CVC, one of the world’s leading private markets investment firms, and Marathon, a leading global credit manager, announced that CVC has agreed to acquire 100% of Marathon in a cash and equity transaction with a base consideration valued at up to $1.2 billion.

The transaction significantly expands CVC’s access to the large and fast-growing US market through Marathon’s market-leading positions in Asset-Based, Real Estate, Opportunistic and Public Credit. These capabilities are highly complementary to CVC’s established market leadership in Liquid Credit, where it is the #1 European CLO manager, and in European Direct Lending, where it is a top-three manager.

Following completion, the combination of CVC Credit and Marathon will increase CVC Credit’s Fee-Paying Assets under Management (“FPAUM”) to approximately €61 billion¹, creating a world-class, multi-asset global credit manager with scaled investment capabilities across both Private and Public Credit. The addition of Marathon materially broadens CVC’s credit offering and significantly enhances its ability to scale and serve clients across Institutional, Private Wealth, and Insurance channels globally. The transaction adds to CVC’s existing plans to deliver double digit growth in FPAUM to €200bn by 2028, as we drive growth across each of our platforms.

Commenting on the transaction, CVC CEO, Rob Lucas said: “This is a highly strategic transaction that accelerates our growth and reinforces the strength of our platform. Expanding credit capability in the US to complement our market-leading European platform has been a clear priority for CVC, and we are delighted to partner with Bruce, Lou, and the team. Marathon’s outstanding track record across multiple cycles, combined with its performance and investment-led culture, aligns perfectly with CVC’s approach. Together, the Marathon transaction combined with our recently announced strategic partnership with AIG, means we are even better positioned to deliver for our clients across the Institutional, Private Wealth, and rapidly growing Insurance channels.”

Bruce Richards, Co-Founder of Marathon, said: “For 28 years, Marathon’s unwavering mission is to deliver exceptional investment performance for clients through our robust origination platform, rigorous investment approach, deep specialization, and disciplined risk-management. CVC’s focus on delivering exceptional investment returns, integrity, collaboration, and client partnership closely aligns with Marathon’s culture. CVC’s global reach and its investment insights across multiple asset classes and geographies will deliver a powerful partnership, and we greatly look forward to growing our world class credit platform together with CVC.”

The $1.2 billion closing consideration comprises $400 million in cash and up to $800 million in CVC equity². The transaction also includes earn-out consideration linked to Marathon’s future financial performance over the period from FY2027 to FY2029, of up to $200 million in cash and $200 million in CVC equity².

The acquisition is expected to be EPS neutral in 2027 and EPS accretive from 2028 onwards, before any revenue or cost synergies.

Bruce Richards and Lou Hanover will continue to co-head the Marathon credit strategies, and Marathon will be re-branded CVC-Marathon.

Bruce Richards will join the Partner Board of CVC, and alongside Andrew Davies, will be responsible for managing the combined CVC Credit business.

The transaction is subject to regulatory and other consents and is expected to close in Q3 2026.  Advisers to CVC included JP Morgan, Freshfields, Fried Frank and Ernst & Young. Advisers to Marathon included Sidley Austin.

Transaction details

CVC will acquire 100% of Marathon in a cash and equity transaction with a base consideration valued at up to $1.2 billion, comprising consideration at closing of $400 million in cash and up to 45 million units of equity to be issued by a wholly-owned subsidiary of CVC (“SubCo Units”), exchangeable on a one-for-one basis into CVC ordinary shares, subject to customary completion accounts adjustments and, in respect of 11 million SubCo Units, FY 2027 Marathon financial performance adjustments.

The transaction also includes earn-out consideration linked to Marathon’s future financial performance over the period from FY 2027 to FY 2029, of up to $200 million of cash and 11 million SubCo Units. The earn-out consideration is only payable to Marathon’s partners and employees, increasing long-term alignment and continuity across a broader group. Marathon’s minority partner will receive $280 million of the cash consideration portion of the transaction for 100% of their interest in Marathon.

CVC ordinary shares issued in exchange for any SubCo Units will be held subject to substantially the same lock-up restrictions entered into by CVC’s current and former employees (and permitted transferees) as part of CVC’s IPO in April 2024. The cash portion of the transaction will be funded from CVC’s current cash on balance sheet and undrawn credit facilities.

Source: CVC