BlackRock Acquires HPS Investment Partners for $12bn in Private Credit Push

On Tuesday, BlackRock announced an agreement to acquire private credit firm HPS Investment Partners for $12 billion in an all-stock deal.

HPS manages around $150 billion and is one of the few private credit managers with enough scale to move the needle for BlackRock. If completed, the deal would grow BlackRock’s alternative assets by more than 25 percent to nearly $600 billion ($220 billion in private credit), placing the firm’s alternatives business on level footing with private markets specialists like KKR and Apollo Global Management.

Despite managing $12 trillion in total assets, BlackRock’s market capitalization is not much larger than KKR. The firm’s conventional public markets business falls short on fee structures and margins—the ‘barbell effect’ bifurcation between low-fee passive strategies and high-fee active alternatives (part of the reasoning behind BlackRock’s push into private capital).

Post-close, BlackRock’s next hurdle is integration.

HPS professionals will be moving from a young, entrepreneurial team into the world’s largest asset manager.

BlackRock’s primary salve for the transition is its planned retention incentives. According to an investor letter, the firm is offering HPS staffers a combined $675 million in five-year vesting equity grants and continued participation in existing carried interest arrangements. Investment professionals will also maintain more than $1.2 billion of personally committed capital across the firm’s strategies.

The approach mirrors BlackRock’s $650 million retention pool for Global Infrastructure Partners (GIP), whose acquisition closed in October.

For the acquired firms’ senior leadership, both deals also include substantial deferred consideration: around 25 percent of HPS’ $12 billion headline value and 30 percent of GIP’s $12.5 billion will be paid in year five, subject to performance benchmarks.

BlackRock will hope these plans deliver a better outcome than past attempts—the 2018 purchase of private credit manager Tennenbaum Capital Partners went about as poorly as it could have.

Out of 35 investment professionals, more than a dozen quickly departed, including four of five senior partners.

BI reported last year that compensation disagreements drove much of the exodus. “BlackRock doesn’t pay that well. People knew Tennenbaum was being overpaid relative to BlackRock standards,” said one unnamed investor.

The nail in the coffin was a feeling that BlackRock reneged on agreements made with the incoming TCP team.

TCP’s special situations professionals had expected to continue the same strategy post-acquisition, but after arriving at BlackRock, they instead found themselves cut off from pursuing deals in their area of expertise.

Former employees said they believed that BlackRock management had told the head of its existing special situations fund, David Trucano, that it would prevent TCP from encroaching on his business.

“People really felt burned by promises that were not delivered on, and felt they were misled, especially with special situations,” one of the former employees told BI, adding that they felt management “told Trucano one thing” and told the TCP team “the exact opposite.”

HPS and GIP should, at least, have a bigger voice within the organization. HPS founders Scott Kapnick, Scot French, and Michael Patterson will lead BlackRock’s consolidated private credit business and will join the firm’s Global Executive Committee. Kapnick will take a board observer role, while GIP CEO Bayo Ogunlesi was granted a full director seat.