The initial purchase price was $250 million, composed of $125 million in cash and $125 million in units of P10 Intermediate Holdings, LLC (later renamed Ridgepost Capital, LLC), exchangeable into P10/Ridgepost Class A common stock on a one-for-one basis following lock-up restrictions that release over three years. The investor presentation disclosed this upfront consideration represented approximately 12 times Stellus's estimated 2025 fee-related earnings (FRE). P10 is acquiring 100% of Stellus's equity interests and 100% of its fee-related earnings (after minority interest payments related to Stellus Private BDC Advisor, LLC), excluding existing private fund carried interest and performance fees. P10 said it expected to finance the cash portion with cash on hand and its existing revolving credit facility.
The agreement also provided for up to $60 million in additional earnout consideration based on Stellus's fee-related revenue performance in fiscal years 2027 and 2029, payable in units or Class A common stock, with up to 50 percent payable in cash at the sellers' option. P10 stated the transaction was expected to be modestly accretive to adjusted net income (ANI) per share and to fee-related earnings (FRE) margin in the first full year post-close, assuming no synergies in either case; no dollar or percentage synergy target was disclosed.
At closing, the final consideration paid consisted of $125 million in cash (subject to customary working-capital adjustments), 11,191,149 Class A membership units of Ridgepost Capital, LLC, and 579,096 shares of Ridgepost Class A common stock, according to P10's (by then renamed Ridgepost Capital, Inc.) Form 8-K reporting completion of the acquisition. A subsequent Form 8-K/A, filed to add Stellus's audited and unaudited financial statements and pro forma financial information, disclosed a total purchase consideration fair value of $230.9 million ($129.8 million cash, $94.5 million fair value of equity consideration, and $6.6 million fair value of contingent/earnout consideration), net identifiable assets acquired of $183.6 million, and preliminary goodwill of $55.3 million. The pro forma financial statements explicitly state they do not reflect any integration costs or benefits from future cost savings, revenue synergies, procurement savings, or operational efficiencies.
Goldman, Sachs & Co. acted as exclusive financial advisor to Stellus. Eversheds Sutherland (US) LLP and Winston & Strawn LLP served as legal advisors to Stellus, while Kirkland & Ellis LLP and Troutman Pepper Locke LLP served as legal advisors to P10.
Because the acquisition of Stellus Capital Management constituted a change in control of the investment adviser to the publicly traded Stellus Private Credit BDC, the BDC was required under the Investment Company Act of 1940 to obtain shareholder approval of a new investment advisory agreement with identical terms (other than date and term) to the prior agreement. The BDC's special meeting of shareholders was held June 16, 2026, and shareholders approved the new advisory agreement by a vote of 10,314,546 for, 0 against, and 0 abstentions out of 12,973,271 shares eligible to vote. The purchase agreement set an "Outside Date" of September 30, 2026, after which either party could terminate if closing had not occurred; no termination fee was disclosed in the portions of the agreement reviewed.
The acquisition closed on June 22, 2026, as confirmed in a Form 8-K filed by Ridgepost Capital, Inc. (formerly P10, Inc.) reporting completion of the acquisition under Item 2.01. The new investment advisory agreement for the Stellus Private Credit BDC became effective that same day. The deal is no longer pending; it has closed.