Victory Capital Holdings, Inc. has entered into a definitive agreement to acquire 100% of First Eagle Investments, an independent, privately held global asset manager with approximately $222 billion in assets under management as of July 31, 2026, from Genstar Capital and First Eagle employees.
Upon closing, the combined company is expected to have approximately $571 billion in total client assets, positioning Victory Capital as one of the largest publicly traded traditional asset managers in the U.S.
“This is a transformational transaction that represents the next chapter in the evolution of our business,” said David Brown, Chairman and Chief Executive Officer of Victory Capital. “First Eagle is a premier global asset manager, with a diversified product lineup spanning global multi-asset, equities, fixed income, and a scaled alternatives platform that includes CLOs and alternative credit. It brings positive net flows in each of the last three years and year to date, as well as investment capabilities that are highly complementary to our own. This transaction enriches Victory Capital’s talent pool, gives us additional scale to invest even more in our overall platform, and amplifies our distribution depth and breadth in the U.S., as well as outside the U.S. through our strategic partnership with Amundi. It makes our company better, more competitive and more resilient through all market cycles. Our clients gain access to a broader set of investment capabilities and deeper resources, and our shareholders benefit from the enhanced scale and earnings power of the combined company.”
First Eagle will operate on Victory Capital’s platform, while retaining its brand, investment autonomy, and, most importantly, its existing investment processes — the same model that has made Victory Capital’s prior transactions successful. First Eagle’s $41 billion CLO and alternative credit platform will serve as the combined company’s alternative investments platform post-closing. Victory Capital and First Eagle will work together to ensure a seamless transition for clients, including continuity in how their money is managed and how they are served.
“I believe this transaction is a very positive development for First Eagle and, most importantly, for our clients. First Eagle’s distinctive investment teams will continue to operate autonomously, with no change to the investment philosophies and processes that have earned our clients’ confidence over time,” said Mehdi Mahmud, President and Chief Executive Officer of First Eagle. “Clients will also benefit from the materially larger distribution footprint of the combined entity. I expect the combined company’s scale, status as a publicly traded company, and ability to invest in the business for the long term will be a source of strength in the years ahead. The key stakeholders in our business have enthusiastically affirmed their support for this transaction.”
“We’re excited to partner with Victory Capital. We have known the firm and its leadership for a long time and could not be more enthusiastic about what this means for clients of both organizations,” said Tony Salewski, Managing Partner at Genstar. “Mehdi and the First Eagle team have done an outstanding job building a market-leading investment firm, and Victory Capital is the right permanent partner for First Eagle to build on that success. I look forward to what the combined platform can accomplish.”
Strategic and Financial Benefits
A broader platform and a strong investment performance record
First Eagle has approximately $222 billion in AUM across global value multi-asset, equities and fixed income, including a scaled $41 billion CLO and alternative credit platform, with 92% of its rated mutual fund and ETF AUM having achieved an overall four- or five-star Morningstar rating.
Enhanced organic growth profile and expanded reach
First Eagle has generated positive net flows in each of the last three years and is net flow positive year to date through July 31, 2026. The transaction creates a materially larger distribution platform across channels.
Meaningful earnings accretion and enhanced scale
The transaction is expected to be approximately 35% accretive to 2027E adjusted earnings per share, inclusive of approximately $280 million of anticipated net expense synergies, creating a combined company with annual revenue of approximately $3.2 billion.
Transaction Details
Victory Capital will acquire First Eagle for 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 Capital will assume $575 million of First Eagle’s existing 7.25% senior secured notes due 2032.
Following the transaction, Genstar is expected to own approximately 14.6% of Victory Capital 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 period.
Genstar will be entitled to designate two directors to the Victory Capital Holdings Board of Directors, which will expand to 11 members upon closing. David Brown will continue to serve as CEO and Chairman of the Board.
The transaction remains subject to customary closing conditions, including certain regulatory approvals and client consents, and is expected to close by the end of the first quarter of 2027. The issuance of Victory Capital equity in connection with the transaction is subject to the approval of Victory Capital shareholders.
Victory Capital has secured fully committed financing for the transaction from BofA Securities and RBC Capital Markets, LLC. The financing is expected to comprise of a new $3.5 billion term loan B facility and approximately $950 million of new secured notes, together with an upsized $200 million revolving credit facility. The Company’s existing term loan B is expected to remain in place.
PJT Partners is acting as lead financial advisor to Victory Capital and rendered a fairness opinion to its Board of Directors. RBC Capital Markets served as an additional financial advisor to Victory Capital. Willkie Farr & Gallagher LLP is acting as legal advisor to Victory Capital in connection with the transaction.
UBS Investment Bank is acting as lead financial advisor to First Eagle; BofA Securities served as an additional financial advisor to First Eagle. Ropes and Gray LLP is acting as legal advisor to First Eagle and Davis Polk & Wardwell LLP is acting as legal advisor to its management in connection with the transaction.
Source: Victory Capital
