Axactor (ACR) Investor update summary

Transaction highlights and structure

• Announced a EUR 200 million private placement at NOK 4.70 per share, with EUR 175 million pre-committed by Fortress and Geveran, and a subsequent offering of up to EUR 20 million for existing shareholders.

• Fortress and Geveran will hold approximately 31% and at least 33.4% of shares post-transaction, subject to completion.

• Establishing a five-year co-investment partnership with Fortress, targeting annual investments of EUR 200–400 million and enabling capital-light revenue growth.

• Divesting a seed portfolio for EUR 100 million at a 38% discount to book value, with Axactor retaining 50.1% ownership and the remainder split between Fortress and Geveran.

• KPMG issued a fairness opinion confirming the transaction price is financially fair.

Financial and operational impact

• Pro forma net interest-bearing debt will decrease from EUR 837 million to EUR 537 million, reducing leverage ratio from 3.7x to 2.3x.

• Investment capacity will rise from EUR 80 million to nearly EUR 600 million, including Fortress's share.

• The transaction is expected to lower funding costs, enhance investment flexibility, and support potential M&A.

• IFRS-driven review of ERC forecast model may result in a negative book value adjustment of up to EUR 350 million if Fortress pricing is applied to the entire portfolio.

• Q1 2026 gross revenue was EUR 75.1 million, cash EBITDA EUR 44.7 million, and net profit EUR 1.3 million, with collection performance on unsecured portfolios at 89%.

Strategic rationale and partnership benefits

• Partnership with Fortress and Geveran brings superior underwriting, asset management, and deal sourcing capabilities.

• Co-investment structure allows for disciplined capital deployment and recurring high-margin servicing income.

• SPVs will be fully consolidated, with cash flows and debt treatment similar to holding company.

• The agreement covers all current geographies and includes a joint investment committee.

• Fortress will propose two representatives for the board.