Navigator Global Secures US$195M Acquisition Deal to Expand to 29 Partners
Navigator Global secures US$195 million acquisition and strategic partnership with Stable Asset Management
Navigator Global Investments has entered into an agreement to acquire a diversified portfolio of Net Revenue Share interests in 17 alternative asset managers for total consideration of US$195 million. The transaction comprises both the acquisition of what will be named the NGI Stable Growth Portfolio and a long-term strategic partnership with Stable Asset Management LP, with completion expected in early FY27 subject to Foreign Investment Review Board approval and customary conditions.
The acquisition materially expands NGI’s ecosystem from its current roster to 29 Partner Firms following completion. NGI is funding the transaction through A$145 million (US$103 million) via a fully underwritten pro rata accelerated non-renounceable entitlement offer and A$136 million (US$96 million) of scrip consideration issued to Stable shareholders at A$2.31 per share, based on NGI’s 20-day volume-weighted average price.
The Target Portfolio is being acquired at a Price / CY25 Distributions multiple of 7.6x on a pre-tax basis, net of the management fee payable to Stable. The company expects the transaction to deliver low double-digit earnings per share accretion in the first full year of ownership.
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What are Net Revenue Share interests and why do they matter?
Net Revenue Share interests represent economic stakes in the topline revenues generated by alternative asset managers from management fees and performance fees, after deducting a defined base operating budget of limited expenses. Unlike traditional equity ownership, these interests provide direct exposure to a manager’s revenue streams without requiring full operational control or responsibility for the entire cost base.
The concept of ownership-adjusted assets under management reflects the portion of a firm’s total AUM that corresponds to NGI’s Net Revenue Share interest. For example, if NGI holds a 20% Net Revenue Share in a manager with US$5 billion in AUM, the ownership-adjusted AUM would be US$1 billion, representing the slice of assets generating revenues that flow through to NGI’s interest.
This structure matters for investors because it creates a highly cash-generative earnings profile with direct exposure to manager growth, investment performance, and fee-earning capacity, whilst limiting exposure to the full operational risk and fixed cost base of running an alternative asset management business. As managers scale their AUM and deliver strong performance, the value of Net Revenue Share interests grows without requiring proportional increases in NGI’s capital commitment or operational involvement.
Portfolio and partnership details
Target Portfolio composition
The NGI Stable Growth Portfolio comprises Net Revenue Share interests spanning early-stage to established firms with broad exposure across alternative strategies including long-short equities, royalties, quantitative, private credit and relative value. The portfolio is structured with a barbell approach: larger, more mature firms contribute the majority of current distributions, whilst smaller, earlier-stage managers provide growth optionality as they scale their businesses.
As at March 2026, the portfolio had the following characteristics:
| Metric | Value | Basis |
|---|---|---|
| Firm-level AUM | US$15.0 billion | As at March 2026 |
| Ownership-adjusted AUM | US$1.8 billion | Calculated based on Net Revenue Share interests |
| CY2025 distributions | US$27 million | Calendar year 2025 |
The diversity of investment strategies and firm maturity levels within the portfolio provides NGI with enhanced diversification by both strategy type and investor base, reducing concentration risk whilst maintaining exposure to high-quality alternative managers across the growth spectrum.
Strategic Partnership terms
Stable will manage and monitor the NGI Stable Growth Portfolio under an initial six-year term, providing continuity of expertise and ongoing value creation to drive further scale. NGI will pay Stable a flat fee of US$1.56 million per annum during the initial term, after which the fee structure will transition to a calculation based on the number of managers within the portfolio.
The partnership extends beyond portfolio management to create a pipeline for additional Net Revenue Share opportunities. Stable, founded in 2006, manages US$5.2 billion in assets under management and has supported the growth of 45 alternative asset managers globally, which collectively manage US$27 billion in AUM. This deep experience in sourcing, structuring and scaling alternative managers is expected to provide NGI with access to an attractive pipeline of additional opportunities beyond the initial 17 managers.
Erik Serrano Berntsen, CEO of Stable, will join NGI’s Board as an observer, further cementing the operational alignment between the two firms.
Erik Serrano Berntsen, CEO of Stable
“We are delighted to be partnering with Navigator. After an extended period of engagement with the team, it is clear the Stable and Navigator businesses are highly complementary and strategically adjacent and share a similar partnership-oriented culture and approach to supporting the growth of leading alternative asset managers. This Strategic Partnership creates significant growth opportunities that will benefit both firms.”
Funding structure and shareholder impact
NGI is funding the US$195 million acquisition through two distinct components: a fully underwritten cash raising and scrip consideration issued to Stable’s shareholders.
The cash component comprises A$145 million (US$103 million) raised via a fully underwritten pro rata accelerated non-renounceable entitlement offer. The scrip component totals A$136 million (US$96 million) of NGI shares issued to Stable’s Limited Partners and management team at A$2.31 per share, representing NGI’s 20-day volume-weighted average price.
Following completion, Stable’s LPs and management team will own approximately 9.6% of NGI’s ordinary shares on issue. The Stable management team will receive a material holding, providing strong equity alignment between NGI and Stable. Shares issued to Stable’s management are subject to a 2-year escrow period, whilst shares issued to Stable’s LPs will be escrowed for 1 year, limiting near-term selling pressure on NGI’s share register.
All eligible NGI directors have confirmed their intention to participate in the Entitlement Offer. Blue Owl, which holds shares through a permanent capital vehicle managed by GP Strategic Capital on behalf of institutional limited partner investors, is supportive of the transaction but will not participate as the vehicle is beyond its investment period.
Key terms of the entitlement offer are:
- Ratio: 1 for 8.13
- Offer price: A$2.40 per New Share
- Discount to TERP: 2.9%
- Discount to 1 May 2026 close (A$2.48): 3.2%
- New Shares: up to 60.4 million (12.3% of current shares on issue)
New Shares issued under the Entitlement Offer will rank equally with all existing NGI fully paid ordinary shares.
Financial outlook and EPS accretion
The acquisition is expected to deliver low double-digit earnings per share accretion in the first full year of ownership, alongside improvement in the key financial metrics that drive NGI’s profitability. The transaction enhances the company’s scale, diversification and earnings growth profile whilst maintaining a disciplined approach to capital deployment.
NGI has provided FY26 Adjusted EBITDA guidance of between US$100 million and US$104 million, subject to market conditions. As indicated at the 1H earnings release in February and the Q3 update, FY26 Adjusted EBITDA is expected to be impacted by lower distributions from the NGI Strategic Portfolio versus a very strong FY25, partially offset by ongoing strong results from Lighthouse Partners.
Lighthouse has continued its strong AUM and investment performance through April, with a number of other Partner Firms also delivering robust performance on both absolute and relative bases during the quarter. Market conditions remain positive for continued Partner Firm AUM growth going forward.
The company is in the process of amending its existing debt facility to increase the size and extend the term, with completion expected prior to 30 June 2026.
Stephen Darke, NGI CEO
“The acquisition of the growing portfolio of 17 interests in alternative asset managers, and the long-term partnership with Stable extends NGI’s business model across the asset manager lifecycle and materially increases NGI’s addressable market. This strategically and financially compelling transaction enhances the diversification and long-term growth potential of the business without changing Navigator’s primary strategy of partnering with established and scaled firms, and improves Navigator’s earnings growth, profitability and cash flow generation.”
Strategic rationale and growth pathway
The strategic rationale for the Navigator Global Stable Asset Acquisition and Strategic Partnership rests on five core pillars:
- Expands NGI’s ecosystem across the asset manager lifecycle, adding strategic capability to drive long-term organic growth
- Advances NGI’s vision to be a leading partner to alternative asset managers globally
- Adds an attractive earnings profile generated by the Target Portfolio, from highly cash-generative Net Revenue Share interests, AUM growth and strong investment performance
- Improves NGI’s scale and diversification through the addition of a high-quality portfolio of alternative asset managers
- Financially compelling with expected low double-digit EPS accretion in the first full year of ownership and improvement of the key financial metrics that drive NGI profitability
The transaction does not represent a departure from NGI’s core strategy of partnering with established and scaled firms. Rather, it extends the company’s capabilities to earlier-stage opportunities through Stable’s expertise in sourcing, structuring and scaling alternative managers. Allocator sentiment toward hedge funds continues to remain positive, alongside a more favourable fundraising outlook for select private market managers after a challenging 2025.
In its March 2026 AUM update, NGI reported ownership-adjusted AUM increased by 9% to US$31.6 billion in Q3, up 16% over the last 12 months. Total firm-level AUM increased by 17% to US$98 billion in Q3, up 20% over the past year. The backdrop of ongoing geopolitical and interest rate uncertainty creates both opportunities and challenges for alternative asset managers, with continued strong performance across Lighthouse Partners strategies during the period.
Marc Pillemer, NGI Board Director and Senior Managing Director of GP Strategic Capital (Blue Owl)
“We believe the relationship with Stable – an industry leader in providing growth and acceleration capital to alternative asset management GPs – will complement the existing strategic partnership between NGI and Blue Owl and further NGI’s vision to become a global leader in partnering with growing and established alternative asset managers.”
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Key dates for retail shareholders
Eligible retail shareholders will have a three-week window to participate in the Retail Entitlement Offer at the discounted offer price of A$2.40 per New Share. Key dates are:
- Trading halt and announcement: Monday, 4 May 2026
- Institutional Entitlement Offer closes: Tuesday, 5 May 2026
- Record date: 7.00pm Sydney time, Wednesday, 6 May 2026
- Retail offer opens: Monday, 11 May 2026
- Allotment of institutional New Shares: Tuesday, 12 May 2026
- Retail offer closes: Tuesday, 26 May 2026
- Announce results of Retail Entitlement Offer: Friday, 29 May 2026
- Settlement of Retail Entitlement Offer: Monday, 1 June 2026
- Allotment of retail New Shares: Tuesday, 2 June 2026
- Normal trading of retail New Shares: Wednesday, 3 June 2026
- Despatch of holding statements: Thursday, 4 June 2026
Entitlements under the offer are non-renounceable and will not be tradeable on the ASX or otherwise transferable. Shareholders who do not take up their full entitlement will not receive any payment or value in respect of entitlements they do not take up, and their percentage equity interest in NGI will be diluted.
Eligible retail shareholders will be sent the Offer Booklet and a personalised entitlement and acceptance form from the opening of the Retail Entitlement Offer on 11 May 2026. The Offer Booklet will contain full details of how to participate as well as the terms and conditions of the offer.
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