of the pound sterling against the US dollar than they are currently. A depreciation of the US dollar relative to the pound sterling could have an adverse impact on the consolidated financial condition and results of operation of the Enlarged Group.
The Enlarged Group may fail to realise, or it may take longer than expected to realise, the full expected cross-selling benefits of the Transaction
There is limited overlap between the existing investor bases of the KARE Funds and the Bridgepoint funds (together, the "Funds"), which presents a meaningful opportunity for cross-selling and the distribution of the Funds' strategies to a broader combined investor base. This limited overlap has been identified as a driver of potential revenue growth for the Enlarged Group. However, the Enlarged Group may fail to realise such anticipated benefits, or may encounter difficulties, higher costs or delays in achieving such anticipated benefits.
Any failure to realise the anticipated benefits in respect of the Funds, or any delay in achieving such anticipated benefits, could reduce the value created by the Transaction and have an adverse impact on the Enlarged Group.
If Kayne Anderson Real Estate's future fundraising efforts do not meet expectations, the anticipated benefits of the Transaction may not be realised
The current KARE Funds have a finite life and a finite amount of commitments from fund investors. Once a fund nears the end of its investment period, the success of the KARE Group depends on its ability to raise additional or successor funds in order to keep making investments and, over the long-term, earn management fees (although funds and investment vehicles continue to earn management fees after the expiration of their investment periods, they generally do so at a reduced rate).
The directors anticipate that certain benefits and opportunities will result from the Transaction based on, in part, the success of Kayne Anderson Real Estate's fundraising efforts. If Kayne Anderson Real Estate is unable to raise funds as expected, or if it is delayed in raising funds, the Enlarged Group's revenue may be negatively impacted. The performance of the KARE Funds will also impact the Enlarged Group's ability to raise capital, and deterioration in the performance of funds would result in challenges to future fundraisings.
If Kayne Anderson Real Estate's future fundraising efforts do not meet expectations, this may prevent the anticipated benefits and opportunities that the directors believe will result from the Transaction from being realised.
The Enlarged Group may not be able to retain, motivate and/or recruit personnel, who are important to the Kayne Anderson Real Estate business
The KARE Group's personnel are important to the business. The success of the Enlarged Group is therefore dependent upon its ability to retain and motivate such personnel and to strategically recruit, retain and motivate new talented professionals. The success of the KARE Funds and the portfolio investments of the KARE Funds is similarly dependent on such personnel.
The professionals of the KARE Group possess substantial experience and expertise and the KARE Group's investment professionals have strong business relationships with members of the business community across geographies and sectors in which the relevant businesses and the KARE Funds operate. In particular, the KARE Group depends on the efforts, skill, reputations and business contacts of the KARE Group's personnel, and the information and deal flow they generate during the normal course of their activities. Accordingly, the Enlarged Group's success will depend on the continued service of these individuals, which is why a material proportion of the consideration is in OP Units, which are exchangeable for Bridgepoint Shares (via a series of exchanges), and additionally Awards over KARE Employee Equity Shares are to be granted to the Kayne Anderson Real Estate team at Closing and over time, subject to medium term vesting provisions in order to incentivise the retention of key team members. Despite this, there is a risk that the Enlarged Group may not be successful in its efforts to recruit, retain and motivate the required personnel as the market for qualified investment professionals and other team members in support functions is highly competitive, and such risks may be exacerbated if a number of persons decide to leave the Enlarged Group at or around the same time.
Kayne Anderson Real Estate's ability to recruit, retain and motivate personnel is particularly dependent on the ability to offer highly attractive incentive opportunities. If the Enlarged Group is unable to realise the anticipated benefits of the Transaction, there may be a material adverse effect on the business, financial condition, prospects and/or results of operations of the Enlarged Group, which in turn may impact the Enlarged Group's ability to recruit and maintain its personnel.
If the Enlarged Group's ability to recruit and maintain its personnel worsens, this could jeopardise the Enlarged Group's development, culture and relationships with important stakeholders, and, in particular, relationships with investors in the KARE Funds, members of the business community and the portfolio investments of the KARE Funds. This could lead to significant adverse consequences in the short-term in relation to existing KARE Funds and in the medium to long-term in relation to the Enlarged Group's ability to raise capital for new KARE Funds.
Implementing the Enlarged Group's growth and diversification strategy may be unsuccessful, and may result in additional risks and uncertainties
The organisational documents of the Bridgepoint Group do not limit the Bridgepoint Group to certain types of investment management businesses. Accordingly, the Bridgepoint Group is pursuing growth by way of acquisition-led expansion, including through the Transaction, and the Enlarged Group may continue to pursue growth through acquisitions of asset managers and other investment management companies, or other strategic initiatives.
The Enlarged Group faces numerous risks and uncertainties in connection with growth through acquisitions, including the Transaction, for example risks associated with:
•
the assumption of liabilities of any acquired business, including the KARE Group, and increasing demands on or issues related to the combination of operational and management systems and controls, and the compliance with additional legal and regulatory requirements; and
•
the broadening of the Enlarged Group's geographic footprint, including the risks associated with conducting operations in jurisdictions in which it is currently not active, which may result in additional costs, such as those associated with training employees engaged with central office functions.
Any failure of the Enlarged Group's strategy of acquisition-led expansion could lead to the Enlarged Group not growing in accordance with its growth and diversification strategy and not being able to enjoy the benefits that it is expected to realise, as well as the Enlarged Group not being able to reach its growth targets.
LITIGATION
Bridgepoint Group
There are no, nor have there been any, governmental, legal or arbitration proceedings (nor is Bridgepoint aware of any such proceedings which are pending or threatened) which may have, or during the last twelve months prior the date of this announcement have had, a significant effect on Bridgepoint and/or the Enlarged Group's financial position or profitability.
KARE Group
There are no, nor have there been any, governmental, legal or arbitration proceedings (nor is Bridgepoint aware of any such proceedings which are pending or threatened) which may have, or during the last twelve months prior the date of this announcement have had, a significant effect on the KARE Group's financial position or profitability.
MATERIAL CONTRACTS
Bridgepoint GroupNo contracts have been entered into (other than contracts entered into in the ordinary course of business) by any member of the Bridgepoint Group either: (i) within the period of two years immediately preceding the date of this Announcement which are or may be material to the Bridgepoint Group; or (ii) which contain any provisions under which any member of the Bridgepoint Group has any obligation or entitlement which is material to the Bridgepoint Group as at the date of this Announcement, save as disclosed below:
(a)
Purchase and Sale Agreement
Details of the Purchase and Sale Agreement are set out in the Principal Terms and Conditions of the Transaction section of this Appendix.
(b)
Bridgepoint Revolving Credit Facility
On 9 March 2026, Bridgepoint Advisers Holdings entered into a revolving facilities agreement (the "Bridgepoint Revolving Credit Facility") with Lloyds Bank Corporate Markets plc as agent, pursuant to which a £400 million multicurrency revolving credit facility is made available to Bridgepoint Advisers Holdings. The facility is available in Sterling, Euro, US Dollars and other approved currencies, has an initial three-year maturity with two one-year extension options (with lender consent), and was undrawn as at the Last Practicable Date.
The facility is guaranteed by the OP and certain Bridgepoint subsidiaries, with further subsidiaries of the OP required to accede as guarantors in certain circumstances, and may be used for general corporate and working capital purposes and to refinance existing indebtedness. Drawings bear interest at the applicable base rate (SONIA, SOFR or EURIBOR) plus a 1.50 per cent. margin, subject to a zero per cent. floor.
The Bridgepoint Revolving Credit Facility contains customary representations, information undertakings, positive and negative covenants and events of default for facilities of this nature, including restrictions on mergers, disposals and financial indebtedness, a negative pledge and guarantor coverage requirements. It also contains financial covenants requiring interest cover of at least 4.00:1, adjusted leverage of no more than 3.00:1 and fee earning assets under management of at least €22 billion, tested bi-annually by reference to half-year or annual financial statements and/or compliance certificates, with first testing for the 12-month period ending 30 June 2026.
An event of default under the Bridgepoint Revolving Credit Facility would permit, among other things, acceleration of any outstanding loans and cancellation of commitments.
(c)
Bridgepoint Bridge Facility
On 5 June 2026, Bridgepoint entered into a bridge facility agreement (the "Bridge Facility") with, among others, the OP and Bridgepoint Advisers Holdings as original borrowers and Lloyds Bank Corporate Markets plc as bridge agent, pursuant to which a £400 million multicurrency revolving credit facility is made available. The Bridge Facility is available in Sterling, Euro, US Dollars and other approved currencies, has an initial 12-month maturity with two six-month extension options, and was undrawn as at the Last Practicable Date.
The Bridge Facility is guaranteed by the OP and certain Bridgepoint subsidiaries, with further subsidiaries of the OP required to accede as guarantors in certain circumstances, and may be used to finance or refinance the Transaction and related fees, costs and expenses. Drawings bear interest at the applicable base rate (SONIA, SOFR or EURIBOR) plus a stepped margin ranging from 0.85 per cent. to 2.45 per cent. per annum depending on the period elapsed after first utilisation, subject to a zero per cent. floor.
The Bridge Facility contains customary representations, information undertakings, positive and negative covenants and events of default for facilities of this nature, including restrictions on mergers, disposals and financial indebtedness, a negative pledge and guarantor coverage requirements. It also contains financial covenants requiring interest cover of at least 4.00:1, adjusted leverage of no more than 3.00:1 and fee earning assets under management of at least €22 billion, tested bi-annually by reference to half-year or annual financial statements and/or compliance certificates, with first testing for the 12-month period ending 30 June 2026.
An event of default under the Bridge Facility would permit, among other things, acceleration of any outstanding loans and cancellation of commitments.
(d)
Note Purchase and Guaranty Agreement
On 21 March 2024, Bridgepoint US Finance Limited, a private limited company organised under the laws of England and Wales (the "Issuer"), entered into a master note purchase and guaranty agreement (the "Note Purchase Agreement") with, among others, the OP, certain subsidiary guarantors and the institutional investors named therein. Pursuant to the Note Purchase Agreement, the Issuer issued four series of U.S. Dollar-denominated senior notes in an aggregate principal amount of $430,000,000: (i) $50,000,000 6.18% Series A Senior Notes due 7 June 2027 (the "Series A Notes"); (ii) $130,000,000 6.20% Series B Senior Notes due 6 June 2029 (the "Series B Notes"); (iii) $175,000,000 6.31% Series C Senior Notes due 6 June 2031 (the "Series C Notes"); and (iv) $75,000,000 6.46% Series D Senior Notes due 6 June 2034 (the "Series D Notes" and, together with the Series A Notes, the Series B Notes and the Series C Notes, the "2024 Notes"). Interest is payable semi-annually on 15 January and 15 July.
The Issuer may issue additional series of notes ("Additional Notes") under the Note Purchase Agreement, provided that no default or event of default is continuing and the aggregate principal amount of all notes outstanding does not exceed $1,500,000,000. Additional Notes may differ as to currency, principal amount, maturity, interest rate and make-whole amount, and will rank pari passu with the other notes.
The 2024 Notes are unconditionally guaranteed by the OP and certain Bridgepoint subsidiaries (together, the "Guarantors"). Any subsidiary of the OP that becomes liable for financial indebtedness under a material credit facility must accede as a guarantor.
The Note Purchase Agreement contains affirmative and negative covenants, including requirements as to compliance with laws, insurance, taxes, corporate existence, records, guarantor accession, ranking of obligations, receipt of management fees, listing of the 2024 Notes, maintenance of a debt rating and centre of main interests, and restrictions on affiliate transactions, mergers, changes of business, sanctions, liens, financial indebtedness of non-Guarantor members, material asset disposals and amendments to management fee documents. It also permits non-Guarantor members to incur certain "Permitted Financial Indebtedness", including inherited debt, treasury transactions, subordinated and intercompany debt, ordinary-course liabilities, acquisition or asset-purchase financing, finance leases and a general basket capped at 15% of consolidated total assets (shared with the permitted liens basket).
The OP is also subject to information covenants requiring delivery of semi-annual unaudited and annual audited financial statements, notices of defaults, ERISA matters and rating changes, other reasonably requested information and officer's certificates confirming covenant compliance.
The key financial covenants are: (i) interest cover of at least 4.00:1; (ii) adjusted leverage of not more than 3.00:1; and (iii) fee earning assets under management of at least €22 billion, in each case tested by reference to semi-annual and annual financial statements. Breaches of the interest cover and adjusted leverage covenants may be cured by cash shareholder injections received within 20 business days of the relevant officer's certificate delivery date, subject to limits including a maximum of two cures during the life of the notes, no cures in two successive periods and a cure amount not exceeding that required to prevent or cure the breach.
The 2024 Notes may be prepaid at the Issuer's option, in whole or in part (subject to a $5,000,000 minimum for partial prepayments), at par plus the applicable make-whole amount on 10 to 60 days' notice. Mandatory prepayment applies in certain circumstances, including for tax reasons, upon a noteholder sanctions event or on a change of control, in each case at par and without make-whole; a change of control includes, among other things, any person or group becoming the beneficial owner of more than 50% of Bridgepoint voting stock, Bridgepoint ceasing to own 100% of the capital stock of, or control, the general partner, or the general partner ceasing to be the sole general partner of the OP.
The Note Purchase Agreement contains certain events of default, including non-payment, breach of specified covenants or other obligations, misrepresentation, cross-default to financial indebtedness of at least £25,000,000, insolvency events, final judgments over £25,000,000 remaining undischarged for 60 days and ERISA or non-U.S. plan matters that would reasonably be expected to have a material adverse effect, subject in certain cases to materiality thresholds and grace or cure periods. It may generally be amended, and terms waived, with the consent of the Issuer, the other obligors and the required holders, although fundamental matters require each holder's consent. Any additional or more beneficial financial covenant included in a material credit facility is automatically incorporated under a most favoured lender provision. The Note Purchase Agreement is governed by New York law.
(e)
Reorganisation Agreement
Bridgepoint entered into the Reorganisation Agreement dated 6 July 2021, as described in the Prospectus.
(f)
Blue Owl Investment Agreement
Bridgepoint entered into the Blue Owl Investment Agreement dated 28 June 2021, as described in the Prospectus.
(g)
ECP Purchase and Sale Agreement
Bridgepoint entered into the ECP Purchase and Sale Agreement dated 6 September 2023, as described in the ECP Circular.
(h)
ECP Governance Side Letter
Bridgepoint entered into the ECP Governance Side Letter dated 6 September 2023, as described in the ECP Circular.
(i)
ECP Lock-Up Agreement
Bridgepoint entered into certain Lock Up Agreements dated 20 August 2024 as described in the ECP Circular.
KARE Group
Other than the Purchase and Sale Agreement, no contracts have been entered into (other than contracts entered into in the ordinary course of business) by any member of KARE Group either: (i) within the period of two years immediately preceding the date of this Announcement which are or may be material to KARE Group; or (ii) which contain any provisions under which any member of KARE Group has any obligation or entitlement which is material to KARE Group as at the date of this Announcement, save as disclosed below:
(a)
GS Sellers' Investment Documents
In January 2020, the GS Sellers made a minority investment in the KARE Group, acquiring limited partner interests in each of GP Holdings and Manager Holdings, and subsequently increased that investment through two upsizings in November 2020 and July 2022. GP Holdings is the holding entity for the general partners of the KARE Funds and is entitled to certain performance-based carried interest and returns on fund capital commitments generated by those funds. Manager Holdings is appointed, or otherwise acts, as the manager or management company of the KARE Funds and is entitled to all management fees or the equivalent payable by the KARE Funds to the Company Business.
The GS Sellers entered into a series of agreements in connection with their investment in the KARE Group, with three main agreements that govern the terms of the investment (together, the "GS Sellers' Investment Documents"): the Limited Partnership Agreement of GP Holdings, the Limited Partnership Agreement of Manager Holdings and the Investment Agreement, each entered into on 17 January 2020 and subsequently amended upon each of the two upsizings in November 2020 and July 2022.
Together, the GS Sellers' Investment Documents entitle the GS Sellers to a portion of the net fee income generated by all KARE Funds, fund capital proceeds and carried interest in certain KARE Funds. They also confer on the GS Sellers certain information rights, consent rights over specified reserved matters (including certain changes to capital structure, related party transactions, the incurrence of indebtedness above an agreed threshold, and certain transfers by the KARE Group senior principals), pre-emptive rights and customary tag-along rights. The GS Sellers' interests are in turn subject to drag-along rights and restrictions on transfer, including a mutual right of first refusal as between the GS Sellers and KARE Group.
On or before Closing, each of the GS Sellers' Investment Documents will be amended to reflect the terms of the Transaction and the change of ownership of the KARE Group.
(b)
CNB Revolving Credit Facility
Pursuant to a credit agreement dated 30 June 2022, as amended on 28 September 2022 and 17 March 2023 (the "CNB Revolving Credit Facility"), a revolving line of credit was made available to GP Holdings and Manager Holdings as borrowers, with City National Bank acting as administrative agent and lender. The facility provides for aggregate commitments of $200,000,000 at closing, with a further $100,000,000 available on an uncommitted basis. The facility is secured by a security and pledge agreement over substantially all assets of GP Holdings and Manager Holdings (excluding certain property located outside the United States and equity in foreign subsidiaries). The proceeds of the facility may be used for refinancing existing indebtedness, permitted investments, ongoing working capital needs and general corporate purposes, and fees and expenses incurred under this facility.
On or before Closing, the CNB Revolving Credit Facility will be repaid in full and terminated.
SIGNIFICANT CHANGE IN BRIDGEPOINT'S FINANCIAL POSITION
There has been no significant change in the financial position or financial performance of the Bridgepoint Group since 31 December 2025, being the date to which the last published financial statements for the Bridgepoint Group have been prepared.
KEY FINANCIAL INFORMATION ON KAYNE ANDERSON REAL ESTATE
For the financial year ended 31 December 2025, Kayne Anderson Real Estate generated $141.0 million net management fees and $63.6 million Gross Profit, which predates KAREP VII's final close in May 2026 and therefore does not fully reflect the current earnings profile of the business, nor any future performance-related earnings. Gross Profit represents management fee revenues less direct operating costs (costs directly borne by Kayne Anderson Real Estate which exclude certain costs allocated to Kayne Anderson Real Estate by its current owner) and has been calculated from unaudited management information prepared in accordance with U.S. GAAP for the financial year ended 31 December 2025 except for the effects of 1) the consolidation of affiliated funds and other investment funds or vehicles that KARE may directly or indirectly manage or sponsor from time to time, 2) straightline lease expense required by the Financial Accounting Standards Board's Accounting Standards Codification ("ASC") ASC 840 and/or ASC 842, such that lease expense will be accounted for on a cash basis, 3) the capitalisation of payroll and payroll related costs (i.e., costs of employee benefits) of employees incurred for software and cloud computing implementation required by ASC 350-40-30-1, 4) amortisation over the term of the associated hosting arrangement required by ASC 350-40-35-13, such that capitalised implementation costs incurred in a cloud computing arrangement that is a service contract will be amortised over estimated useful life per ASC 350-40-35-5, and 5) K-1 partner compensation, other than guaranteed payments and bonus, awarded through a) equity-based awards and b) profit-sharing arrangements. As at 31 December 2025, the gross assets attributable to Kayne Anderson Real Estate were $598.2 million.
FINANCIAL EFFECTS ON THE GROUP'S EARNINGS, ASSETS AND LIABILITIES
Following Closing, Kayne Anderson Real Estate will be consolidated into the Enlarged Group's financial statements. The Transaction is expected to be accretive to Bridgepoint's Fee Related Earnings from 2027, mid-single digit accretive to Earnings Per Share in 2027 and more than 20% accretive to Earnings Per Share in 2028.
The Transaction is also expected to increase the assets and liabilities of the Enlarged Group, reflecting the acquisition of Kayne Anderson Real Estate and the funding of the cash consideration. The final impact on the Enlarged Group's assets and liabilities will be determined following Closing and finalisation of the acquisition accounting.
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1.
Unless otherwise stated, financial information relating to Bridgepoint has been extracted or derived without material adjustment from the audited annual report and accounts for the financial year ended 31 December 2025.
2.
Unless otherwise stated, financial information relating to Kayne Anderson Real Estate has been extracted or derived from audited management information prepared in accordance with U.S. GAAP for the financial year ended 31 December 2025 except for the effects of 1) the consolidation of affiliated funds and other investment funds or vehicles that KARE may directly or indirectly manage or sponsor from time to time, 2) straightline lease expense required by the Financial Accounting Standards Board's Accounting Standards Codification ("ASC") ASC 840 and/or ASC 842, such that lease expense will be accounted for on a cash basis, 3) the capitalisation of payroll and payroll related costs (i.e., costs of employee benefits) of employees incurred for software and cloud computing implementation required by ASC 350-40-30-1, 4) amortisation over the term of the associated hosting arrangement required by ASC 350-40-35-13, such that capitalised implementation costs incurred in a cloud computing arrangement that is a service contract will be amortised over estimated useful life per ASC 350-40-35-5, and 5) K-1 partner compensation, other than guaranteed payments and bonus, awarded through a) equity-based awards and b) profit-sharing arrangements.
3.
Unless otherwise stated, historical pro forma financial information relates to the financial year ended 31 December 2025.
4.
The basis of preparation for all other financial information presented in this announcement relating to Bridgepoint is otherwise consistent with the accounting policies applied by Bridgepoint in its most recent audited financial statements. Certain forward-looking information presented in this announcement relating to Kayne Anderson Real Estate constitutes non statutory financial information and has been provided to assist shareholders in understanding the potential effects of the Transaction.
5.
References to Bridgepoint Shares being newly issued as part of the consideration for the Transaction are references to OP Units and PLC Loan Notes which are in each case exchangeable for new Bridgepoint Shares.
6.
The upfront enterprise value of Kayne Anderson Real Estate (i) assumes OP Units have been exchanged into Bridgepoint Shares; (ii) includes Awards over Bridgepoint Shares granted to Kayne Anderson Real Estate employees at or following Closing; (iii) excludes Bridgepoint Shares to be issued in connection with the Earn-Out; and (iv) is based on the 30-day VWAP for Bridgepoint Shares of £2.55 and USD:GBP FX rate of 0.7580 as of 25 June 2026.
7.
The implied upfront high single-digit enterprise value multiple is based on Kayne Anderson Real Estate's projected EBITDA for the twelve month period ended 31 December 2027, which is expected to be between $130 million and $190 million.
KEY INDIVIDUALS
The Kayne Anderson Real Estate leadership team includes the following key individuals, who will, following Closing, continue to manage the business under the new Kayne Bridgepoint brand:
Al Rabil
Al Rabil is CEO and Co-Founder of Kayne Anderson, overseeing strategic initiatives, operations, and asset management across all of Kayne Anderson's investment platforms.
David Selznick
David Selznick is the CIO for Kayne Anderson's real estate group. Selznick serves as a member of the Kayne Anderson Real Estate Investment Committee and sits on the board of Kayne Anderson.
IMPORTANT NOTICES
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. Bridgepoint shareholders are advised to read carefully the Circular in relation to the Transaction once it has been published.
This announcement contains inside information and is issued on behalf of Bridgepoint by Rachel Thompson, General Counsel.
OVERSEAS JURISDICTIONS
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purposes of complying with the UK Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This announcement may contain certain statements that are, or may be deemed to be, forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Bridgepoint. Forward-looking statements may and often do differ materially from actual results.
These statements, which may be identified by the use of forward-looking terminology, including the terms "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "should", "seek", "continue", "aim", "target", "projected", "plan", "goal", "achieve" and words of similar meaning or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions, reflect Bridgepoint's beliefs and expectations and are based on numerous assumptions regarding Bridgepoint's present and future business strategies and the environment Bridgepoint will operate in and are subject to risk and uncertainty that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of Bridgepoint to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond Bridgepoint's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as Bridgepoint's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which Bridgepoint operates or in economic or technological trends or conditions. Past performance of Bridgepoint cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause Bridgepoint's actual results to differ materially from the forward-looking statements contained in this announcement.
Neither Bridgepoint nor any of its respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations, Bridgepoint is not under any obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
You are advised to read this announcement and, once published, the Circular in their entirety for a further discussion of the factors that could affect Bridgepoint's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
ROUNDING
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
CURRENCY
Unless otherwise indicated, all references in this document, to "sterling", "pounds sterling", "GBP" and "£" are to the lawful currency of the United Kingdom and references to "$" or "US Dollars" are to the lawful currency of the United States of America. Bridgepoint prepares its financial statements in pounds sterling.
ADDITIONAL DEFINITIONS
"Affiliates" means, in relation to any person, another person that directly or indirectly controls, or is controlled by, or is under common control with, such first person;
"Award" means a conditional right to receive Bridgepoint Shares;
"Board" means the board of directors of the Company;
"Bridgepoint" means Bridgepoint Group plc;
"Bridgepoint Group" means Bridgepoint and each of its direct and indirect subsidiaries;
"Bridgepoint Shares" means the ordinary shares of £0.00005 each in the capital of Bridgepoint;
"Business Days" means any day which is not a Saturday, a Sunday or a public holiday in London or New York;
"Buyer" means Katana US Holdings, L.P.;
"Buyer Parties" means the Buyer, the OP and Bridgepoint, collectively;
"Closing" means completion of the acquisition of the Kayne Anderson real estate business in accordance with the Purchase and Sale Agreement;
"Closing Date" means the day on which Closing occurs;
"Closing Securities" means the OP Units and/or PLC Loan Notes issued directly or indirectly to the Sellers at Closing (or, to the extent applicable, any PLC Loan Notes and/or Bridgepoint Shares for which such OP Units and/or PLC Loan Notes have been exchanged pursuant to the Exchange Agreement), excluding, for the avoidance of doubt, any Earn-Out Units, Realised Earn-Out Units or any Earn-Out Loan Notes and/or Bridgepoint Shares for which such Earn-Out Units or Realised Earn-Out Units have been exchanged pursuant to the Exchange Agreement;
"CNB Revolving Credit Facility" has the meaning given to it in the Material Contracts section of this Appendix;
"Company Business" means the asset management business of the Company Entities or any other business operated by the Company Entities (including any KARE Fund and any business operated under the "Kayne Anderson Real Estate" name (or any successor name thereto)) or otherwise to be transferred to the Buyer pursuant to the terms of the Purchase and Sale Agreement, or any Retained Group Entity (solely with respect to any business operated by it under the "Kayne Anderson Real Estate" name (or any successor name thereto)), other than, in each case, Portfolio Investments;
"Company Entities" means each KARE TopCo Entity, each KARE Subsidiary and the General Partner;
"Consideration Shares" means up to 259,556,446 Bridgepoint Shares expected to be issued by Bridgepoint to the Sellers pursuant to the terms of the Exchange Agreement;
"Disclosure Guidance and Transparency Rules" means the Disclosure Guidance and Transparency Rules made by the FCA under Part VI of FSMA as amended from time to time;
"Earn-Out" means the earn-out arrangements described in the Purchase and Sale Agreement section of this Appendix;
"Earn-Out Awards" has the meaning given to it in the KARE Employee Equity Terms section of this Appendix;
"Earn-Out Loan Notes" means the loan notes in the agreed form issuable by Bridgepoint to a Seller pursuant to the Purchase and Sale Agreement and/or the Exchange Agreement;
"Earn-Out Measurement Date" means 31 December 2029;
"Earn-Out Payment Date" means the date falling within five (5) Business Days of the Earn-Out Statement becoming final and binding in accordance with the Purchase and Sale Agreement;
"Earn-Out Statement" means the written statement setting forth the Buyer's calculation of the Earn-Out Payment Amount, prepared and delivered to the Seller Representative in accordance with the Purchase and Sale Agreement;
"Earn-Out Units" means the Earn-Out OP Units and the Earn-Out Loan Notes, collectively;"ECP Circular" means the circular issued by Bridgepoint dated 2 October 2023;
"FCA" means the Financial Conduct Authority;
"General Partner" means KARE GP, LLC;
"Group Dealing Code" means Bridgepoint's Dealing Code and, where applicable, the additional provisions for persons discharging managerial responsibilities and persons closely associated with them;
"GS Seller Lock-Up Agreement" means the lock-up agreement to be entered into between the GS Sellers and the Company;
"GS Sellers" means each of (i) PHP DE 1 LP, a Delaware limited partnership, (ii) Knight Holdings Series LLC, a Delaware limited liability company, Knight US GP Holdings (PH IV) LLC, a Delaware limited liability company, Knight Offshore GP Aggregator (PH IV) LLC, a Delaware limited liability company, Petershill IV Employee Foreign Income Blocker LLC, a Delaware limited liability company, PH IV Emp Offshore IM Holdings LLC, a Delaware limited liability company, Knight US IM Holdings (PH IV) LLC, a Delaware limited liability company, and Knight Offshore IM Aggregator (PH IV) LLC, a Delaware limited liability company;
"Individual Flip Up" has the meaning given to it in the Exchange Agreement section of this Appendix;
"Investment Agreement" has the meaning given to it in the Material Contracts section of this Appendix;
"KACALP" means Kayne Anderson Capital Advisors, L.P., a Delaware limited partnership;
"KACORE" means Kayne Anderson Core Real Estate Intermediate Fund, L.P.;
"KARE Debt IV" means Kayne Anderson Real Estate Debt IV, L.P.;
"KARE Employee Equity Shares" has the meaning given to it in the Purchase price, consideration and other terms section of this Appendix;
"KARE Feeder" means KARE Feeder, L.P.;
"KARE Feeder LLC" means a Delaware limited liability company to be incorporated between the signing of the Purchase and Sale Agreement and Closing;
"KARE Funds" means any investment vehicle or set of related investment vehicles, including any general or limited partnership, corporation account, trust, limited liability company or other entity (including funds-of-one, managed accounts or other similar investment arrangements), in each case, formed to make, hold or facilitate one or more investments (including any parallel vehicle, account or arrangement, or where the context so requires, any alternative investment vehicle, co-investment vehicle or special purpose vehicle structured to qualify as a real estate investment trust), directly or indirectly, advised, managed, formed, launched or sponsored in connection with the Company Business, including by any Company Entity that serves (whether directly or indirectly) as general partner, managing member, investment manager, asset manager, investment adviser or in any other controlling capacity; provided that KARE Funds shall not include any Portfolio Investment or holding company therefor;
"KARE Group" means KARE Manager Holdings, KARE GP Holdings and their respective subsidiaries and/or subsidiary undertakings;
"KARE Holdco" means KARE Holdco, L.P., a Delaware limited partnership;
"KARE Lock-Up Agreement" means the lock-up agreement to be entered into between, inter alios, KARE Feeder, KACALP, Al Rabil, David Selznick, the Company and KARE Feeder LLC;
"KARE OD II" means Kayne Anderson Real Estate Opportunistic Debt II, L.P.;
"KARE Partners VI" means Kayne Anderson Real Estate Partners VI, L.P. and Kayne Anderson Real Estate Partners VI Offshore, L.P.;
"KARE Partners VII" means Kayne Anderson Real Estate Partners VII, L.P., Kayne Anderson Real Estate Partners VII Offshore, L.P. and KAREP VII MOB Co-Investment Fund, L.P.;
"KARE Sellers" means KARE Feeder, KACALP and KARE Holdco;
"KARE Selling Principals" means each of Al Rabil and David Selznick;
"KARE Senior Principals" means, as of the Closing, each of Al Rabil, and David Selznick;
"KARE Subsidiary" means each subsidiary of each KARE TopCo Entity (including each KARE Fund general partner, special limited partner, managing member or similar person), but excluding the KARE Funds and Portfolio Investments;
"KCRED" means Kayne Commercial Real Estate Debt, L.P.;
"Last Practicable Date" means 26 June 2026;
"Launched" means, in respect of a KARE Fund, the date on which such KARE Fund's private placement memorandum is made generally available to all potential investors and such KARE Fund is capable of holding an initial close;
"Lock-Up Agreement" means the KARE Lock-Up Agreement and the GS Sellers Lock-Up Agreement;
"London Stock Exchange" means London Stock Exchange plc;
"Official List" means the Official List of the FCA;
"OP" means Bridgepoint OP LP;
"OP Units" means limited partnership interests in the OP, each comprising one Series A Interest, one Series B Interest and one Series C Interest;
"Performance Income" means carried interest, incentive fees, performance fees, performance allocations and other performance-based compensation received in respect of the KARE Funds;
"PLC Loan Notes" means loan notes in the agreed form issuable by Bridgepoint to the Sellers pursuant to the Purchase and Sale Agreement and/or the Exchange Agreement;
"Portfolio Investments" means investments held by the KARE Funds;
"Prospectus" means the prospectus related to the offer of new ordinary shares in Bridgepoint and admission to the Official List and to trading on the main market for listed securities of the London Stock Exchange, published on 21 July 2021;
"Purchase and Sale Agreement" means the Purchase and Sale Agreement dated 29 June, 2026, between, inter alios, the General Partner, the Seller Parties, the Buyer, the OP and Bridgepoint;
"Realised Earn-Out Units" means any Earn-Out Units which are realised in accordance with the Purchase and Sale Agreement;
"Relevant Shares" means the Consideration Shares and the KARE Employee Equity Shares;
"Resolution 1" means the ordinary resolution to be proposed and considered at a General Meeting of Bridgepoint to authorise the directors to allot the Relevant Shares;
"Resolution 2" means the special resolution to be proposed and considered at a General Meeting of Bridgepoint to empower the directors to disapply pre-emption rights of the Companies Act for the purpose of allotting the Relevant Shares (and, together with Resolution 1, the "Resolutions");
"Retained Group Entity" means KACALP and its Affiliates, other than the Company Entities;
"Seller Parties" means the KARE Selling Principals and the Sellers;
"Seller Representative" means Al Rabil, in his capacity as the representative of the Seller Parties;
"Sellers" means the KARE Sellers together with the GS Sellers;
"Series A Interest" means a limited partnership interest in the OP that is designated as a "Series A Interest" under the OP LPA;
"Series B Interest" means a limited partnership interest in the OP that is designated as a "Series B Interest" under the OP LPA;
"Series C Interest" means a limited partnership interest in the OP that is designated as a "Series C Interest" under the OP LPA;
"Series D Interests" means limited partnership interests in the OP designated as "Series D Interests" under the OP LPA;
"Series E Interests" means limited partnership interests in the OP designated as "Series E Interests" under the OP LPA;
"Transaction" means the acquisition of the Kayne Anderson real estate business by the Buyer Parties pursuant to the Purchase and Sale Agreement;
"UK Listing Rules" means the rules relating to admission to the Official List produced by the FCA and forming part of the handbook of the FCA as, from time to time, amended;
"UK Newco" means Bridgepoint UK Holdco Limited;
"US Newco" means Bridgepoint US Holdco Limited; and
"US Newco 2" means Bridgepoint US Holdco 2 Limited.
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