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M&A Announcement

Dec 9, 2021

Josh Wood
Head of Investor Relations, Patria Investments

Good morning, everyone. Thank you for joining us to discuss the launch of Patria's growth equity platform and the announcement of our partnership with Kamaroopin, a venture capital and growth equity affiliate of Tarpon Investments. With me on the call are Patria's Chief Executive Officer, Alexandre Saigh, Chief Financial Officer, Marco D'Ippolito, and Kamaroopin's Founding Partner, Pedro Faria. Alex will give some prepared remarks on our growth equity strategy and the transaction, and then we'll open up for Q&A. We've issued a press release and presentation on the transaction, which you can find posted on our investor relations website at ir.patria.com or on Form 6-K filed with the Securities and Exchange Commission. Any forward-looking statements made on this call are uncertain, do not guarantee future performance, and undue reliance should not be placed on them.

Patria assumes no obligation and does not intend to update any such forward-looking statements. While specific financial terms are not being disclosed, the partnership agreement entails two phases. The first tranche involves the acquisition of a 40% minority stake in Kamaroopin's existing business for cash consideration and is expected to close in early 2022. The second tranche will give the opportunity for the acquisition of the remaining 60% of Kamaroopin for an equity consideration, which will be triggered by the achievement of certain fundraising objectives for a new growth equity fund, which Patria and Kamaroopin will raise in a joint effort, and the satisfaction of certain other conditions. The triggers for the second tranche are expected to be reached over the span of approximately 18 months from the first tranche closing.

Should they not be reached, Patria and Kamaroopin would have the optionality to unwind the transaction. The P&L impact to Patria is expected to be immaterial during 2022, as the existing business currently operates at a profit but near break even at its current scale of approximately $175 million of assets under management. Any impact during phase I will be recognized as investment income and not fee-related earnings, given the minority position. After completion of phase II, the resulting combination of the businesses would lead to the consolidation of the full P&L with fee-related earnings and performance-related earnings recognized in the same manner as Patria's flagship strategies. I'll now turn the call over to Alex to take you through some details.

Alexandre Saigh
CEO, Patria Investments

Thank you, Josh, and welcome to all who could join this morning to hear more about this exciting new initiative for Patria. Since our IPO, we've talked frequently about M&A as a key pillar of our growth strategy in the region. Just last week, we closed on our first major transaction with Moneda Asset Management. After Moneda, we said that we remain active on the M&A front, and today we're happy to announce our agreement to partner with Kamaroopin and build a leading growth equity strategy on Patria's platform. This transaction is quite different in size and structure compared to Moneda, but similar in strategic relevance in that it allows us to fill an important space in our platform and expand the product set we can offer to our global investor base. Why growth equity? Why does this make sense for Patria now?

First and foremost, growth equity is highly complementary to our flagship private equity strategy, and we believe there's a distinct and compelling opportunity in this earlier stage of the investment spectrum. Venture capital and growth equity strategies in Latin America are in high demand from investors, with a market size that has grown to more than $15 billion, and most recently dedicated funds ranging in size from $50 million-$400 million in commitments. Venture capital transaction volume just in Brazil, for example, has grown at a 40%+ compounded annual growth rate over the last decade, reaching $6.6 billion in transaction value in 2021. Where does Patria fit in? Why is Kamaroopin the right partner for us to enter in this space?

We believe Patria and Kamaroopin both excel in one critical characteristic that will truly differentiate us in the region. We are not just investors. We both pride ourselves on being company builders. Across six vintages of flagship private equity funds, Patria has built market-leading companies through consolidation in fragmented industries and hands-on operational improvements. Kamaroopin has built an initial portfolio of three growth stage companies with solid early returns of 2.7x as of June 2021 valuations, where they partner with great entrepreneurs and investor operators to drive growth through single-minded consumer focus and tech-enabled business models. They are also aligned with Patria's sector-driven investment approach, having developed significant investment thesis around secular consumer trends in pet care and healthcare industries.

Their most notable portfolio company, Petlove, is one of the leading e-commerce providers of pet-related products and services in Brazil, where revenue has grown at a compound annual growth rate of about 50% over the last five years. The initial investment tranche in Petlove from 2019 is currently valued at more than seven times the invested capital. On the team, Kamaroopin is led by Pedro Faria, who was a founding partner of Tarpon and helped launch their private equity practice 15 years ago. He also has a strong relationship with Patria, having worked earlier in his career for Banco Patrimônio, Patria's predecessor company, and Patria's private equity team for six years. Currently at Kamaroopin, he is supported by a team of seven professionals with zero turnover since their inception. Pedro and his team's excellent track record extends well beyond the current active Kamaroopin investments.

Over 19 years, the Kamaroopin leadership has founded, operated, and invested more than BRL 7 billion in more than 15 companies and generated a realized nominal internal rate of return in excess of 24%. I would be remiss not to acknowledge that Pedro is subject to some ongoing legal proceedings related to his previous role at another company. As we explored this partnership, business and legal due diligence were a critical part of our process. While we obviously won't comment on specifics, I will say that we have known Pedro personally and professionally for many years, and we have high confidence in his leadership. Looking to the future, what are our goals? Upon entering phase I in early 2022, we will work together to raise a new growth equity fund with a predetermined fund size as a threshold to trigger phase I.

This will be a closed-end fund with a two and 20 structure similar to private equity and more of the same kind of sticky, long-term assets under management that supports Patria's high-quality management fee stream today. The fund will target relevant stakes, usually minority stakes with high governance in earlier growth stage companies compared to our flagship private equity mandates. We will focus on Patria's core industries like healthcare, agribusiness, and education, as well as sectors where Kamaroopin has significant expertise like pet care and fintech. Furthermore, Patria and Kamaroopin partners, in conjunction with existing lead investors, will commit a relevant portion of the initial fund size. On the Patria side, we have already made a small seed investment for this portfolio in StartSe, a professional education platform focused on innovation and technology with an emphasis on the development of entrepreneurs and startups.

Today, the company has more than 26,000 customers through its education programs. Also in 2019 made an interesting minority investment in CapTable, a crowdfunding platform for startups. Think of StartSe as a portfolio company to be folded into the new fund, but also as a platform that can be leveraged by our new growth equity strategy more broadly. In terms of financial impact to Patria, Kamaroopin will have minimal impact on the near-term profit and loss, with the exception of an attractive performance fee opportunity on Petlove. As part of the partnership agreement, Patria will be entitled to participate in the crystallization of Petlove's eventual performance fee in a structure that was designed to provide the best alignment of of incentives among all parties.

Fee-related earnings impact will be irrelevant during phase I due to the minority stake, as just noted, and the business today runs profitably but near breakeven from a fee-related earnings perspective. Like any private market strategy, achieving scale is the key, and together we will seek to build that scale with its initial fund by accessing cross-selling opportunities with Patria's global investor base. Ultimately, we view growth equity as another building block towards creating a truly comprehensive alternatives platform in Latin America, a one-stop shop for global investors who can access to the region through an experienced and disciplined partner. We also believe that growth equity has particular appeal among more local institutional investors and over time can be another product to leverage the financial deepening in Latin America.

We are excited to join forces with Pedro and his team, and we look forward to sharing more with you on the strategy as we move the process forward over the next several quarters. We're now happy to take your questions.

Operator

Ladies and gentlemen if you have a question or comment at this time please press the star then the one key on your touchtone telephone. If your question has been answered or you're excusing yourself from the que, please press the tone key. We'll pause for a while as we compile the Q&A roster. Ok ladies and gentlemen if you have a question or comment at this time please press the star then one key on your touchtone telephone. I'm not showing any further questions at this time. I'll now turn the call over to Alex for any closing remarks.

Alexandre Saigh
CEO, Patria Investments

Thank you, operator. Thank you all to participate in our call today. As mentioned, we're very, very excited with the opportunity to team up with Kamaroopin, Pedro and his team. Pedro is here with me today, and we're all extremely happy that we are able to reach an agreement with him and his team. We really look forward in doing several deals with Kamaroopin during 2022. Not only fundraising, but using some of the general partners' actually excess cash to invest in such an exciting part of the life cycle of a company.

I think all of you have followed how this part of the spectrum has really expanded and grown over the last years, becoming a true interesting and large and scalable investment piece it is for us. Complementing our menu of new strategies, I think it's extremely important that we have a presence as strong as the one that we just signed with Kamaroopin. With that, I would like to thanks again and wish you guys all a happy holidays. I hope you guys stay well and stay safe. Hope to talk to you soon.

If I don't talk to you by the end of this year, probably we're gonna, you know, see each other in person hopefully sometime early next year. Be well, be safe. Thank you very much.

Operator

Ladies and gentlemen, this does conclude today's presentation. You may now disconnect and have a wonderful day.

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