Victory Capital (VCTR) Proxy filing summary

Executive summary

• Agreement and Plan of Merger signed for a two-step acquisition of First Eagle by means of mergers with Fortify Holdings 1, Inc. and Fortify Holdings 2, LLC, with the latter as the surviving entity.

• Consideration includes cash, newly issued common stock (4.9% post-closing), and Series B Non-Voting Convertible Preferred Stock, with adjustments based on client consents and post-closing true-ups.

• Closing is subject to regulatory approvals, client consents representing at least 75% of base revenue, and absence of material adverse effects.

• The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Code.

• Forward-looking statements highlight anticipated synergies, earnings accretion, and integration risks.

Voting matters and shareholder proposals

• Issuance of common and preferred stock as merger consideration requires approval by a majority of stockholders present at a special meeting.

• If approval is not obtained, share consideration is capped at 19.9% of outstanding common stock, with the balance in perpetual preferred stock.

• Proxy statement will be filed and mailed to stockholders for voting on the transaction.

Board of directors and corporate governance

• Seller (Genstar) will have rights to nominate two board members while holding at least 50% of its share amount, and one member while holding at least 33%.

• Seller and Genstar are subject to a three-year lock-up and standstill, limiting additional equity acquisitions.