StepStone agrees to buy out Asset Class Entities via stock and cash exchanges over years
StepStone Group entered agreements on February 7, 2024 to acquire, over a defined period, all outstanding equity of three partly owned subsidiaries: SRE, SIRA and SPD. The exchanges would be paid in Class D partnership units or Class A shares plus cash, in up to ten annual exchanges (up to fifteen for SIRA), with no more than 75 million shares issuable as stock consideration. Completion requires stockholder approval and regulatory clearance, and the first exchange uses an April 1, 2024 reference date.
- Agreements dated February 7, 2024 cover SRE, SIRA and SPD, with consideration of Class D units (SRE, SIRA) or Class A common stock (SPD) plus cash
- Up to ten annual exchanges, or up to fifteen for SIRA sellers; first exchange uses an April 1, 2024 reference date
- No more than 75 million Class A shares may be issued as stock consideration, subject to a company option to increase the limit
- Closing requires stockholder approval under Nasdaq rules and Hart-Scott-Rodino antitrust clearance