P10 to Acquire Stellus Capital in $250M Direct Lending Deal
P10 has agreed to acquire Stellus Capital Management for an initial purchase price of $250 million, further strengthening its foothold in lower-middle market private credit.
Under the terms of the agreement, Stellus will continue to be managed by its existing partners, who will retain control over day-to-day operations, including investment decisions and investment committee processes. The consideration consists of $125 million in cash and $125 million in units of P10 Intermediate Holdings, LLC, which are exchangeable into P10 common stock. P10 plans to fund the cash portion using a combination of cash on hand and its revolving credit facility. An additional earnout of up to $60 million may be paid based on Stellus’ fee-related revenue in 2027 and 2029.
Based in Houston, Stellus is a direct lending platform focused on senior-secured loans to sponsor-backed, lower-middle market companies across the U.S. The firm manages approximately $3.8 billion in assets, including $2.6 billion in fee-paying AUM, with more than 70% of its fee-related revenue generated from permanent capital vehicles.
“Stellus’ sponsor borrower base is a natural fit within P10’s middle and lower-middle market GP sponsor ecosystem, creating the potential for new opportunities across the firm,” said Luke Sarsfield, chairman and CEO of P10.
Stellus sees the transaction as a platform to broaden its reach with investors and borrowers alike.
“This transaction will enhance our ability to develop additional strategies and investment vehicles that meet the evolving needs of global investors seeking access to opportunities in our markets and those of sponsors and borrowers seeking a reliable, thoughtful lending partner,” said Robert Ladd, managing partner of Stellus.
As previously announced, P10 will rebrand as Ridgepost Capital effective February 11, 2026, with its shares trading on the New York Stock Exchange and NYSE Texas under the ticker symbol “RPC.”
The transaction is expected to close in mid-2026.
Kirkland & Ellis LLP and Troutman Pepper Locke LLP are serving as legal advisors to P10. Goldman, Sachs & Co. is acting as exclusive financial advisor and Eversheds Sutherland (US) LLP and Winston & Strawn LLP are serving as legal advisors to Stellus.