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Victory Capital agrees to buy First Eagle for about seven billion dollars
Victory Capital (NASDAQ: VCTR) agreed August 26, 2026 to buy 100% of First Eagle from Genstar and employees. About $7.0 billion is cash and new equity; notes are assumed separately. Close is expected by end of Q1 2027, subject to approvals.
Marcus Hale · TickerGrove Financials Desk · Published 08-27-2026 · Victory Capital Holdings, Inc.
Sources
Victory Capital Holdings Form 8-K, Item 8.01, dated August 26, 2026; Exhibit 99.1 independently re-read as the number of record; same-day DEFA14A prepared remarks and slide table compared for the consideration mix; matching BusinessWire wire compared; Victory Capital Reports July 2026 Total Client Assets, Exhibit 99.1 dated August 12, 2026, used only for the standalone July 31, 2026 AUM / Other Assets / Total Client Assets split. Combined assets, accretion, synergies, combined revenue, and the close window are forward-looking on the acquisition exhibit. The $6.4 billion and $6.975 billion lines are arithmetic of named objects, not company-stated totals.
- Consideration
- approximately $7.0 billion
- First Eagle AUM
- approximately $222 billion
- Close window
- end of the first quarter of 2027
Exhibit 99.1 comprises the $7.0 billion as $4.4 billion of cash and $2.0 billion of equity; those two objects add to $6.4 billion. DEFA14A’s mix of equity, assumed notes, and remainder cash adds to $6.975 billion if remainder cash is the exhibit cash line. Combined assets, accretion, synergies, and combined revenue are forward-looking. No VCTR tape. No First Eagle ticker.
Victory Capital Form 8-K Exhibit 99.1, August 26, 2026
TickerGrove
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.
What changed
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.
An agreement is not a close, and expected assets are not a current print
Victory and First Eagle signed a definitive agreement. That is not the same as the deal having closed. About seven billion dollars is the printed total consideration. The named cash and stock add to six point four billion dollars. That sum is arithmetic. Assumed notes sit on a separate exhibit line. The five hundred seventy-one billion dollar combined-assets figure is expected upon closing. It is not Victory’s July print.
Keep the exhibit comprising clause, the $6.4 billion arithmetic, and the DEFA14A mix on separate lines
Use approximately $7.0 billion as the exhibit’s stated total consideration comprising approximately $4.4 billion cash and $2.0 billion new Victory equity. Those two named objects add to $6.4 billion; that sum is arithmetic, not a company line. Use $575 million as assumed 7.25% notes due 2032, in addition on the exhibit. Use the DEFA14A mix — $2.0 billion equity, $575 million notes, remainder cash — on its own line. If that remainder is the exhibit’s approximately $4.4 billion cash, the three objects add to $6.975 billion. Use $116.26 as the DEFA14A slide’s equity price, not a VCTR tape. Use approximately $222 billion as First Eagle AUM as of July 31, 2026, with the AUM-and-AUA disclosure including $3.3 billion and $800 million of committed, non-fee-paying capital. Use $345.1 billion / $3.7 billion / $348.8 billion as Victory’s standalone July 31, 2026 split from the August 12, 2026 client-assets release. Use approximately $571 billion as expected combined total client assets upon closing. The 35% accretion, approximately $280 million of anticipated net expense synergies, and approximately $3.2 billion combined annual revenue are forward-looking; adjusted EPS is non-GAAP. First Eagle is privately held; do not invent a ticker.
What we do not know
This page does not invent a VCTR share-price move or a First Eagle ticker. It does not treat approximately $571 billion as a current print. The $6.4 billion and $6.975 billion lines are arithmetic of named objects, not company-stated totals. This page does not rewrite Exhibit 99.1’s comprising clause. It does not recap a Victory earnings quarter. The 35% accretion line is 2027E adjusted EPS, inclusive of anticipated net expense synergies, and is forward-looking non-GAAP. Combined annual revenue of approximately $3.2 billion is the same class of forward-looking claim.
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Sources & evidence
Primary documents used for this piece. Internal claim-lineage notes stay off this page.
Victory Capital acquisition of First Eagle Investments
Victory Capital Form 8-K Exhibit 99.1, August 26, 2026
Definitive agreement announced August 26, 2026
Victory Capital acquisition of First Eagle Investments
Arithmetic of exhibit cash, equity, and assumed notes if DEFA14A remainder cash is the exhibit cash line, August 26, 2026
Victory Capital Holdings, Inc.
Victory Capital Reports July 2026 Total Client Assets, August 12, 2026
Total AUM as of July 31, 2026
Victory Capital Holdings, Inc.
Victory Capital Form 8-K, Item 8.01, August 26, 2026
Form 8-K dated August 26, 2026
Victory Capital Holdings, Inc.
BusinessWire distribution of the same August 26, 2026 release
2026-08-26
Figures used in this article
Exhibit 99.1 comprises the $7.0 billion as $4.4 billion of cash and $2.0 billion of equity; those two objects add to $6.4 billion. DEFA14A’s mix of equity, assumed notes, and remainder cash adds to $6.975 billion if remainder cash is the exhibit cash line. Combined assets, accretion, synergies, and combined revenue are forward-looking. No VCTR tape. No First Eagle ticker.
Figure
100%
- Entity
- Victory Capital acquisition of First Eagle Investments
- Period / as-of
- Definitive agreement announced August 26, 2026
- Unit / basis
- equity interest acquired from Genstar Capital and First Eagle employees; agreement, not a close
Figure
approximately $7.0 billion
- Entity
- Victory Capital acquisition of First Eagle Investments
- Period / as-of
- Total consideration stated August 26, 2026
- Unit / basis
- USD; comprising cash and newly issued Victory equity; does not include assumed notes
Figure
approximately $4.4 billion
- Entity
- Victory Capital acquisition of First Eagle Investments
- Period / as-of
- Cash portion of consideration stated August 26, 2026
- Unit / basis
- USD cash; part of the approximately $7.0 billion comprising line
Figure
$2.0 billion
- Entity
- Victory Capital acquisition of First Eagle Investments
- Period / as-of
- Newly issued Victory Capital equity stated August 26, 2026
- Unit / basis
- USD equity consideration; subject to Victory shareholder approval
Figure
$6.4 billion
- Entity
- Victory Capital acquisition of First Eagle Investments
- Period / as-of
- Arithmetic of the two named Exhibit 99.1 comprising components, August 26, 2026
- Unit / basis
- USD; approximately $4.4 billion cash plus $2.0 billion equity; arithmetic, not a company-stated total
Figure
$575 million
- Entity
- First Eagle 7.25% senior secured notes due 2032
- Period / as-of
- Assumed indebtedness stated August 26, 2026
- Unit / basis
- USD principal assumed in addition to the approximately $7.0 billion comprising line
Figure
$6.975 billion
- Entity
- Victory Capital acquisition of First Eagle Investments
- Period / as-of
- Arithmetic of exhibit cash, equity, and assumed notes if DEFA14A remainder cash is the exhibit cash line, August 26, 2026
- Unit / basis
- USD; approximately $4.4 billion cash plus $2.0 billion equity plus $575 million assumed notes; arithmetic, not a company-stated third total
Figure
$116.26
- Entity
- Victory Capital newly issued equity
- Period / as-of
- DEFA14A slide 9 consideration mix, August 26, 2026
- Unit / basis
- USD per share of newly issued Victory Capital equity on the slide table; not a VCTR tape
Figure
7.25%
- Entity
- First Eagle senior secured notes due 2032
- Period / as-of
- Coupon on the assumed notes stated August 26, 2026
- Unit / basis
- % coupon; not a Victory borrowing cost print
Figure
2032
- Entity
- First Eagle 7.25% senior secured notes
- Period / as-of
- Maturity year stated August 26, 2026
- Unit / basis
- calendar year of maturity
Figure
approximately $222 billion
- Entity
- First Eagle Investments
- Period / as-of
- AUM as of July 31, 2026
- Unit / basis
- USD AUM; combined AUM and assets under advisement of named First Eagle entities, including committed/non-fee-paying capital
Figure
approximately $571 billion
- Entity
- Victory Capital and First Eagle combined
- Period / as-of
- Expected total client assets upon closing
- Unit / basis
- USD total client assets; forward-looking; not a current Victory print
Figure
$345.1 billion
- Entity
- Victory Capital Holdings, Inc.
- Period / as-of
- Total AUM as of July 31, 2026
- Unit / basis
- USD AUM; standalone Victory print, not the expected combined line
Figure
$3.7 billion
- Entity
- Victory Capital Holdings, Inc.
- Period / as-of
- Other Assets as of July 31, 2026
- Unit / basis
- USD Other Assets; standalone Victory print
Figure
$348.8 billion
- Entity
- Victory Capital Holdings, Inc.
- Period / as-of
- Total Client Assets as of July 31, 2026
- Unit / basis
- USD Total Client Assets; AUM plus Other Assets; standalone Victory print repeated in the acquisition About block
Figure
$3.3 billion
- Entity
- Napier Park Global Capital within First Eagle AUM
- Period / as-of
- Committed/non-fee-paying capital included in First Eagle AUM as of July 31, 2026
- Unit / basis
- USD committed/non-fee-paying capital, inclusive of assets managed by RLM and CMV
Figure
$0.8 billion
- Entity
- First Eagle Alternative Credit within First Eagle AUM
- Period / as-of
- Committed/non-fee-paying capital included in First Eagle AUM as of July 31, 2026
- Unit / basis
- USD committed/non-fee-paying capital
Figure
$41 billion
- Entity
- First Eagle CLO and alternative credit platform
- Period / as-of
- As stated August 26, 2026; to serve as the combined alternatives platform post-closing
- Unit / basis
- USD; scaled CLO and alternative credit platform
Figure
approximately 35%
- Entity
- Victory Capital acquisition of First Eagle Investments
- Period / as-of
- Expected accretion to 2027E adjusted EPS
- Unit / basis
- % accretion to 2027E adjusted EPS; forward-looking; non-GAAP; inclusive of anticipated net expense synergies
Figure
approximately $280 million
- Entity
- Victory Capital acquisition of First Eagle Investments
- Period / as-of
- Anticipated net expense synergies stated August 26, 2026
- Unit / basis
- USD anticipated net expense synergies; forward-looking; not a guarantee
Figure
approximately $3.2 billion
- Entity
- Victory Capital and First Eagle combined
- Period / as-of
- Expected combined annual revenue stated August 26, 2026
- Unit / basis
- USD combined annual revenue; forward-looking; not a current period print
Figure
approximately 14.6%
- Entity
- Genstar Capital
- Period / as-of
- Expected ownership of Victory Capital following the transaction
- Unit / basis
- % of Victory on a fully diluted, as-converted basis; voting limited separately
Figure
4.9%
- Entity
- Genstar Capital
- Period / as-of
- Voting interest limited following the transaction
- Unit / basis
- % voting interest; balance of economic interest in non-voting convertible preferred stock
Figure
three-year
- Entity
- Genstar Capital position in Victory Capital
- Period / as-of
- Lock-up period stated August 26, 2026
- Unit / basis
- lock-up length on Genstar’s entire position
Figure
two directors
- Entity
- Genstar Capital
- Period / as-of
- Board designation rights upon closing
- Unit / basis
- count of directors Genstar is entitled to designate
Figure
11
- Entity
- Victory Capital Holdings Board of Directors
- Period / as-of
- Board size upon closing
- Unit / basis
- count of directors; expands from the current board upon closing
Figure
end of the first quarter of 2027
- Entity
- Victory Capital acquisition of First Eagle Investments
- Period / as-of
- Expected close, subject to customary closing conditions including certain regulatory approvals and client consents; equity issuance subject to Victory shareholder approval
- Unit / basis
- close window as printed; not a dated close; agencies not named
Figure
$3.5 billion
- Entity
- Victory Capital committed financing
- Period / as-of
- Expected new term loan B facility stated August 26, 2026
- Unit / basis
- USD; expected new TLB; fully committed financing from BofA Securities and RBC Capital Markets; not a close
Figure
approximately $950 million
- Entity
- Victory Capital committed financing
- Period / as-of
- Expected new secured notes stated August 26, 2026
- Unit / basis
- USD expected new secured notes; forward-looking financing line
Figure
$200 million
- Entity
- Victory Capital committed financing
- Period / as-of
- Expected upsized revolving credit facility stated August 26, 2026
- Unit / basis
- USD upsized revolver; existing term loan B expected to remain in place
Figure
92%
- Entity
- First Eagle rated mutual fund and ETF AUM
- Period / as-of
- Overall Morningstar rating as stated August 26, 2026
- Unit / basis
- % of rated mutual fund and ETF AUM with an overall four- or five-star Morningstar rating; not all First Eagle AUM; past performance is not indicative of future results
Figure
8%
- Entity
- First Eagle mutual funds and ETFs rated by Morningstar
- Period / as-of
- Performance disclosures on Exhibit 99.1
- Unit / basis
- % of AUM in First Eagle mutual funds and ETFs rated by Morningstar that did not receive an overall 4 or 5 star rating
Figure
9.9%
- Entity
- First Eagle mutual funds and ETFs
- Period / as-of
- Performance disclosures on Exhibit 99.1
- Unit / basis
- % of AUM in First Eagle mutual funds and ETFs that is not rated by Morningstar
Figure
Item 8.01
- Entity
- Victory Capital Holdings, Inc.
- Period / as-of
- Form 8-K dated August 26, 2026
- Unit / basis
- Other Events; Exhibit 99.1 incorporated by reference; soliciting material under Rule 14a-12; not an Item 2.02 results exhibit