(Adds agreement details, including option to acquire controlling stake)
SAO PAULO, May 11 (Reuters) - Itaú Unibanco Holding SA , Brazil's largest bank, has agreed to acquire a 49.9 percent stake in brokerage firm XP Investimentos SA for 6.3 billion reais ($2 billion) and gradually increase its stake with an option to buy full control.
Itaú will pay 5.7 billion reais to shareholders General Atlantic LLC and Dyna III fund for their stakes in XP. Additionally, the bank will inject 600 million reais into the broker, Itaú said in a securities filing late on Thursday.
According to the transaction terms, Itaú will appoint two board members at XP Investimentos, and acquire two additional stakes in 2020 and 2022, increasing its share of XP's capital to 74.9 percent.
XP partners led by founder and Chief Executive Officer Guilherme Benchimol will maintain control of the broker and run it separately from Itaú for at least seven years. When Itaú reaches a 74.9 percent stake in 2022, the bank will still be a minority shareholder, owning 49.9 percent of voting capital.
Two years later, in 2024, Benchimol and its partners will have the option to sell their remaining 24.1 percent stake to Itaú. If they decline to do so, Itaú will have the right to acquire the remaining stake in 2033.
The deal values the Brazilian broker at around 12 billion reais, or 20 times its net income. That was on the lower range of the valuation that XP shareholders had expected in a planned initial public offering of shares. (Reporting by Tatiana Bautzer; Editing by Sandra Maler and Stephen Coates)