• Consistent with Manulife’s strategy to increase earnings from its highest potential businesses
• Comvest is a rapidly growing, middle market private credit manager
• Alignment creates a comprehensive US$18.4 billion¹ private credit asset management platform
• Comvest leadership will lead the aligned private credit platform and there will be no changes to investment process or strategy
• Financially attractive transaction for Manulife shareholders, expected to be immediately accretive to core EPS, core ROE, and core EBITDA margin

Manulife Financial Corporation, through its more than US$900 billion Global Wealth and Asset Management segment, announced it has signed an agreement to acquire 75%² of Comvest Credit Partners³ (“Comvest”) for US$937.5 million in upfront consideration. Comvest is a rapidly growing, middle market direct lending private credit manager with US$14.7 billion⁴ on its platform. As part of the agreement, Manulife will align its US$3.7 billion Senior Credit team with Comvest, creating a leading US$18.4 billion¹ private credit asset management platform. Manulife intends to co-brand the new platform as Manulife | Comvest.

Transaction Details

Comvest Credit Partners has built a differentiated approach to private credit, offering investors a diversified strategy encompassing non-sponsor lending, specialty finance sector exposure and traditional sponsor lending in the core mid-market. The firm has a demonstrated track record of fundraising and a history of delivering strong risk-adjusted returns through market cycles.

Manulife’s existing Senior Credit business and Comvest are highly complementary given the different areas of the market they focus upon. Comvest is focused on non-sponsor backed middle market direct lending and other specialty lending, while Manulife has built a strong reputation over the last decade serving the private equity sponsor-backed market, and these deep sponsor relationships will benefit the aligned platform going forward.

In addition to the upfront consideration, Comvest will be eligible for additional consideration of up to US$337.5 million, contingent on achieving certain performance targets. The agreement provides Manulife the ability to purchase the remaining 25% through a put/call mechanism. The transaction is immediately accretive to core EPS, core ROE and GWAM’s core EBITDA margin and will be funded entirely with cash on hand, resulting in less than a 3-point reduction to Manulife’s LICAT ratio.

Michael Falk, Founder of Comvest, will assume a role as Senior Advisor and Board Member where he will continue to offer strategic advice and guidance. Robert O’Sullivan, Co-Founder and CEO of Comvest, will be appointed Head of the newly aligned business. He will report directly to Anne Valentine Andrews, Global Head of Private Markets, and will join the Private Markets Executive Committee.

In addition to significantly enhancing and scaling Manulife’s Private Markets business, the new Manulife | Comvest private credit platform will also complement our existing public market alternative credit platform, Manulife | CQS Investment Management, positioning the company to offer the full spectrum of credit solutions to clients.

The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions and approvals.

Morgan Stanley & Co. LLC is acting as exclusive financial advisor to Manulife on the transaction and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor.

Source: Manulife