Victory Capital agrees to buy First Eagle for about seven billion dollars

Victory Capital Holdings, Inc. (NASDAQ: VCTR) filed an Item 8.01 Form 8-K dated August 26, 2026, from San Antonio, Texas. The current report says the company entered a definitive agreement with Genstar Capital whereby it will acquire First Eagle Investments in exchange for cash and stock, as described in the attached press release. Exhibit 99.1 is the number of record. It says Victory will acquire 100% of First Eagle, an independent privately held global asset manager, from Genstar and First Eagle employees. This is an agreement, not a close.

Exhibit 99.1 prints total consideration of approximately $7.0 billion, comprising approximately $4.4 billion in cash and $2.0 billion in newly issued Victory Capital equity. In addition, Victory will assume $575 million of First Eagle’s existing 7.25% senior secured notes due 2032. Those two sentences stay uncombined. The two named comprising components sum to $6.4 billion; that sum is arithmetic, not a company line. Michael Policarpo’s August 26, 2026 DEFA14A remarks describe the approximately $7.0 billion mix as $2.0 billion of new equity, the assumption of $575 million of notes, and the remainder paid in cash. If that remainder is the exhibit’s approximately $4.4 billion cash line, those three objects sum to $6.975 billion, which is the exhibit’s approximately $7.0 billion. This page does not rewrite Exhibit 99.1’s comprising clause. Upon closing, the combined company is expected to have approximately $571 billion in total client assets — that line is forward-looking. Close is expected by the end of the first quarter of 2027, subject to customary closing conditions, including certain regulatory approvals and client consents. The equity issuance is subject to Victory shareholder approval. DEFA14A remarks say that vote is not a close condition because a perpetual-preferred alternative is available. First Eagle will operate on Victory’s platform while retaining its brand, investment autonomy, and existing investment processes.

What they announced

Exhibit 99.1, the press release attached to that 8-K and incorporated by reference, is the number of record for the consideration and asset lines. Victory will acquire First Eagle for total consideration of about seven billion dollars, comprising about four point four billion dollars in cash and two billion dollars in newly issued Victory equity. In addition, Victory will assume five hundred seventy-five million dollars of First Eagle’s existing 7.25% senior secured notes due 2032. The two named comprising components sum to six point four billion dollars. That sum is arithmetic, not a company print.

A second official mix sits in Victory’s August 26, 2026 DEFA14A. On the transaction-summary remarks labeled slide 9, Michael Policarpo, Victory’s president and chief financial officer, said the approximately seven billion dollar mix consists of two billion dollars of newly issued Victory equity, the assumption of five hundred seventy-five million dollars of First Eagle senior secured notes, and the remainder paid in cash. If that remainder is the exhibit’s approximately four point four billion dollar cash line, those three objects sum to six billion nine hundred seventy-five million dollars, which is the exhibit’s approximately seven billion dollars. The same DEFA14A slide table still prints two billion dollars of new equity at one hundred sixteen dollars and twenty-six cents a share with approximately four point four billion dollars in cash, and lists five hundred seventy-five million dollars as debt assumed. Policarpo also said shareholder approval of the share issuance is not a condition to closing, because an alternate funding structure of perpetual preferred securities is available. This page keeps Exhibit 99.1’s comprising clause and the DEFA14A mix sentence on separate lines. It does not rewrite the exhibit to put the assumed notes inside the comprising clause, and it does not treat the arithmetic as a missing component the exhibit named.

First Eagle had approximately two hundred twenty-two billion dollars in assets under management as of July 31, 2026. Upon closing, the combined company is expected to have approximately five hundred seventy-one billion dollars in total client assets. That combined figure is forward-looking. It is not a current Victory print.

Victory’s own July 31, 2026 print sits on a separate August 12, 2026 client-assets release: three hundred forty-five point one billion dollars of AUM, three point seven billion dollars of Other Assets, and three hundred forty-eight point eight billion dollars of Total Client Assets. The acquisition exhibit’s About block repeats only that three hundred forty-eight point eight billion total. Adding First Eagle’s AUM to Victory’s total client assets is how the expected combined line is built. The objects are not the same class of asset.

First Eagle’s AUM line is itself a combined figure. The exhibit’s AUM disclosures say it represents the combined AUM and assets under advisement of First Eagle Investment Management, First Eagle Separate Account Management, Napier Park Global Capital, First Eagle Alternative Credit, and Diamond Hill Capital Management as of July 31, 2026. It includes three point three billion dollars in committed, non-fee-paying capital from Napier Park and eight hundred million dollars from First Eagle Alternative Credit. Those disclosure lines stay on the AUM object; they are not extra consideration.

First Eagle’s forty-one billion dollar CLO and alternative credit platform will serve as the combined company’s alternative investments platform after closing. The exhibit also says 92% of First Eagle’s rated mutual fund and ETF AUM had an overall four- or five-star Morningstar rating, with the performance block warning that 8% of rated AUM did not receive those stars and 9.9% of mutual fund and ETF AUM is not rated. Past performance is not a future result.

The transaction is expected to be approximately 35% accretive to 2027E adjusted earnings per share, inclusive of approximately two hundred eighty million dollars of anticipated net expense synergies, creating a combined company with annual revenue of approximately three point two billion dollars. Those three lines are forward-looking. Adjusted EPS is a non-GAAP measure. They are not a current quarter.

Following the transaction, Genstar is expected to own approximately 14.6% of Victory on a fully diluted, as-converted basis, with its voting interest limited to 4.9%. The balance of its economic interest will be held in non-voting convertible preferred stock. Genstar’s entire position will be subject to a three-year lock-up. Genstar may designate two directors to a board that expands to 11 members upon closing. David Brown will continue as chief executive officer and chairman.

Victory says it has fully committed financing from BofA Securities and RBC Capital Markets. The financing is expected to comprise a new three point five billion dollar term loan B facility and about nine hundred fifty million dollars of new secured notes, together with an upsized two hundred million dollar revolving credit facility. The company’s existing term loan B is expected to remain in place. Those financing lines are expected, not a close.

What management said

David Brown, Victory’s chairman and chief executive, called it a transformational transaction and the next chapter in the firm’s evolution. First Eagle, he said, is a premier global asset manager with a diversified lineup spanning global multi-asset, equities, fixed income, and a scaled alternatives platform that includes CLOs and alternative credit. He said it brings positive net flows in each of the last three years and year to date, capabilities complementary to Victory’s, more scale to invest in the platform, and more distribution depth, including outside the United States through Victory’s strategic partnership with Amundi.

Mehdi Mahmud, First Eagle’s president and chief executive, said the distinctive investment teams will continue to operate autonomously, with no change to the investment philosophies and processes that have earned clients’ confidence. Clients, he said, will also benefit from a larger distribution footprint, and he expects the combined company’s scale, public-company status, and ability to invest for the long term to be a source of strength.

Tony Salewski, a Genstar managing partner, said Genstar has known Victory and its leadership for a long time and called Victory the right permanent partner for First Eagle. Those are the three official quotes on the exhibit. This page does not invent a fourth.

Why it matters

If it closes, a public traditional asset manager absorbs a privately held global shop and keeps that shop’s name on the door. The alternatives sleeve is the forty-one billion dollar CLO and alternative credit book, not a new strategy Victory is claiming to have built overnight.

The five hundred seventy-one billion dollar combined line is the exhibit’s scale claim. It is expected total client assets upon closing. It is not Victory’s July print, and it is not First Eagle’s stand-alone AUM. Readers who collapse those three objects will overstate what is already on the books.

The 35% accretion line is 2027E adjusted earnings per share, including anticipated net expense synergies. It is not GAAP, not 2026, and not a reported quarter. The eight-K is soliciting material under Rule 14a-12. Victory intends to file a proxy statement for the share issuance. Investors are told to read that proxy when it exists. This page does not recap a Victory earnings release.

What to watch

Whether the close happens by the end of the first quarter of 2027; whether required regulatory approvals and client consents arrive; whether Victory shareholders approve the equity issuance or the DEFA14A perpetual-preferred alternative is used; whether a later proxy, merger agreement, 8-K, or issuer correction states one total that equals cash plus equity plus assumed notes, or keeps the exhibit’s two-clause structure next to the DEFA14A mix. This page does not invent a VCTR tape or a First Eagle ticker.