{"success":true,"data":{"pressRelease":{"id":"127861","rtpr_id":"nBw4QRNyDa","ticker":"VCTR","exchange":"NASDAQ","all_tickers":["VCTR"],"title":"Victory Capital to Acquire First Eagle Investments, Creating a $571 Billion Diversified Global Asset Manager","author":"Business Wire","published_at":"2026-08-26T10:30:00.081Z","article_body":"Victory Capital to Acquire First Eagle Investments, Creating a $571 Billion\nDiversified Global Asset Manager\n\nAdds a differentiated global value multi-asset capability, complementary\nequity and fixed income capabilities, and a scaled CLO and alternative credit\nplatform\n\nEnhances Victory Capital's organic growth profile through a multi-year history\nof positive net flows, broadened investment capabilities, and strong\ninvestment performance\n\nExpands distribution reach across channels\n\nFirst Eagle will operate on Victory Capital's platform, while retaining its\nbrand, investment autonomy, and existing investment processes\n\nVictory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the\nCompany”) today announced that it has entered into a definitive agreement to\nacquire 100% of First Eagle Investments (“First Eagle”), an independent,\nprivately held global asset manager with approximately $222 billion in assets\nunder management (“AUM”) as of July 31, 2026, from Genstar Capital\n(“Genstar”) and First Eagle employees.\n\nUpon closing, the combined company is expected to have approximately $571\nbillion in total client assets, positioning Victory Capital as one of the\nlargest publicly traded traditional asset managers in the U.S.\n\n\"This is a transformational transaction that represents the next chapter in\nthe evolution of our business,” said David Brown, Chairman and Chief\nExecutive Officer of Victory Capital. \"First Eagle is a premier global asset\nmanager, with a diversified product lineup spanning global multi-asset,\nequities, fixed income, and a scaled alternatives platform that includes CLOs\nand alternative credit. It brings positive net flows in each of the last three\nyears and year to date, as well as investment capabilities that are highly\ncomplementary to our own. This transaction enriches Victory Capital’s talent\npool, gives us additional scale to invest even more in our overall platform,\nand amplifies our distribution depth and breadth in the U.S., as well as\noutside the U.S. through our strategic partnership with Amundi. It makes our\ncompany better, more competitive and more resilient through all market cycles.\nOur clients gain access to a broader set of investment capabilities and deeper\nresources, and our shareholders benefit from the enhanced scale and earnings\npower of the combined company.”\n\nFirst Eagle will operate on Victory Capital's platform, while retaining its\nbrand, investment autonomy, and, most importantly, its existing investment\nprocesses — the same model that has made Victory Capital’s prior\ntransactions successful. First Eagle's $41 billion CLO and alternative credit\nplatform will serve as the combined company’s alternative investments\nplatform post-closing. Victory Capital and First Eagle will work together to\nensure a seamless transition for clients, including continuity in how their\nmoney is managed and how they are served.\n\n“I believe this transaction is a very positive development for First Eagle\nand, most importantly, for our clients. First Eagle’s distinctive investment\nteams will continue to operate autonomously, with no change to the investment\nphilosophies and processes that have earned our clients’ confidence over\ntime,” said Mehdi Mahmud, President and Chief Executive Officer of First\nEagle. “Clients will also benefit from the materially larger distribution\nfootprint of the combined entity. I expect the combined company’s scale,\nstatus as a publicly traded company, and ability to invest in the business for\nthe long term will be a source of strength in the years ahead. The key\nstakeholders in our business have enthusiastically affirmed their support for\nthis transaction.”\n\n“We’re excited to partner with Victory Capital. We have known the firm and\nits leadership for a long time and could not be more enthusiastic about what\nthis means for clients of both organizations,” said Tony Salewski, Managing\nPartner at Genstar. “Mehdi and the First Eagle team have done an outstanding\njob building a market-leading investment firm, and Victory Capital is the\nright permanent partner for First Eagle to build on that success. I look\nforward to what the combined platform can accomplish.”\n\nStrategic and Financial Benefits\n\nA broader platform and a strong investment performance record\n\nFirst Eagle has approximately $222 billion in AUM across global value\nmulti-asset, equities and fixed income, including a scaled $41 billion CLO and\nalternative credit platform, with 92% of its rated mutual fund and ETF AUM\nhaving achieved an overall four- or five-star Morningstar rating.\n\nEnhanced organic growth profile and expanded reach\n\nFirst Eagle has generated positive net flows in each of the last three years\nand is net flow positive year to date through July 31, 2026. The transaction\ncreates a materially larger distribution platform across channels.\n\nMeaningful earnings accretion and enhanced scale\n\nThe transaction is expected to be approximately 35% accretive to 2027E\nadjusted earnings per share, inclusive of approximately $280 million of\nanticipated net expense synergies, creating a combined company with annual\nrevenue of approximately $3.2 billion.\n\nTransaction Details\n\nVictory Capital will acquire First Eagle for total consideration of\napproximately $7.0 billion, comprising approximately $4.4 billion in cash and\n$2.0 billion in newly issued Victory Capital equity. In addition, Victory\nCapital will assume $575 million of First Eagle's existing 7.25% senior\nsecured notes due 2032.\n\nFollowing the transaction, Genstar is expected to own approximately 14.6% of\nVictory Capital on a fully diluted, as-converted basis, with its voting\ninterest limited to 4.9%. The balance of its economic interest will be held in\nNon-Voting Convertible Preferred stock. Genstar's entire position will be\nsubject to a three-year lock-up period.\n\nGenstar will be entitled to designate two directors to the Victory Capital\nHoldings Board of Directors, which will expand to 11 members upon closing.\nDavid Brown will continue to serve as CEO and Chairman of the Board.\n\nThe transaction remains subject to customary closing conditions, including\ncertain regulatory approvals and client consents, and is expected to close by\nthe end of the first quarter of 2027. The issuance of Victory Capital equity\nin connection with the transaction is subject to the approval of Victory\nCapital shareholders.\n\nVictory Capital has secured fully committed financing for the transaction from\nBofA Securities and RBC Capital Markets, LLC. The financing is expected to\ncomprise of a new $3.5 billion term loan B facility and approximately $950\nmillion of new secured notes, together with an upsized $200 million revolving\ncredit facility. The Company's existing term loan B is expected to remain in\nplace.\n\nPJT Partners is acting as lead financial advisor to Victory Capital and\nrendered a fairness opinion to its Board of Directors. RBC Capital Markets\nserved as an additional financial advisor to Victory Capital. Willkie Farr\n& Gallagher LLP is acting as legal advisor to Victory Capital in\nconnection with the transaction.\n\nUBS Investment Bank is acting as lead financial advisor to First Eagle; BofA\nSecurities served as an additional financial advisor to First Eagle. Ropes and\nGray LLP is acting as legal advisor to First Eagle and Davis Polk &\nWardwell LLP is acting as legal advisor to its management in connection with\nthe transaction.\n\nWebcast and Slide Presentation\n\nVictory Capital will host a webcast at 8:00 a.m. ET today, during which David\nBrown, Chairman and Chief Executive Officer, and Michael Policarpo, President,\nChief Financial Officer and Chief Administrative Officer, will deliver\nprepared remarks on the transaction. The webcast and the accompanying slide\npresentation will be available on the Events and Presentations page of the\nCompany's investor relations website at https://ir.vcm.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fir.vcm.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=https%3A%2F%2Fir.vcm.com&index=1&md5=1aeb46cc393612b2c3307eb3919ea6e5)\n, where a replay will be posted following the event. A fact sheet on First\nEagle will be posted to the same location.\n\nAbout Victory Capital\n\nVictory Capital (NASDAQ: VCTR) is a diversified global asset management firm\nwith $348.8 billion in total client assets, as of July 31, 2026. We serve\ninstitutional, intermediary, and individual clients through our Investment\nFranchises and Solutions Platform, which manage specialized investment\nstrategies across traditional and alternative asset classes. Our\ndifferentiated approach combines the power of investment autonomy with the\nsupport of a robust, fully integrated operational and distribution platform.\nClients have access to focused, top-tier investment talent equipped with\ncomprehensive resources designed to deliver competitive long-term performance.\n\nVictory Capital is headquartered in San Antonio, Texas. To learn more, visit\nwww.vcm.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnam10.safelinks.protection.outlook.com%2F%3Furl%3Dhttp%253A%252F%252Fwww.vcm.com%252F%26data%3D05%257C02%257Cmdennis%2540vcm.com%257C3f410411a3c245cd272908ddba458b4f%257Cd681f1c4deb2472aa07be455ec360877%257C0%257C0%257C638871530052510662%257CUnknown%257CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%253D%253D%257C0%257C%257C%257C%26sdata%3Dy2R96Z9R2SPdAbbvyg1tjrq%252F7EfGvcq0zosL6EAHYAE%253D%26reserved%3D0&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=www.vcm.com&index=2&md5=e981590cb4682cb29bd05b0911e0bcc2)\nor follow us on Facebook\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnam10.safelinks.protection.outlook.com%2F%3Furl%3Dhttps%253A%252F%252Fwww.facebook.com%252Fvictorycapitalmanagement%26data%3D05%257C02%257Cmdennis%2540vcm.com%257C3f410411a3c245cd272908ddba458b4f%257Cd681f1c4deb2472aa07be455ec360877%257C0%257C0%257C638871530052552444%257CUnknown%257CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%253D%253D%257C0%257C%257C%257C%26sdata%3DvaPDKJ%252BS0iyt5OmCtZ%252BtTS7BbymgSRDFygpzBEk79s0%253D%26reserved%3D0&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=Facebook&index=3&md5=770aa13904a93465f939efc548fb7251)\n, Twitter (X)\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnam10.safelinks.protection.outlook.com%2F%3Furl%3Dhttps%253A%252F%252Fx.com%252FVCMtweets%26data%3D05%257C02%257Cmdennis%2540vcm.com%257C3f410411a3c245cd272908ddba458b4f%257Cd681f1c4deb2472aa07be455ec360877%257C0%257C0%257C638871530052574155%257CUnknown%257CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%253D%253D%257C0%257C%257C%257C%26sdata%3Dv28kZaT39%252Bf62EjBCIfrntI0WPyH8HbSJRP9%252F0EpJKc%253D%26reserved%3D0&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=Twitter+%28X%29&index=4&md5=f6059084dffaa1d3e697167ec7ff2c37)\n, and LinkedIn\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnam10.safelinks.protection.outlook.com%2F%3Furl%3Dhttps%253A%252F%252Fwww.linkedin.com%252Fcompany%252Fvictory-capital-management%252F%26data%3D05%257C02%257Cmdennis%2540vcm.com%257C3f410411a3c245cd272908ddba458b4f%257Cd681f1c4deb2472aa07be455ec360877%257C0%257C0%257C638871530052592090%257CUnknown%257CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%253D%253D%257C0%257C%257C%257C%26sdata%3DZyb2Uz0fYhQCiof%252FvTr3u9V%252BsekdAfJTEGKOQb6OZ%252Bk%253D%26reserved%3D0&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=LinkedIn&index=5&md5=c1e320f79a4bd7987d97a44250b82242)\n.\n\nAbout First Eagle Investments\n\nFirst Eagle Investments is an independent, privately owned investment\nmanagement firm headquartered in New York with approximately $222 billion in\nassets under management as of July 31, 2026. Dedicated to providing prudent\nstewardship of client assets, the firm focuses on active, fundamental and\nbenchmark-agnostic investing, with a strong emphasis on downside mitigation.\nWith a heritage dating back to 1864, First Eagle strives to help clients avoid\npermanent impairment of capital and earn attractive returns through widely\nvaried economic cycles. The firm’s investment capabilities include equity,\nfixed income, alternative credit and multi-asset strategies.\n\nAbout Genstar Capital\n\nGenstar Capital (www.gencap.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.gencap.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=www.gencap.com&index=6&md5=69090ad3dee94cd2293c3bcb245bcd56)\n) is a leading private equity firm that has been actively investing in\nhigh-quality companies for over 35 years. Based in San Francisco, Genstar\nworks in partnership with its management teams and its network of strategic\nadvisors to transform its portfolio companies into industry-leading\nbusinesses. Genstar currently has approximately $51 billion of assets under\nmanagement and targets investments focused on targeted segments of the\nfinancial services, industrials, healthcare, and software industries.\n\nForward-Looking Statements\n\nThis press release and the accompanying investor presentation contain\nforward-looking statements within the meaning of the Private Securities\nLitigation Reform Act of 1995 and other applicable U.S. federal and non-U.S.\nsecurities laws. Forward-looking statements can be identified by words such as\n\"anticipate,\" \"believe,\" \"estimate,\" \"expect,\" \"intend,\" \"plan,\" \"project,\"\n\"target,\" \"will,\" \"would,\" \"could,\" \"should,\" \"may\" and similar expressions,\nor by discussions of strategy, objectives or future performance. These\nstatements include, without limitation, statements regarding the expected\ntiming and completion of the proposed acquisition of First Eagle; the\nanticipated benefits of the transaction, including expected net expense\nsynergies, earnings accretion, revenue, Adjusted EBITDA, Adjusted EBITDA\nmargin, fee rate, organic growth and net flows; pro forma financial, operating\nand asset under management metrics; the Company’s expected capital\nstructure, indebtedness, net leverage and pace of de-levering; the expected\ntreatment of First Eagle's investment teams, brands, products and platforms\nfollowing closing; statements regarding the Company's longer-term growth\nobjectives; and the future performance of the combined company.\nForward-looking statements are not historical facts. They reflect the\nCompany's current expectations, estimates and assumptions, are inherently\nsubject to significant business, economic, competitive and regulatory\nuncertainties and contingencies that are difficult to predict, and are not\nguarantees of future performance. Actual results may differ materially.\n\nAlthough it is not possible to identify all such risks and factors, they\ninclude, among others: the risk that one or more conditions to closing is not\nsatisfied and that the transaction is not completed on the anticipated\ntimeline or at all, including the failure to obtain required regulatory\napprovals or required client and fund board consents; the risk that the merger\nagreement is terminated; the risk that the Company's shareholders do not\napprove the issuance of equity in connection with the transaction; dilution to\nexisting shareholders resulting from the issuance of common stock and\nnon-voting convertible preferred stock, including on a fully diluted,\nas-converted basis; risks relating to the financing of the transaction,\nincluding the availability, cost and terms of debt financing, prevailing\ninterest rates, the Company's ability to syndicate the financing on expected\nterms, the substantial increase in the Company's indebtedness, restrictions\nimposed by the terms of that indebtedness, and the Company's ability to\nde-lever on the anticipated timeline; the possibility of adverse changes in\nthe Company's credit ratings; the risk that anticipated net expense synergies\nare not realized in the amounts or within the timeframe expected, or at all,\nand that the costs to achieve them exceed current estimates; risks relating to\nintegration, including the diversion of management attention, the retention of\nkey investment professionals, distribution personnel and other employees, the\nretention of clients and assets, the integration of operations, technology and\nadministrative functions, and decisions regarding branding and the\nrationalization of products, strategies or teams; the fact that financial and\noperating information regarding First Eagle used in preparing the estimates in\nthis press release is derived from a privately held company, has not been\nindependently verified or audited, and is based in part on representations of\nFirst Eagle's management and on the Company's due diligence, which may prove\nincomplete or inaccurate; risks relating to investment performance and net\nclient cash flows, including that historical net flows, investment performance\nand Morningstar ratings are not indicative of future results and that ratings\nand rankings are subject to change; the sensitivity of assets under\nmanagement, revenue and earnings to conditions in the financial markets and to\nchanges in interest rates, credit spreads and asset valuations; the Company's\ndependence on third-party distribution relationships, including its global\ndistribution arrangements; competitive pressure and ongoing consolidation in\nthe asset management industry; the incurrence of significant transaction,\nfinancing and integration expenses; the risk of litigation or regulatory\nproceedings relating to the transaction; general economic, market,\ngeopolitical and regulatory conditions; and the other risks and factors\ndescribed under \"Risk Factors\" and elsewhere in the Company's Annual Report on\nForm 10-K for the year ended December 31, 2025, its subsequent Quarterly\nReports on Form 10-Q, and its other filings with the U.S. Securities and\nExchange Commission.\n\nAny forward-looking statement speaks only as of the date on which it is made.\nExcept as required by law, the Company assumes no obligation to update or\nrevise any forward-looking statement, whether as a result of new information,\nfuture events or otherwise.\n\nNon-GAAP Financial Measures\n\nThis press release contains non-GAAP financial measures, including Adjusted\nEBITDA, Adjusted EBITDA margin, adjusted earnings per share and net leverage,\npresented on a Victory Capital standalone, First Eagle standalone and/or pro\nforma combined basis. These measures are not calculated in accordance with\nU.S. generally accepted accounting principles and should not be considered in\nisolation from, or as substitutes for, the most directly comparable GAAP\nmeasures. Pro forma figures are estimates presented for illustrative purposes\nonly, are based on assumptions the Company believes to be reasonable, and do\nnot purport to represent what the combined company's results actually would\nhave been had the transaction been completed on the dates indicated, or to\nproject results for any future period. Reconciliations of non-GAAP measures to\nthe most directly comparable GAAP measures, to the extent available without\nunreasonable effort, are included in the investor presentation available at\nhttps://ir.vcm.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fir.vcm.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=https%3A%2F%2Fir.vcm.com&index=7&md5=4432277803aebac8d17dc9a080a1ebab)\n. Anticipated synergies are estimates only, are subject to the risks described\nabove, and are not guarantees of future results.\n\nImportant Additional Information and Where to Find It\n\nThis communication is being issued in connection with the proposed acquisition\nof First Eagle Investments by the Company. In connection with the transaction,\nthe Company intends to file a proxy statement and certain other documents\nregarding the transaction with the SEC. The definitive version of the proxy\nstatement (if and when available) will be mailed to the Company's\nstockholders.\n\nINVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT\n(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT\nDOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR\nENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT\nINFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.\n\nInvestors and security holders may obtain, free of charge, copies of the proxy\nstatement (when available) and other documents filed with the SEC through the\nwebsite maintained by the SEC at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=www.sec.gov&index=8&md5=f269dbc1d8a873beb218e9e14226e08d)\nor the investor relations section of the Company's website at\nhttps://ir.vcm.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fir.vcm.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=https%3A%2F%2Fir.vcm.com&index=9&md5=fe0540ee864be140b62b22a42a406927)\n.\n\nParticipants in the Solicitation\n\nThe Company and certain of its directors, executive officers and other\nemployees may be deemed to be “participants” in the solicitation of\nproxies from the Company's stockholders with respect to the special meeting of\nstockholders that will be held to consider and vote upon the approval of the\nshare issuance in connection with the proposed transaction. Additional\ninformation regarding the identity of the participants, and their respective\ndirect and indirect interests in the transaction, by security holdings or\notherwise, will be set forth in the proxy statement and other materials to be\nfiled with the SEC in connection with the transaction (if and when they become\navailable). Information relating to the Company's executive officers and\ndirectors can also be found in the Company's proxy statement for its 2026\nannual meeting of stockholders filed with the SEC.\n\nPerformance Disclosures\n\nPast performance is not indicative of future results.\n\nAll investments carry a certain degree of risk, including the possible loss of\nprincipal, and an investment should only be made with an understanding of the\nrisks involved with owning a particular security or asset class. You are\nencouraged to seek professional advice regarding the best options for your\nparticular circumstances.\n\nA fund’s most recent performance can be found at firsteagle.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Ffirsteagle.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=firsteagle.com&index=10&md5=428bae4de5aac9e5c3a259ef2f4af8b8)\n. 8% of AUM in First Eagle mutual funds and ETFs rated by Morningstar did not\nreceive overall rating of 4 or 5 stars. 9.9% of AUM in First Eagle mutual\nfunds and ETFs is not rated. Funds and share classes not rated by Morningstar\nare excluded from the analysis. Not all share classes considered are available\nto the general public and not all funds included have a history to be included\nin each period. Had fees not been waived and/or expenses reimbursed currently\nor in the past, the Morningstar ratings could have been lower. The following\ncopyright pertains only to the Morningstar information. ©2026 Morningstar,\nInc. All rights reserved. The Morningstar information contained herein: (1) is\nproprietary to Morningstar; (2) may not be copied; and (3) is not warranted to\nbe accurate, complete or timely. Neither Morningstar nor its content providers\nare responsible for any damages or losses arising from any use of this\ninformation. Visit firsteagle.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Ffirsteagle.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=firsteagle.com&index=11&md5=b997e93df333e5d877ae2f7b3a60a8c7)\nfor more information.\n\nAUM Disclosures\n\nThe First Eagle total AUM represents the combined AUM and assets under\nadvisement of First Eagle Investment Management, LLC, First Eagle Separate\nAccount Management, LLC, Napier Park Global Capital (Napier Park), First Eagle\nAlternative Credit (FEAC), and Diamond Hill Capital Management, LLC as of\n31-Jul-2026. It includes $3.3 billion in committed/non-fee-paying capital from\nNapier Park, inclusive of assets managed by RLM and CMV, and $0.8 billion in\ncommitted/non-fee-paying capital from FEAC. For CLO warehouses, AUM represents\nmaximum commitment (loan par value). As of 5-Sep-2025, Napier Park and FEAC\ninvestment activities are unified under Napier Park’s brand and management.\nFirst Eagle Alternative Credit, LLC is a distinct registered investment\nadvisor within the Napier Park platform, acting in sub-advisory capacity to a\nnumber of First Eagle’s registered funds.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260826583097/en/\n(https://www.businesswire.com/news/home/20260826583097/en/)\n\nInvestors: \n\nCarly Thomas\n\nDirector, Investor Relations and Responsible Business\n\n210-694-9658\n\ncthomas@vcm.com (mailto:cthomas@vcm.com)\n\nMedia: \n\nJessica Davila Burgess\n\nDirector of Global Communications\n\n210-694-9693\n\nJessica_davila@vcm.com (mailto:Jessica_davila@vcm.com)\n\nFirst Eagle Investments \n\nPholida Barclay\n\n212-698-3208\n\npholida.barclay@firsteagle.com (mailto:pholida.barclay@firsteagle.com)\n\nGenstar Capital \n\nFGS Global\n\nGenstarCapital@FGSGlobal.com (mailto:GenstarCapital@FGSGlobal.com)\n\n\nCopyright Business Wire 2026","article_body_html":"","raw_payload":{"data":{"id":"nBw4QRNyDa","title":"Victory Capital to Acquire First Eagle Investments, Creating a $571 Billion Diversified Global Asset Manager","author":"Business Wire","ticker":"VCTR","created":"2026-08-26T10:30:00.081Z","tickers":["VCTR"],"exchange":"NASDAQ","article_body":"Victory Capital to Acquire First Eagle Investments, Creating a $571 Billion\nDiversified Global Asset Manager\n\nAdds a differentiated global value multi-asset capability, complementary\nequity and fixed income capabilities, and a scaled CLO and alternative credit\nplatform\n\nEnhances Victory Capital's organic growth profile through a multi-year history\nof positive net flows, broadened investment capabilities, and strong\ninvestment performance\n\nExpands distribution reach across channels\n\nFirst Eagle will operate on Victory Capital's platform, while retaining its\nbrand, investment autonomy, and existing investment processes\n\nVictory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or “the\nCompany”) today announced that it has entered into a definitive agreement to\nacquire 100% of First Eagle Investments (“First Eagle”), an independent,\nprivately held global asset manager with approximately $222 billion in assets\nunder management (“AUM”) as of July 31, 2026, from Genstar Capital\n(“Genstar”) and First Eagle employees.\n\nUpon closing, the combined company is expected to have approximately $571\nbillion in total client assets, positioning Victory Capital as one of the\nlargest publicly traded traditional asset managers in the U.S.\n\n\"This is a transformational transaction that represents the next chapter in\nthe evolution of our business,” said David Brown, Chairman and Chief\nExecutive Officer of Victory Capital. \"First Eagle is a premier global asset\nmanager, with a diversified product lineup spanning global multi-asset,\nequities, fixed income, and a scaled alternatives platform that includes CLOs\nand alternative credit. It brings positive net flows in each of the last three\nyears and year to date, as well as investment capabilities that are highly\ncomplementary to our own. This transaction enriches Victory Capital’s talent\npool, gives us additional scale to invest even more in our overall platform,\nand amplifies our distribution depth and breadth in the U.S., as well as\noutside the U.S. through our strategic partnership with Amundi. It makes our\ncompany better, more competitive and more resilient through all market cycles.\nOur clients gain access to a broader set of investment capabilities and deeper\nresources, and our shareholders benefit from the enhanced scale and earnings\npower of the combined company.”\n\nFirst Eagle will operate on Victory Capital's platform, while retaining its\nbrand, investment autonomy, and, most importantly, its existing investment\nprocesses — the same model that has made Victory Capital’s prior\ntransactions successful. First Eagle's $41 billion CLO and alternative credit\nplatform will serve as the combined company’s alternative investments\nplatform post-closing. Victory Capital and First Eagle will work together to\nensure a seamless transition for clients, including continuity in how their\nmoney is managed and how they are served.\n\n“I believe this transaction is a very positive development for First Eagle\nand, most importantly, for our clients. First Eagle’s distinctive investment\nteams will continue to operate autonomously, with no change to the investment\nphilosophies and processes that have earned our clients’ confidence over\ntime,” said Mehdi Mahmud, President and Chief Executive Officer of First\nEagle. “Clients will also benefit from the materially larger distribution\nfootprint of the combined entity. I expect the combined company’s scale,\nstatus as a publicly traded company, and ability to invest in the business for\nthe long term will be a source of strength in the years ahead. The key\nstakeholders in our business have enthusiastically affirmed their support for\nthis transaction.”\n\n“We’re excited to partner with Victory Capital. We have known the firm and\nits leadership for a long time and could not be more enthusiastic about what\nthis means for clients of both organizations,” said Tony Salewski, Managing\nPartner at Genstar. “Mehdi and the First Eagle team have done an outstanding\njob building a market-leading investment firm, and Victory Capital is the\nright permanent partner for First Eagle to build on that success. I look\nforward to what the combined platform can accomplish.”\n\nStrategic and Financial Benefits\n\nA broader platform and a strong investment performance record\n\nFirst Eagle has approximately $222 billion in AUM across global value\nmulti-asset, equities and fixed income, including a scaled $41 billion CLO and\nalternative credit platform, with 92% of its rated mutual fund and ETF AUM\nhaving achieved an overall four- or five-star Morningstar rating.\n\nEnhanced organic growth profile and expanded reach\n\nFirst Eagle has generated positive net flows in each of the last three years\nand is net flow positive year to date through July 31, 2026. The transaction\ncreates a materially larger distribution platform across channels.\n\nMeaningful earnings accretion and enhanced scale\n\nThe transaction is expected to be approximately 35% accretive to 2027E\nadjusted earnings per share, inclusive of approximately $280 million of\nanticipated net expense synergies, creating a combined company with annual\nrevenue of approximately $3.2 billion.\n\nTransaction Details\n\nVictory Capital will acquire First Eagle for total consideration of\napproximately $7.0 billion, comprising approximately $4.4 billion in cash and\n$2.0 billion in newly issued Victory Capital equity. In addition, Victory\nCapital will assume $575 million of First Eagle's existing 7.25% senior\nsecured notes due 2032.\n\nFollowing the transaction, Genstar is expected to own approximately 14.6% of\nVictory Capital on a fully diluted, as-converted basis, with its voting\ninterest limited to 4.9%. The balance of its economic interest will be held in\nNon-Voting Convertible Preferred stock. Genstar's entire position will be\nsubject to a three-year lock-up period.\n\nGenstar will be entitled to designate two directors to the Victory Capital\nHoldings Board of Directors, which will expand to 11 members upon closing.\nDavid Brown will continue to serve as CEO and Chairman of the Board.\n\nThe transaction remains subject to customary closing conditions, including\ncertain regulatory approvals and client consents, and is expected to close by\nthe end of the first quarter of 2027. The issuance of Victory Capital equity\nin connection with the transaction is subject to the approval of Victory\nCapital shareholders.\n\nVictory Capital has secured fully committed financing for the transaction from\nBofA Securities and RBC Capital Markets, LLC. The financing is expected to\ncomprise of a new $3.5 billion term loan B facility and approximately $950\nmillion of new secured notes, together with an upsized $200 million revolving\ncredit facility. The Company's existing term loan B is expected to remain in\nplace.\n\nPJT Partners is acting as lead financial advisor to Victory Capital and\nrendered a fairness opinion to its Board of Directors. RBC Capital Markets\nserved as an additional financial advisor to Victory Capital. Willkie Farr\n& Gallagher LLP is acting as legal advisor to Victory Capital in\nconnection with the transaction.\n\nUBS Investment Bank is acting as lead financial advisor to First Eagle; BofA\nSecurities served as an additional financial advisor to First Eagle. Ropes and\nGray LLP is acting as legal advisor to First Eagle and Davis Polk &\nWardwell LLP is acting as legal advisor to its management in connection with\nthe transaction.\n\nWebcast and Slide Presentation\n\nVictory Capital will host a webcast at 8:00 a.m. ET today, during which David\nBrown, Chairman and Chief Executive Officer, and Michael Policarpo, President,\nChief Financial Officer and Chief Administrative Officer, will deliver\nprepared remarks on the transaction. The webcast and the accompanying slide\npresentation will be available on the Events and Presentations page of the\nCompany's investor relations website at https://ir.vcm.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fir.vcm.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=https%3A%2F%2Fir.vcm.com&index=1&md5=1aeb46cc393612b2c3307eb3919ea6e5)\n, where a replay will be posted following the event. A fact sheet on First\nEagle will be posted to the same location.\n\nAbout Victory Capital\n\nVictory Capital (NASDAQ: VCTR) is a diversified global asset management firm\nwith $348.8 billion in total client assets, as of July 31, 2026. We serve\ninstitutional, intermediary, and individual clients through our Investment\nFranchises and Solutions Platform, which manage specialized investment\nstrategies across traditional and alternative asset classes. Our\ndifferentiated approach combines the power of investment autonomy with the\nsupport of a robust, fully integrated operational and distribution platform.\nClients have access to focused, top-tier investment talent equipped with\ncomprehensive resources designed to deliver competitive long-term performance.\n\nVictory Capital is headquartered in San Antonio, Texas. To learn more, visit\nwww.vcm.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnam10.safelinks.protection.outlook.com%2F%3Furl%3Dhttp%253A%252F%252Fwww.vcm.com%252F%26data%3D05%257C02%257Cmdennis%2540vcm.com%257C3f410411a3c245cd272908ddba458b4f%257Cd681f1c4deb2472aa07be455ec360877%257C0%257C0%257C638871530052510662%257CUnknown%257CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%253D%253D%257C0%257C%257C%257C%26sdata%3Dy2R96Z9R2SPdAbbvyg1tjrq%252F7EfGvcq0zosL6EAHYAE%253D%26reserved%3D0&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=www.vcm.com&index=2&md5=e981590cb4682cb29bd05b0911e0bcc2)\nor follow us on Facebook\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnam10.safelinks.protection.outlook.com%2F%3Furl%3Dhttps%253A%252F%252Fwww.facebook.com%252Fvictorycapitalmanagement%26data%3D05%257C02%257Cmdennis%2540vcm.com%257C3f410411a3c245cd272908ddba458b4f%257Cd681f1c4deb2472aa07be455ec360877%257C0%257C0%257C638871530052552444%257CUnknown%257CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%253D%253D%257C0%257C%257C%257C%26sdata%3DvaPDKJ%252BS0iyt5OmCtZ%252BtTS7BbymgSRDFygpzBEk79s0%253D%26reserved%3D0&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=Facebook&index=3&md5=770aa13904a93465f939efc548fb7251)\n, Twitter (X)\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnam10.safelinks.protection.outlook.com%2F%3Furl%3Dhttps%253A%252F%252Fx.com%252FVCMtweets%26data%3D05%257C02%257Cmdennis%2540vcm.com%257C3f410411a3c245cd272908ddba458b4f%257Cd681f1c4deb2472aa07be455ec360877%257C0%257C0%257C638871530052574155%257CUnknown%257CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%253D%253D%257C0%257C%257C%257C%26sdata%3Dv28kZaT39%252Bf62EjBCIfrntI0WPyH8HbSJRP9%252F0EpJKc%253D%26reserved%3D0&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=Twitter+%28X%29&index=4&md5=f6059084dffaa1d3e697167ec7ff2c37)\n, and LinkedIn\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fnam10.safelinks.protection.outlook.com%2F%3Furl%3Dhttps%253A%252F%252Fwww.linkedin.com%252Fcompany%252Fvictory-capital-management%252F%26data%3D05%257C02%257Cmdennis%2540vcm.com%257C3f410411a3c245cd272908ddba458b4f%257Cd681f1c4deb2472aa07be455ec360877%257C0%257C0%257C638871530052592090%257CUnknown%257CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%253D%253D%257C0%257C%257C%257C%26sdata%3DZyb2Uz0fYhQCiof%252FvTr3u9V%252BsekdAfJTEGKOQb6OZ%252Bk%253D%26reserved%3D0&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=LinkedIn&index=5&md5=c1e320f79a4bd7987d97a44250b82242)\n.\n\nAbout First Eagle Investments\n\nFirst Eagle Investments is an independent, privately owned investment\nmanagement firm headquartered in New York with approximately $222 billion in\nassets under management as of July 31, 2026. Dedicated to providing prudent\nstewardship of client assets, the firm focuses on active, fundamental and\nbenchmark-agnostic investing, with a strong emphasis on downside mitigation.\nWith a heritage dating back to 1864, First Eagle strives to help clients avoid\npermanent impairment of capital and earn attractive returns through widely\nvaried economic cycles. The firm’s investment capabilities include equity,\nfixed income, alternative credit and multi-asset strategies.\n\nAbout Genstar Capital\n\nGenstar Capital (www.gencap.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.gencap.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=www.gencap.com&index=6&md5=69090ad3dee94cd2293c3bcb245bcd56)\n) is a leading private equity firm that has been actively investing in\nhigh-quality companies for over 35 years. Based in San Francisco, Genstar\nworks in partnership with its management teams and its network of strategic\nadvisors to transform its portfolio companies into industry-leading\nbusinesses. Genstar currently has approximately $51 billion of assets under\nmanagement and targets investments focused on targeted segments of the\nfinancial services, industrials, healthcare, and software industries.\n\nForward-Looking Statements\n\nThis press release and the accompanying investor presentation contain\nforward-looking statements within the meaning of the Private Securities\nLitigation Reform Act of 1995 and other applicable U.S. federal and non-U.S.\nsecurities laws. Forward-looking statements can be identified by words such as\n\"anticipate,\" \"believe,\" \"estimate,\" \"expect,\" \"intend,\" \"plan,\" \"project,\"\n\"target,\" \"will,\" \"would,\" \"could,\" \"should,\" \"may\" and similar expressions,\nor by discussions of strategy, objectives or future performance. These\nstatements include, without limitation, statements regarding the expected\ntiming and completion of the proposed acquisition of First Eagle; the\nanticipated benefits of the transaction, including expected net expense\nsynergies, earnings accretion, revenue, Adjusted EBITDA, Adjusted EBITDA\nmargin, fee rate, organic growth and net flows; pro forma financial, operating\nand asset under management metrics; the Company’s expected capital\nstructure, indebtedness, net leverage and pace of de-levering; the expected\ntreatment of First Eagle's investment teams, brands, products and platforms\nfollowing closing; statements regarding the Company's longer-term growth\nobjectives; and the future performance of the combined company.\nForward-looking statements are not historical facts. They reflect the\nCompany's current expectations, estimates and assumptions, are inherently\nsubject to significant business, economic, competitive and regulatory\nuncertainties and contingencies that are difficult to predict, and are not\nguarantees of future performance. Actual results may differ materially.\n\nAlthough it is not possible to identify all such risks and factors, they\ninclude, among others: the risk that one or more conditions to closing is not\nsatisfied and that the transaction is not completed on the anticipated\ntimeline or at all, including the failure to obtain required regulatory\napprovals or required client and fund board consents; the risk that the merger\nagreement is terminated; the risk that the Company's shareholders do not\napprove the issuance of equity in connection with the transaction; dilution to\nexisting shareholders resulting from the issuance of common stock and\nnon-voting convertible preferred stock, including on a fully diluted,\nas-converted basis; risks relating to the financing of the transaction,\nincluding the availability, cost and terms of debt financing, prevailing\ninterest rates, the Company's ability to syndicate the financing on expected\nterms, the substantial increase in the Company's indebtedness, restrictions\nimposed by the terms of that indebtedness, and the Company's ability to\nde-lever on the anticipated timeline; the possibility of adverse changes in\nthe Company's credit ratings; the risk that anticipated net expense synergies\nare not realized in the amounts or within the timeframe expected, or at all,\nand that the costs to achieve them exceed current estimates; risks relating to\nintegration, including the diversion of management attention, the retention of\nkey investment professionals, distribution personnel and other employees, the\nretention of clients and assets, the integration of operations, technology and\nadministrative functions, and decisions regarding branding and the\nrationalization of products, strategies or teams; the fact that financial and\noperating information regarding First Eagle used in preparing the estimates in\nthis press release is derived from a privately held company, has not been\nindependently verified or audited, and is based in part on representations of\nFirst Eagle's management and on the Company's due diligence, which may prove\nincomplete or inaccurate; risks relating to investment performance and net\nclient cash flows, including that historical net flows, investment performance\nand Morningstar ratings are not indicative of future results and that ratings\nand rankings are subject to change; the sensitivity of assets under\nmanagement, revenue and earnings to conditions in the financial markets and to\nchanges in interest rates, credit spreads and asset valuations; the Company's\ndependence on third-party distribution relationships, including its global\ndistribution arrangements; competitive pressure and ongoing consolidation in\nthe asset management industry; the incurrence of significant transaction,\nfinancing and integration expenses; the risk of litigation or regulatory\nproceedings relating to the transaction; general economic, market,\ngeopolitical and regulatory conditions; and the other risks and factors\ndescribed under \"Risk Factors\" and elsewhere in the Company's Annual Report on\nForm 10-K for the year ended December 31, 2025, its subsequent Quarterly\nReports on Form 10-Q, and its other filings with the U.S. Securities and\nExchange Commission.\n\nAny forward-looking statement speaks only as of the date on which it is made.\nExcept as required by law, the Company assumes no obligation to update or\nrevise any forward-looking statement, whether as a result of new information,\nfuture events or otherwise.\n\nNon-GAAP Financial Measures\n\nThis press release contains non-GAAP financial measures, including Adjusted\nEBITDA, Adjusted EBITDA margin, adjusted earnings per share and net leverage,\npresented on a Victory Capital standalone, First Eagle standalone and/or pro\nforma combined basis. These measures are not calculated in accordance with\nU.S. generally accepted accounting principles and should not be considered in\nisolation from, or as substitutes for, the most directly comparable GAAP\nmeasures. Pro forma figures are estimates presented for illustrative purposes\nonly, are based on assumptions the Company believes to be reasonable, and do\nnot purport to represent what the combined company's results actually would\nhave been had the transaction been completed on the dates indicated, or to\nproject results for any future period. Reconciliations of non-GAAP measures to\nthe most directly comparable GAAP measures, to the extent available without\nunreasonable effort, are included in the investor presentation available at\nhttps://ir.vcm.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fir.vcm.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=https%3A%2F%2Fir.vcm.com&index=7&md5=4432277803aebac8d17dc9a080a1ebab)\n. Anticipated synergies are estimates only, are subject to the risks described\nabove, and are not guarantees of future results.\n\nImportant Additional Information and Where to Find It\n\nThis communication is being issued in connection with the proposed acquisition\nof First Eagle Investments by the Company. In connection with the transaction,\nthe Company intends to file a proxy statement and certain other documents\nregarding the transaction with the SEC. The definitive version of the proxy\nstatement (if and when available) will be mailed to the Company's\nstockholders.\n\nINVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT\n(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT\nDOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR\nENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT\nINFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.\n\nInvestors and security holders may obtain, free of charge, copies of the proxy\nstatement (when available) and other documents filed with the SEC through the\nwebsite maintained by the SEC at www.sec.gov\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.sec.gov&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=www.sec.gov&index=8&md5=f269dbc1d8a873beb218e9e14226e08d)\nor the investor relations section of the Company's website at\nhttps://ir.vcm.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fir.vcm.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=https%3A%2F%2Fir.vcm.com&index=9&md5=fe0540ee864be140b62b22a42a406927)\n.\n\nParticipants in the Solicitation\n\nThe Company and certain of its directors, executive officers and other\nemployees may be deemed to be “participants” in the solicitation of\nproxies from the Company's stockholders with respect to the special meeting of\nstockholders that will be held to consider and vote upon the approval of the\nshare issuance in connection with the proposed transaction. Additional\ninformation regarding the identity of the participants, and their respective\ndirect and indirect interests in the transaction, by security holdings or\notherwise, will be set forth in the proxy statement and other materials to be\nfiled with the SEC in connection with the transaction (if and when they become\navailable). Information relating to the Company's executive officers and\ndirectors can also be found in the Company's proxy statement for its 2026\nannual meeting of stockholders filed with the SEC.\n\nPerformance Disclosures\n\nPast performance is not indicative of future results.\n\nAll investments carry a certain degree of risk, including the possible loss of\nprincipal, and an investment should only be made with an understanding of the\nrisks involved with owning a particular security or asset class. You are\nencouraged to seek professional advice regarding the best options for your\nparticular circumstances.\n\nA fund’s most recent performance can be found at firsteagle.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Ffirsteagle.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=firsteagle.com&index=10&md5=428bae4de5aac9e5c3a259ef2f4af8b8)\n. 8% of AUM in First Eagle mutual funds and ETFs rated by Morningstar did not\nreceive overall rating of 4 or 5 stars. 9.9% of AUM in First Eagle mutual\nfunds and ETFs is not rated. Funds and share classes not rated by Morningstar\nare excluded from the analysis. Not all share classes considered are available\nto the general public and not all funds included have a history to be included\nin each period. Had fees not been waived and/or expenses reimbursed currently\nor in the past, the Morningstar ratings could have been lower. The following\ncopyright pertains only to the Morningstar information. ©2026 Morningstar,\nInc. All rights reserved. The Morningstar information contained herein: (1) is\nproprietary to Morningstar; (2) may not be copied; and (3) is not warranted to\nbe accurate, complete or timely. Neither Morningstar nor its content providers\nare responsible for any damages or losses arising from any use of this\ninformation. Visit firsteagle.com\n(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Ffirsteagle.com&esheet=54594935&newsitemid=20260826583097&lan=en-US&anchor=firsteagle.com&index=11&md5=b997e93df333e5d877ae2f7b3a60a8c7)\nfor more information.\n\nAUM Disclosures\n\nThe First Eagle total AUM represents the combined AUM and assets under\nadvisement of First Eagle Investment Management, LLC, First Eagle Separate\nAccount Management, LLC, Napier Park Global Capital (Napier Park), First Eagle\nAlternative Credit (FEAC), and Diamond Hill Capital Management, LLC as of\n31-Jul-2026. It includes $3.3 billion in committed/non-fee-paying capital from\nNapier Park, inclusive of assets managed by RLM and CMV, and $0.8 billion in\ncommitted/non-fee-paying capital from FEAC. For CLO warehouses, AUM represents\nmaximum commitment (loan par value). As of 5-Sep-2025, Napier Park and FEAC\ninvestment activities are unified under Napier Park’s brand and management.\nFirst Eagle Alternative Credit, LLC is a distinct registered investment\nadvisor within the Napier Park platform, acting in sub-advisory capacity to a\nnumber of First Eagle’s registered funds.\n\n\n\nView source version on businesswire.com:\nhttps://www.businesswire.com/news/home/20260826583097/en/\n(https://www.businesswire.com/news/home/20260826583097/en/)\n\nInvestors: \n\nCarly Thomas\n\nDirector, Investor Relations and Responsible Business\n\n210-694-9658\n\ncthomas@vcm.com (mailto:cthomas@vcm.com)\n\nMedia: \n\nJessica Davila Burgess\n\nDirector of Global Communications\n\n210-694-9693\n\nJessica_davila@vcm.com (mailto:Jessica_davila@vcm.com)\n\nFirst Eagle Investments \n\nPholida Barclay\n\n212-698-3208\n\npholida.barclay@firsteagle.com (mailto:pholida.barclay@firsteagle.com)\n\nGenstar Capital \n\nFGS Global\n\nGenstarCapital@FGSGlobal.com (mailto:GenstarCapital@FGSGlobal.com)\n\n\nCopyright Business Wire 2026"},"type":"article","timestamp":"2026-08-26T10:30:00.193542593Z","server_sent_at_ms":1787740200193},"received_at":"2026-08-26T10:30:00.329Z","source_url":"https://www.businesswire.com/news/home/20260826583097/en/"},"analysis":{"id":"116777","press_release_id":"127861","analysis_json":{"industry":{"label":"Capital Markets","sector":"Financials"},"redFlags":["Significant increase in leverage with $3.5B term loan and $950M secured notes financing","Integration risk combining distinct investment cultures and platforms"],"eventType":"m_and_a","narrative":"Victory Capital announced a definitive agreement to acquire First Eagle Investments for approximately $7.0 billion, creating a diversified global asset manager with $571 billion in pro forma assets.\n\nThe transaction is expected to be 35% accretive to 2027 adjusted EPS and generate $280 million in net expense synergies, with pro forma annual revenue reaching approximately $3.2 billion.\n\nFinancing includes a committed $3.5 billion term loan and $950 million in secured notes from BofA and RBC Capital Markets; the deal is expected to close by Q1 2027 subject to approvals.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"Victory Capital doubles in size with $7B First Eagle acquisition targeting 35% EPS accretion."},"keyFigures":{"revenue":"$3.2 billion","dealValueUsd":7000000000,"customDimensions":{"synergies":280000000,"target_aum":222000000000,"term_loan_b":3500000000,"acquirer_aum":348800000000,"eps_accretion":"35%","pro_forma_aum":571000000000,"secured_notes":950000000,"cash_component":4400000000,"debt_assumption":575000000,"equity_component":2000000000}},"quotedText":"This is a transformational transaction that represents the next chapter in the evolution of our business","namedEntities":{"people":[{"name":"David Brown","role":"Chairman and CEO"},{"name":"Michael Policarpo","role":"President, CFO and CAO"},{"name":"Mehdi Mahmud","role":"President and CEO of First Eagle"},{"name":"Tony Salewski","role":"Managing Partner at Genstar"}],"products":[],"companies":[{"name":"First Eagle Investments","relationship":"target"},{"name":"Genstar Capital","relationship":"seller"},{"name":"BofA Securities","relationship":"financial advisor / lender"},{"name":"RBC Capital Markets","relationship":"financial advisor / lender"},{"name":"PJT Partners","relationship":"financial advisor"},{"name":"Willkie Farr & Gallagher LLP","relationship":"legal advisor"},{"name":"UBS Investment Bank","relationship":"financial advisor"},{"name":"Ropes & Gray LLP","relationship":"legal advisor"},{"name":"Davis Polk & Wardwell LLP","relationship":"legal advisor"},{"name":"Amundi","relationship":"strategic partner"}],"dollarAmounts":[{"amount":"$7.0 billion","context":"total transaction consideration"},{"amount":"$571 billion","context":"pro forma total client assets"},{"amount":"$3.2 billion","context":"pro forma annual revenue"},{"amount":"$280 million","context":"anticipated net expense synergies"},{"amount":"$4.4 billion","context":"cash consideration"},{"amount":"$2.0 billion","context":"equity consideration"},{"amount":"$575 million","context":"existing senior secured notes to be assumed"},{"amount":"$222 billion","context":"First Eagle assets under management"},{"amount":"$348.8 billion","context":"Victory Capital total client assets"}]},"materialImpact":{"score":5,"reasoning":"Transformational acquisition doubling assets under management to $571 billion with 35% expected EPS accretion and $280 million in synergies. The $7.0 billion deal significantly reshapes the competitive landscape for Victory Capital."},"tickerRelevance":{"others":[],"primary":"VCTR"},"globalImportance":55,"audienceRelevance":35,"eventTypeSecondary":[],"importanceComponents":{"dealSize":"$7.0B","accretion":"35%","eventGravity":"large-cap-m-a","sectorWeight":"financials"}},"event_type":"m_and_a","event_type_secondary":null,"sentiment":"bullish","material_impact_score":5,"narrative":"Victory Capital announced a definitive agreement to acquire First Eagle Investments for approximately $7.0 billion, creating a diversified global asset manager with $571 billion in pro forma assets.\n\nThe transaction is expected to be 35% accretive to 2027 adjusted EPS and generate $280 million in net expense synergies, with pro forma annual revenue reaching approximately $3.2 billion.\n\nFinancing includes a committed $3.5 billion term loan and $950 million in secured notes from BofA and RBC Capital Markets; the deal is expected to close by Q1 2027 subject to approvals.","key_figures":{"revenue":"$3.2 billion","dealValueUsd":7000000000,"customDimensions":{"synergies":280000000,"target_aum":222000000000,"term_loan_b":3500000000,"acquirer_aum":348800000000,"eps_accretion":"35%","pro_forma_aum":571000000000,"secured_notes":950000000,"cash_component":4400000000,"debt_assumption":575000000,"equity_component":2000000000}},"named_entities":{"people":[{"name":"David Brown","role":"Chairman and CEO"},{"name":"Michael Policarpo","role":"President, CFO and CAO"},{"name":"Mehdi Mahmud","role":"President and CEO of First Eagle"},{"name":"Tony Salewski","role":"Managing Partner at Genstar"}],"products":[],"companies":[{"name":"First Eagle Investments","relationship":"target"},{"name":"Genstar Capital","relationship":"seller"},{"name":"BofA Securities","relationship":"financial advisor / lender"},{"name":"RBC Capital Markets","relationship":"financial advisor / lender"},{"name":"PJT Partners","relationship":"financial advisor"},{"name":"Willkie Farr & Gallagher LLP","relationship":"legal advisor"},{"name":"UBS Investment Bank","relationship":"financial advisor"},{"name":"Ropes & Gray LLP","relationship":"legal advisor"},{"name":"Davis Polk & Wardwell LLP","relationship":"legal advisor"},{"name":"Amundi","relationship":"strategic partner"}],"dollarAmounts":[{"amount":"$7.0 billion","context":"total transaction consideration"},{"amount":"$571 billion","context":"pro forma total client assets"},{"amount":"$3.2 billion","context":"pro forma annual revenue"},{"amount":"$280 million","context":"anticipated net expense synergies"},{"amount":"$4.4 billion","context":"cash consideration"},{"amount":"$2.0 billion","context":"equity consideration"},{"amount":"$575 million","context":"existing senior secured notes to be assumed"},{"amount":"$222 billion","context":"First Eagle assets under management"},{"amount":"$348.8 billion","context":"Victory Capital total client assets"}]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-08-26T10:31:46.092Z","global_importance":55,"audience_relevance":35,"importance_components":{"dealSize":"$7.0B","accretion":"35%","eventGravity":"large-cap-m-a","sectorWeight":"financials"}},"durationMs":105751,"modelName":"glm-4.7"}}