Victory Capital to acquire First Eagle in cash-and-stock deal
VCTR•Victory Capital signs two-step merger agreement for First Eagle
- Victory Capital entered a deal to acquire First Eagle through a two-step merger structure signed Aug. 25, 2026.
- Consideration combines cash, newly issued common stock equal to 4.9% post-closing, and Series B Non-Voting Convertible Preferred Stock.
- The price adjusts for debt, cash, working capital, transaction expenses, and client consent levels tied to a Base Revenue Run-Rate threshold.
- Closing requires client consents covering at least 75% of Base Revenue Run-Rate, alongside antitrust and other regulatory clearances.
- The outside date is May 25, 2027; if stockholder approval fails, equity issuance caps at 19.9% with the remainder in perpetual preferred stock.
