REG - Petershill Prtnrs - Sale of stake in Harvest Partners

Petershill PartnersAnnouncement

18/07/2025 17:00

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RNS Number : 7318R  Petershill Partners PLC  18 July 2025

 

This announcement contains inside information

Petershill Partners plc ("Petershill Partners") sells stake in Harvest
Partners ("Harvest") at a premium to carrying value

 

Highlights

·     Petershill Partners has completed the sale of its stake in Harvest
to a third-party external investor. The total nominal consideration of $561
million represents a 22% premium to the $459 million carrying value of the
interests being sold as at 31 December 2024. The total nominal consideration
of $561 million consists of $140 million paid in cash at close of the
transaction and an additional $421 million in cash to be paid on the first
anniversary of closing.

 

·     Founded in 1981, Harvest is an established private equity firm with
over 40 years of experience investing in middle-market companies and
partnering with high-quality management teams to acquire and build growing
businesses.

 

·     The total nominal consideration equates to 16% of Petershill
Partners' market capitalisation, based on the closing share price of 239 pence
per share on 17 July 2025. The estimated impact of the sale is a reduction to
2025 and 2026 distributable earnings of approximately 4% and 5%, based on
current consensus distributable earnings of $308 million and $369 million
respectively.

 

·     The transaction further demonstrates Petershill Partners' value
creation model and the efficacy of the net asset value, in our view. Since the
start of 2024 and including this disposal, the aggregate nominal consideration
due from sales of stakes in Partner-firms has amounted to $1,862 million
compared to the carrying value of assets disposed of $1,389 million, a premium
of approximately 34%.

 

·     The Board of Petershill Partners continues to be focused on the
responsible stewardship of the company's capital and will assess the
appropriate use of the sale proceeds in due course taking into consideration
opportunities including reinvestment into new acquisitions, existing
Partner-firms and potential further distributions to shareholders.

 

Ali Raissi-Dehkordy and Robert Hamilton Kelly, Co-Heads of the Petershill
Business within Goldman Sachs Asset & Wealth Management commented:

 

"This transaction further demonstrates our ability to realise assets at
attractive valuations relative to their carrying values, and a significant
premium to the value implied by the current share price of Petershill
Partners. Harvest is an exceptional firm, and Petershill and Harvest have
benefitted from seven years of collaboration and growth. We wish Harvest every
success as they continue to execute on their business plan."

 

Detailed Notes:

·     The indicative IFRS gross gain is $76 million, before deducting
transaction expenses, an increase in the divestment fee accrual, and estimated
tax and related charges.

 

·     Estimated transaction expenses of $26 million comprise broker
expenses of $14 million and the remainder relating to restructuring and legal
expenses.

 

·     The indicative total divestment profit on the disposal relative to
the contribution value at the IPO of Petershill Partners is $91 million. As at
31 December 2024, accrued divestment fees of $2 million were held against the
valuation of Petershill Partners' interests in Harvest, and the divestment fee
accrual in respect of the Harvest interests is estimated to increase by $16
million as a result of the disposal. Divestment fees are payable when sales
consideration is received.

 

·     An estimated $14 million for tax and related charges on the sale
will be added to the existing accrual held of $1 million. The liability for
Tax Receivables Agreement is expected to decrease by $19 million.

 

·     The illustrative estimated reduction in 2025 and 2026 current
consensus distributable earnings assumes that proceeds from the sale are
retained in interest-bearing assets and not reinvested in Partner-firms.

 

·     As part of the divestment, an immaterial amount of legacy carry and
balance sheet interests in three funds will be retained and are expected to
run off over time.

 

ABOUT PETERSHILL PARTNERS

Petershill Partners and its subsidiaries is a diversified, publicly listed,
global alternatives investment group focused on private equity and other
private capital strategies. Through its economic interests in a portfolio of
alternative asset management firms ("Partner-firms"), Petershill Partners
seeks to provide investors with exposure to the growth and profitability of
the alternative asset management industry. Petershill Partners is operated by
Goldman Sachs Asset Management and is governed by a diverse and fully
independent Board of Directors (the "Board").

 

Through our Partner-firms, we have exposure to $339 billion of total assets
under management ("AuM") as at 31 March 2025, ($320 billion on a pro-forma
basis excluding Harvest), comprising a diverse set of more than 200 long-term
private equity and other private capital funds where capital is typically
locked in over a multi-year horizon. We expect these underlying funds to
generate recurring management fees and the opportunity for meaningful profit
participation over the typical 9+ year lifecycles of such funds. Petershill
Partners believes its approach is aligned with the founders and managers of
its Partner-firms and, as a result, allows Petershill Partners to participate
in these potential income streams in a way that we anticipate will provide
high-margin, diversified and stable cash flows for its shareholders.

 

For more information, visit https://www.petershillpartners.com
(https://www.petershillpartners.com) . Information on the website is not
incorporated by reference into this press release and is provided merely for
convenience.

 

ISIN: GB00BL9ZF303

 

ABOUT HARVEST PARTNERS

Founded in 1981, Harvest Partners is an established private equity firm with
over 40 years of experience investing in middle-market companies and
partnering with high-quality management teams to build growing businesses.

 

For more information, visit https://harvestpartners.com/
(https://harvestpartners.com/)

 

Evercore served as financial advisor to Petershill Partners and Harvest
Partners.

 

 

 

Contact Information

Please direct any questions to Petershill Partners Investor Relations, via
e-mail, at PHP-Investor-Enquiries@gs.com
(mailto:PHP-Investor-Enquiries@gs.com)

Analyst / Investor
enquiries:

 Gurjit Kambo    +44 (0) 207 051 2564

Media enquiries:

 Brunswick Group    phll@brunswickgroup.com (mailto:phll@brunswickgroup.com)
 Simone Selzer                          +44 (0)207 404 5959

 

These written materials are not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration under the US Securities Act of 1933, as amended, or an exemption
therefrom. The issuer has not and does not intend to register any securities
under the US Securities Act of 1933, as amended, and does not intend to offer
any securities to the public in the United States. Any securities of
Petershill Partners plc referred to herein have not been and will not be
registered under the US Investment Company Act of 1940, as amended, and may
not be offered or sold in the United States or to "U.S. persons" (as defined
in Regulation S under the US Securities Act of 1933, as amended) other than to
"qualified purchasers" as defined in the US Investment Company Act of 1940, as
amended. No money, securities or other consideration from any person inside
the United States is being solicited and, if sent in response to the
information contained in these written materials, will not be accepted.

This announcement contains inside information for the purposes of Article 7 of
assimilated Regulation (EU) No. 596/2014 as it forms part of the law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as
amended.  Upon publication of this announcement, this inside information will
be considered to be in the public domain.

The person responsible for making this announcement on behalf of Petershill
Partners is Naguib Kheraj, Chairman.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements that involve
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use of forward-looking terminology such as "may," "will," "should," "expect,"
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because they discuss our plans, strategies, prospects and expectations
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future events that, by their nature, are uncertain and outside of the
Company's control. There are likely to be events in the future, however, that
we are not able to predict accurately or control. Any forward-looking
statement made by us in this press release is based upon information known to
the Company on the date of this press release and speaks only as of such date.
Accordingly, no assurance can be given that any particular expectation will be
met and readers are cautioned not to place undue reliance on forward looking
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activities should not be taken as a representation that such trends or
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legal or regulatory obligations (including under the UK Listing Rules and the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority), the Company undertakes no obligation to publicly update or revise
any forward-looking statement, whether as a result of new information, future
events or otherwise.

 

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