Vistra catches Warburg Pincus's eye in bilateral sale talks

The Hong Kong-based fund has engaged in bilateral talks with Warburg Pincus in recent weeks about a potential transaction, the sources said. Deliberations are at an early stage and Baring could decide to keep the business, they added.

Vistra, which provides trust, fiduciary and fund administration services, was acquired by Baring from IK Investment Partners in October 2015, with management holding onto a significant shareholding, as reported. The deal valued Vistra at around USD 1.1bn, according to a press report from Pitchbook at the time.

Vistra's sale discussions come after Baring agreed earlier this month to buy Hong Kong-headquartered corporate services provider Tricor Group from Permira at a valuation of USD 2.8bn. The deal, which was expected to complete in the first half of 2022, represented an exit multiple of more than 20x Tricor's estimated EBITDA for 2021, as reported.

Appetite for corporate and fund administration businesses has picked up in recent months in light of institutional and wealthy investors shifting their attention to alternative forms of capital, such as private equity and real estate.

Singapore-based In.Corp Global was sold to TA Associates from EQT for an undisclosed amount in May, according to a company press release. Peers Sanne and Mainstream are both being acquired by Genstar-backed Apex Group, an industry consolidator based in Bermuda, at multiples in the region of 30x EBITDA following respective bidding wars. And Intertrust last week entered into exclusive negotiations with CVC over a possible cash offer at EUR 18 per share, representing a multiple of 12.4x 2020 EBITDA, according to Dealreporter analytics.

Vistra has 5,000 professionals, based in 85 offices across 45 jurisdictions. It manages 200,000 legal entities, with USD 395bn assets under administration, according to its website.

Recent deals by Vistra include its acquisition in November of Australia-headquartered Leydin Freyer, which offers corporate governance, accounting, and company secretarial services; and Brazilian services provider Jotaerre, bought in February.

Meanwhile, the company also entered into a sale and purchase agreement (SPA) with Hong Kong-based Newhaven, which provides corporate, fiduciary and business support services in September.

Baring declined to comment. Vistra and Warburg Pincus did not respond to requests for comment.

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