Victory Capital (VCTR) Proxy filing summary

Executive summary

• Entered into a definitive agreement to acquire First Eagle Investments for $7.0 billion in cash and stock, with closing expected by end of Q1 2027, subject to regulatory and shareholder approvals.

• Combined entity will have approximately $571 billion in client assets, enhancing scale and positioning as a leading U.S. asset manager.

• First Eagle will retain its brand and investment autonomy, operating on the acquirer's platform to ensure continuity for clients.

• Transaction expected to be 35% accretive to 2027E adjusted EPS, with $280 million in anticipated net expense synergies and combined annual revenue of $3.2 billion.

• Fully committed financing secured, including a $3.5 billion term loan B, $950 million in new secured notes, and a $200 million revolving credit facility.

Voting matters and shareholder proposals

• Shareholder approval required for the issuance of equity in connection with the transaction.

• Proxy statement and related materials will be filed with the SEC and mailed to shareholders for voting at a special meeting.

Board of directors and corporate governance

• Board will expand to 11 members post-closing, with Genstar Capital entitled to designate two directors.

• CEO and Chairman David Brown will continue in his roles after the transaction.

• Genstar's voting interest will be limited to 4.9%, with the remainder held as non-voting convertible preferred stock, subject to a three-year lock-up.