Nuvini Group (NVNI) Slashes Earnout Liabilities by 36% in Strategic Restructuring to Enhance Capital Structure and Secure Financing

Nuvini Group Limited (Nasdaq: NVNI), a leading serial acquirer of B2B SaaS companies operating across Latin America, announced a major strategic victory on December 23, 2025, successfully restructuring its contingent earnout liabilities. The renegotiation with founders of previously acquired portfolio companies resulted in a substantial 36% reduction in the total value of these obligations, a move expected to significantly strengthen the company’s financial foundation.

Strategic Restructuring Improves Debt Profile

The successful restructuring of these earnout liabilities is a critical step in optimizing Nuvini’s capital structure and debt profile. Earnouts are common in M&A transactions, representing future payments contingent on the acquired company meeting specific performance targets. By reducing these obligations, Nuvini immediately enhances its balance sheet and improves key financial metrics.

The company specifically noted that the reduction significantly improves Nuvini's proforma debt-to-EBITDA ratio. This metric is closely watched by investors and lenders as a measure of a company's ability to service its debt, making the improvement a crucial factor in Nuvini's future financing plans.

The renegotiation with founders significantly improves capital structure and debt profile, positioning the Company for private credit financing and continued M&A execution.

Paving the Way for Favorable Financing

The enhanced balance sheet and improved debt metrics are designed to serve a dual purpose: securing more favorable terms for future financing and enabling continued growth through acquisitions.

Nuvini stated that the improved financial standing positions the company to secure more favorable terms for private credit financing. Access to capital on attractive terms is essential for serial acquirers like Nuvini, whose business model relies on the continuous execution of mergers and acquisitions (M&A) to expand its portfolio of B2B SaaS assets across Latin America.

The strategic benefits of the liability reduction include:

• 36% Reduction: A direct and material decrease in contingent financial obligations.
• Capital Structure Improvement: A stronger overall balance sheet and debt profile.
• Debt-to-EBITDA Ratio: Significant improvement in the proforma ratio, signaling better debt service capacity.
• Financing Advantage: Better positioning to secure private credit financing on more favorable terms.
• M&A Execution: Enhanced capacity to continue its strategy of acquiring B2B SaaS companies.

The announcement underscores Nuvini's commitment to disciplined financial management while maintaining its aggressive growth strategy in the high-growth Latin American B2B SaaS sector.