Manulife to Acquire Comvest Credit Partners, Creating a Leading Private Credit Platform

Executive Summary

• Manulife Financial Corporation has signed an agreement to acquire a 75% stake in Comvest Credit Partners for US$937.5 million in upfront consideration, creating a leading US$18.4 billion private credit asset management platform.
• The transaction involves aligning Manulife’s existing US$3.7 billion Senior Credit team with Comvest, which manages US$14.7 billion in assets. The new entity will be co-branded as Manulife | Comvest.
• The deal is expected to be immediately accretive to core EPS, core ROE, and core EBITDA margin, with closing anticipated in the fourth quarter of 2025.

Key Details

• Transaction Structure: Manulife acquires 75% of Comvest Credit Partners; Comvest employees retain a 25% interest.
• Upfront Consideration: US$937.5 million.
• Contingent Consideration: Comvest is eligible for additional consideration of up to US$337.5 million, contingent on achieving certain performance targets.
• Future Ownership: Manulife has the ability to purchase the remaining 25% through a put/call mechanism.
• Asset Platform Size: The aligned platform totals US$18.4 billion, comprising Manulife’s US$3.7 billion Senior Credit AUM, Comvest’s US$11 billion fee-paying AUM, and Comvest’s US$3.7 billion committed capital.
• Comvest Profile: A rapidly growing, middle-market direct lending private credit manager focused on non-sponsor lending, specialty finance, and traditional sponsor lending in the core mid-market.
• Financial Impact: Funded entirely with cash on hand; results in less than a 3-point reduction to Manulife’s LICAT ratio. Expected to be immediately accretive to core EPS, core ROE, and core EBITDA margin.
• Leadership Changes:
  • Robert O'Sullivan (Co-Founder and CEO of Comvest) appointed Head of the newly aligned business, reporting to Anne Valentine Andrews (Global Head of Private Markets).
  • Michael Falk (Founder of Comvest) assumes a role as Senior Advisor and Board Member.
  • No changes to the investment process or strategy.
• Strategic Rationale: Enhances Manulife’s private markets platform with differentiated capabilities in private credit, complementing the existing public market alternative credit platform (Manulife | CQS Investment Management).
• Advisors: Morgan Stanley & Co. LLC acting as exclusive financial advisor; Skadden, Arps, Slate, Meagher & Flom LLP serving as legal advisor.
• Closing Conditions: Expected to close in Q4 2025, subject to customary closing conditions and approvals.

Notable Quotes

• "With a continued focus on disciplined, strategic capital deployment, our acquisition of Comvest Credit Partners further enhances our private markets platform by adding differentiated capabilities in private credit. The transaction is expected to be immediately accretive to core EPS, core ROE and EBITDA margin, it will contribute to the strong growth trajectory of our broader Global Wealth and Asset Management business." — Phil Witherington, Manulife President & Chief Executive Officer
• "This partnership is an important step forward for Comvest and will meaningfully strengthen our market position. From the outset, the synergies between Comvest and Manulife have been clear, we share a disciplined approach to credit, a client-first mindset, and a strong focus on team culture." — Robert O'Sullivan, Comvest Credit Partners Chief Executive Officer