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Dec 15, 2020

P10 Holdings Completes Previously Announced Transaction to Acquire Enhanced Capital Group

DALLAS, TX – December 15, 2020 – An affiliate of P10 Holdings, Inc. (OTC: PIOE, “P10”) has closed on its previously announced agreement to acquire Enhanced Capital Group, LLC (“Enhanced Capital”), a premier impact investment platform with a two-decade history of generating outstanding socially responsible returns for its stakeholders.

“With leading platforms in private equity, venture capital, private credit, and impact investing, P10is uniquely positioned to offer investment solutions to investors across the globe,” said Co-CEOs Robert Alpert and C. Clark Webb. “Enhanced Capital’s experience and expertise in providing compelling returns from both equity and credit socially responsible investments positions P10 to respond to the increased demand for ESG investment opportunities. Further, we believe the addition of Enhanced Capital allows P10 to offer impact investment solutions to our private equity and venture capital GPs to help them lower the carbon footprint of their portfolio companies. We are excited to integrate Enhanced Capital solutions into the P10 suite of investment offerings.”

Terms of the Transaction

As consideration in the deal, Enhanced Capital received convertible preferred equity (“convertible preferred”) in a limited liability company (“Holdco”) and cash. All the common units of Holdco are owned by P10. In addition to its ownership of Enhanced Capital, Holdco directly or indirectly owns RCP Advisors 2, LLC and RCP Advisors 3, LLC (collectively, “RCP Advisors”), Five Points Capital, Inc. (“Five Points”) and Truebridge Capital, LLC (“Truebridge”).

The convertible preferred is expected to yield 1% per year in cash and be convertible at the holders’ option into common equity at Holdco. The convertible preferred contains certain put rights and governance rights at Holdco. The convertible preferred converts into Holdco common equity, and not P10 common stock.

Pro-Forma Financial Impact of the Transaction

P10 expects Enhanced Capital to contribute more than $20 million in Adjusted EBITDA in 2021.

Alongside third-party debt of approximately $260 million, a total of approximately $197 million of convertible preferred is outstanding, convertible into approximately 41% of Holdco (assuming full conversion), with P10 retaining the remaining 59% of Holdco.

Unlike many alternative asset managers, the vast majority of P10 revenues, EBITDA, and Adjusted Net Income (“ANI”) is derived from predictable management and advisory fees on funds and separate accounts with an average duration approaching 10 years at launch. With our capital light business model, peer-leading margins, unique tax assets and predictable earnings stream, we believe we are well positioned to deliver long term value to P10 shareholders as we continue to compound earnings.

Ownership Limitations

P10’s Certificate of Incorporation, as amended, contains certain provisions for the protection of tax benefits relating to P10’s net operating losses. Such provisions generally void transfers of shares that would result in the creation of a new 4.99% shareholder or result in an existing 4.99%shareholder acquiring additional shares of P10.

Important Cautions Regarding Forward-Looking Statements

This press release includes forward-looking statements that relate to the business and expected future events or future performance of P10 and involve known and unknown risks, uncertainties and other factors that may cause its actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about P10’s ability to implement their business strategy, and their ability to consummate the contemplated transaction. The future performance of P10 may be adversely affected by various risks and uncertainties, including, without limitation, future capital requirements, regulatory actions or delays and other factors that may cause actual results to be materially different from those described or anticipated by these forward-looking statements. For a more detailed discussion of these factors and risks, investors should review P10’s annual and quarterly reports. Forward-looking statements in this press release are based on management’s beliefs and opinions at the time the statements are made. All forward-looking statements are qualified in their entirety by this cautionary statement, and P10 undertakes no duty to update this information to reflect future events, information or circumstances.

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