Perpetual announced it has entered into a binding agreement to sell its Wealth Management business to Bain Capital Private Equity. The transaction values the business at $500 million upfront, with additional contingent payments tied to performance.
Under the agreement, Bain Capital will acquire Perpetual’s Wealth Management business, also referred to as the Perpetual Wealth Management Group. The total consideration includes an upfront cash payment of A$500 million at completion, subject to customary adjustments for regulatory capital, working capital, and other factors related to the business at closing.
The transaction also includes the potential for additional payments tied to the performance of the advice business prior to completion, as well as an earnout of up to A$50 million linked to the performance of the accounting and wealth operations following completion. The earnout will be assessed and payable two years after the deal closes.
As part of the agreement, Perpetual will license the brands “Perpetual Wealth” and “Perpetual Private” to the Perpetual Wealth Management Group for a period of 15 years. Perpetual will retain ownership of the broader “Perpetual” brand.
The transaction will be implemented by selling all shares in Perpetual PWM Services Pty Ltd, the holding company for the Perpetual Wealth Management Group. The deal is structured on a cash-and-debt-free basis.
Perpetual plans to use the net proceeds from the transaction to reduce debt and support investment in organic growth within its Asset Management and Corporate Trust businesses. Upon completion, the company expects a pro forma net debt-to-EBITDA ratio of approximately 0.2x, after accounting for transaction and separation costs, taxes, and other adjustments.
Completion of the deal is subject to regulatory approvals, including approval from the Foreign Investment Review Board and the Australian Competition and Consumer Commission. The transaction also requires Perpetual to complete a corporate restructuring process to separate the Wealth Management business from its broader operations. This process will involve regulatory relief and approvals from the Australian Securities and Investments Commission, court orders to transfer certain assets and liabilities, and ministerial consent for the change in control of the traditional trustee business.
The agreement includes certain termination rights if the required conditions are not satisfied or if events occur that materially impact the expected earnings of the Perpetual Wealth Management Group.
The parties currently expect the transaction to be completed toward the end of calendar year 2026. The deal does not include a financing condition.
Perpetual estimates additional transaction and separation costs of approximately $30 million after tax, expected to be incurred over a period of 12 to 18 months. The company also expects taxes on the proceeds to total between $45 million and $50 million.
Following completion, Perpetual will provide transitional technology and operational services to the Perpetual Wealth Management Group for up to 18 months, with the option to extend those services for an additional six months.
Support: Barrenjoey is serving as financial adviser to Perpetual on the transaction, while King & Wood Mallesons is acting as legal adviser.
KEY QUOTES
“Following a thorough sale process, we believe we have achieved the right outcome for our shareholders, clients and people, and one that reflects Wealth Management’s longstanding reputation as a premium provider of high net worth advisory, fiduciary, philanthropic and not-for-profit offerings in the Australian market. This is a pivotal step in our strategy to simplify and transform Perpetual. Following completion, Perpetual will have a stronger balance sheet and more simplified business, focused on two core businesses, asset management and corporate trustee services, while also enhancing its ability to invest for future growth and deliver improved shareholder returns over the longer term. We believe we have found the right owner for the Wealth Management business to help it continue to grow and deliver high quality products and services to its clients. Today’s announcement also provides clarity and certainty for our teams, who have continued to show an exceptionally high level of professionalism, commitment and focus throughout this process.”
Bernard Reilly, CEO and Managing Director, Perpetual Limited
