Victory Capital Holdings, Inc. 8K

Victory Capital Holdings, Inc. agreed to acquire First Eagle Investments for approximately $7.0 billion in cash and stock plus assumed debt, creating a roughly $571 billion AUM asset manager, pending regulatory, client, and shareholder approvals.

On August 26, 2026, Victory Capital Holdings, Inc. announced it has entered into a definitive agreement to acquire 100% of First Eagle Investments, a privately held global asset manager with approximately $222 billion in AUM, from Genstar Capital and First Eagle employees for total consideration of about $7.0 billion in cash and newly issued Victory Capital equity, plus the assumption of $575 million of First Eagle’s 7.25% senior secured notes due 2032. The transaction, which is subject to regulatory approvals, client consents, and Victory shareholder approval of the equity issuance, is expected to close by the end of the first quarter of 2027 and create a combined firm with approximately $571 billion in client assets, annual revenue of about $3.2 billion, and an earnings profile management projects to be roughly 35% accretive to 2027E adjusted EPS after an estimated $280 million of net expense synergies. First Eagle will retain its brand and investment autonomy while operating on Victory’s platform, with its $41 billion CLO and alternative credit business becoming the combined company’s alternatives platform; Genstar is expected to hold approximately 14.6% of Victory’s fully diluted economic interest (largely via non-voting convertible preferred stock, with voting limited to 4.9%) and receive two board seats on an expanded 11‑member board, while Victory has arranged fully committed debt financing including a new $3.5 billion term loan B, approximately $950 million of new secured notes, and an upsized $200 million revolver.

Filing Facts

CIK

1570827

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-101533

Alert Tier

8