v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Acquisitions

Note 3. Acquisitions

Qualitas Acquisition

On April 4, 2025, the Company completed the Qualitas purchase for total consideration of $73.8 million. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805. Qualitas is a Madrid-based private equity investing platform that provides fund-of-funds, direct co-investing and NAV financing opportunities in the European lower-middle market to limited partners across the ultra-high-net-worth, family office, and institutional channels. The fair value consisted of $24.4 million in net assets and $49.4 million in goodwill.

The following is a summary of consideration paid:

 

 

Fair Value

 

Cash

 

$

42,705

 

Fair value of equity consideration

 

 

19,283

 

Fair value of contingent consideration

 

 

11,846

 

Total purchase consideration

 

$

73,834

 

The fair value of the contingent consideration was calculated using a Monte Carlo simulation based on future net revenue projections of Qualitas, acquisition-specific terms and conditions, and a risk-adjusted discount rate. The determined risk-adjusted discount rate for the contingent consideration of 12.8% is a significant unobservable input.

The following table presents the fair value of the net assets acquired as of the acquisition date:

 

 

Fair Value

 

ASSETS

 

 

 

Cash and cash equivalents

 

$

2,468

 

Accounts receivable

 

 

1,409

 

Due from related parties

 

 

51

 

Prepaid expenses and other assets

 

 

351

 

Property and equipment, net

 

 

170

 

Right-of-use assets

 

 

775

 

Intangible assets, net

 

 

31,306

 

Total assets acquired

 

$

36,530

 

LIABILITIES

 

 

 

Accounts payable and accrued expenses

 

$

2,105

 

Accrued compensation and benefits

 

 

176

 

Deferred revenues

 

 

1,246

 

Lease liabilities

 

 

775

 

Deferred tax liabilities

 

 

7,826

 

Total liabilities assumed

 

$

12,128

 

 

 

 

 

Net identifiable assets acquired

 

$

24,402

 

Goodwill

 

 

49,432

 

Net assets acquired

 

$

73,834

 

The fair value of the identifiable intangible assets was calculated using a discounted cash flow model based on risk-adjusted discount rates, and projections of future fund revenues. The determined risk-adjusted discount rates for the identifiable intangible assets ranged from 15.5% to 17.0%. The determined risk-adjusted discount rates were a significant unobservable input. The following table presents the fair value of the identifiable intangible assets acquired:

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

 

Amortization

 

 

 

Fair Value

 

 

Period

 

Value of management and advisory contracts

 

$

20,102

 

 

10

 

Value of direct investors and intermediary relationships

 

 

9,776

 

 

13

 

Value of trade name

 

 

879

 

 

 

20

 

Value of technology

 

 

549

 

 

4

 

Total identifiable intangible assets

 

$

31,306

 

 

 

 

Goodwill

The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company's build-out of its investment product offering.

Stellus Acquisition

On June 22, 2026, the Company completed the Stellus purchase for total consideration of $230.9 million. The acquisition was accounted for as a business combination under the acquisition method of accounting pursuant to ASC 805. Stellus is a Houston, Texas-based private credit investment firm focused on providing first-lien, senior secured loans to lower middle-market, private equity-sponsored companies across the U.S. The provisional fair value consisted of $183.6 million in net assets and $55.1 million in goodwill.

The following is a summary of consideration paid:

 

 

Fair Value

 

Cash

 

$

129,809

 

Fair value of equity consideration

 

 

94,515

 

Fair value of contingent consideration

 

 

6,600

 

Total purchase consideration

 

$

230,924

 

The provisional fair value of the contingent consideration was calculated using a Black-Scholes-Merton model based on future revenue projections of Stellus, acquisition-specific terms and conditions, and a risk-adjusted discount rate. The determined risk-adjusted discount rates for the 2027 and 2029 contingent considerations of 11.8% to 12.0%, respectively, are significant unobservable inputs.

The acquisition date fair value of certain assets and liabilities, including intangible assets acquired and related weighted average expected lives are provisional and subject to revision within one year of the acquisition date. As such, our estimates of fair value are pending finalization, which may result in adjustments to goodwill.

The following table presents the provisional fair value of the net assets acquired as of the acquisition date:

 

 

Fair Value

 

ASSETS

 

 

 

Cash and cash equivalents

 

$

2,634

 

Accounts receivable

 

 

6,340

 

Due from related parties

 

 

208

 

Prepaid expenses and other assets

 

 

529

 

Property and equipment, net

 

 

73

 

Right-of-use assets

 

 

259

 

Intangible assets, net

 

 

178,400

 

Total assets acquired

 

$

188,443

 

LIABILITIES

 

 

 

Accounts payable and accrued expenses

 

$

1,611

 

Accrued compensation and benefits

 

 

2,841

 

Deferred revenues

 

 

159

 

Lease liabilities

 

 

259

 

Total liabilities assumed

 

 

4,870

 

 

 

 

 

Net identifiable assets acquired

 

$

183,573

 

Goodwill

 

 

55,070

 

Less: fair value of noncontrolling interests

 

 

(7,719

)

Net assets acquired

 

$

230,924

 

The provisional fair value of the identifiable intangible assets was calculated using a discounted cash flow model based on risk-adjusted discount rates. The determined risk-adjusted discount rates for the identifiable intangible assets ranged from

15.5% to 17.0%. The determined risk-adjusted discount rates are significant unobservable inputs. The following table presents the provisional fair value of the identifiable intangible assets acquired:

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average

 

 

 

 

 

 

Amortization

 

 

 

Fair Value

 

 

Period

 

Value of management and advisory contracts

 

$

172,800

 

 

 

23

 

Value of direct investors and intermediary relationships

 

 

4,000

 

 

8

 

Value of trade name

 

 

1,600

 

 

10

 

Total identifiable intangible assets

 

$

178,400

 

 

 

 

Goodwill

The goodwill recorded as part of the acquisition includes the expected benefits that management believes will result from the acquisition, including the Company's build-out of its investment product offering.

Pro Forma Financial Information

The following unaudited pro forma condensed consolidated results of operations of the Company assumes the acquisition of Stellus was completed on January 1, 2025, including the results from operations for the acquired business as well as the impact of assumed financing of the transaction and the impact of the purchase price allocation (including the amortization of acquired intangible assets and interest expense based on debt issued). Additionally, this does not reflect any pro forma adjustments related to the acquisition which occurred in 2025.

 

 

For the Three Months
Ended June 30,

 

 

For the Six Months
Ended June 30,

 

 

 

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

89,115

 

 

$

81,714

 

 

$

172,706

 

 

$

158,261

 

Net income attributable to Ridgepost Capital

 

 

7,439

 

 

 

4,437

 

 

 

14,774

 

 

 

9,416