Victory Capital Holdings Inc (VCTR) News & EventsVCTRVictory Capital Holdings Inc

Victory Capital Acquires First Eagle Investments for Approximately $7.0 Billion

Victory Capital Holdings announced that it has entered into a definitive agreement to acquire 100% of First Eagle Investments , an independent, privately held global asset manager with approximately $222B AUM as of July 31, from Genstar Capital and First Eagle employees. Upon closing, the combined company is expected to have approximately $571B in total client assets, positioning Victory Capital as one of the largest publicly traded traditional asset managers in the U.S. First Eagle will operate on Victory Capital's platform, while retaining its brand, investment autonomy, and, most importantly, its existing investment processes - the same model that has made Victory Capital's prior transactions successful. First Eagle's $41B CLO and alternative credit platform will serve as the combined company's alternative investments platform post-closing. Victory Capital and First Eagle will work together to ensure a seamless transition for clients, including continuity in how their money is managed and how they are served. The transaction is expected to be approximately 35% accretive to 2027E adjusted earnings per share, inclusive of approximately $280M of anticipated net expense synergies, creating a combined company with annual revenue of approximately $3.2B. Victory Capital will acquire First Eagle for total consideration of approximately $7.0B comprising approximately $4.4B in cash and $2.0B in newly issued Victory Capital equity. In addition, Victory Capital will assume $575M of First Eagle's existing 7.25% senior secured notes due 2032. Following the transaction, Genstar is expected to own approximately 14.6% of Victory Capital on a fully diluted, as-converted basis, with its voting interest limited to 4.9%. The balance of its economic interest will be held in Non-Voting Convertible Preferred stock. Genstar's entire position will be subject to a three-year lock-up period. Genstar will be entitled to designate two directors to the Victory Capital Holdings Board of Directors, which will expand to 11 members upon closing. David Brown will continue to serve as CEO and Chairman of the Board. The transaction remains subject to customary closing conditions, including certain regulatory approvals and client consents, and is expected to close by the end of the Q1 of 2027. The issuance of Victory Capital equity in connection with the transaction is subject to the approval of Victory Capital shareholders. Victory Capital has secured fully committed financing for the transaction from BofA Securities and RBC Capital Markets. The financing is expected to comprise of a new $3.5B term loan B facility and approximately $950 million of new secured notes, together with an upsized $200M revolving credit facility. The Company's existing term loan B is expected to remain in place. PJT Partners is acting as lead financial advisor to Victory Capital and rendered a fairness opinion to its Board of Directors. RBC Capital Markets served as an additional financial advisor to Victory Capital. Willkie Farr & Gallagher is acting as legal advisor to Victory Capital in connection with the transaction.UBS Investment Bank is acting as lead financial advisor to First Eagle; BofA Securities served as an additional financial advisor to First Eagle. Ropes and Gray is acting as legal advisor to First Eagle and Davis Polk & Wardwell is acting as legal advisor to its management in connection with the transaction.

Victory Capital Reports Total Client Assets of $348.8B

Victory Capital reported Total Assets Under Management of $345.1B, Other Assets of $3.7B, and Total Client Assets of $348.8B, as of July 31. For the month of July, Average Total AUM was $343.3B, average Other Assets was $3.6B, and average Total Client Assets was $346.9B.