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Get filing alertsVictory Capital to acquire First Eagle in cash-and-stock deal with up to $4.65B committed financing
Filed August 31, 2026 · Period ending August 25, 2026 · ~1 min read
Key Changes
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Victory Capital agreed to acquire First Eagle via a two-step merger, subject to regulatory approvals, client consents, and customary closing conditions.
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Seller to receive cash, common stock equal to 4.9% of post-closing shares, and new non-voting convertible preferred stock; price adjustable for debt, cash, working capital, and client consents.
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Closing requires client consents covering at least 75% of First Eagle's base revenue run-rate; price adjusts if consents fall below 92.5%.
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Bank of America and RBC committed up to $3.5B term loan, up to $200M revolver, and up to $950M bridge facility to fund the deal.
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If stockholder approval for share issuance is not obtained, seller receives perpetual preferred stock with 8.0% initial dividend, stepping up 1.0% annually to 15.0% cap.
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Summary
Victory Capital Holdings announced an agreement to acquire First Eagle through a two-step merger. The seller will receive a combination of cash, common stock representing 4.9% of post-closing shares, and a new class of non-voting convertible preferred stock. The purchase price is subject to adjustments tied to First Eagle's debt, cash, working capital, and client consents.
Closing requires client consents covering at least 75% of First Eagle's base revenue run-rate, with price adjustments if consents fall below 92.5%. To fund the acquisition, Bank of America and Royal Bank of Canada have committed to provide up to $3.5 billion in term loans, a up to $200 million revolving facility, and a up to $950 million bridge facility.
If stockholder approval for the share issuance is not obtained, the seller would instead receive cumulative perpetual preferred stock with an initial 8.0% dividend rate that steps up 1.0% annually to a 15.0% cap. The deal is subject to regulatory approvals and other customary closing conditions. The unregistered issuance of merger consideration shares relies on private placement exemptions under Section 4(a)(2) and Rule 506.
Section-by-Section Diff
Event · Item 3.02 — Unregistered Sales of Equity Securities
Victory Capital discloses unregistered issuance of stock to Seller as merger consideration under Section 4(a)(2)/Rule 506.
Added in current filing · verify on EDGAR →
Such shares to be issued to Seller as consideration under the Merger Agreement will be issued to Seller in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 under the Securities Act.
The company will issue shares of common stock, convertible preferred stock, and perpetual preferred stock to the Seller as merger consideration without registering them under the Securities Act, relying on the private placement exemption in Section 4(a)(2) and/or Rule 506. This is a routine disclosure for merger-related stock issuance to a limited number of sophisticated parties.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 1, 2026 · How we verify