Victory Capital Holdings has agreed to acquire First Eagle Investments in a transaction valued at approximately $7 billion, the Nasdaq-listed asset manager said on Wednesday, in a deal that will create a diversified global asset manager with roughly $571 billion in client assets. The combined entity will bring together Victory's multi-boutique platform with First Eagle's global value, alternative credit and municipal bond franchises.
The transaction, announced on 26 August 2026, will see Victory Capital pay approximately $4.4 billion in cash and $2.0 billion in Victory Capital stock. The buyer will also assume $575 million of First Eagle's 7.25% senior secured notes due 2032. Sellers include private equity firm Genstar Capital and First Eagle employees.
SEVEN BILLION DOLLAR CASH AND STOCK DEAL
The mix of cash and equity in the consideration reflects a balance between rewarding First Eagle's sellers with liquidity and aligning the acquired firm's employees and existing shareholders with the ongoing success of the combined business. Victory Capital will assume First Eagle's outstanding senior secured notes, extending debt obligations that carry a 7.25% coupon and mature in 2032.
Financing for the deal has been committed by BofA Securities and RBC Capital Markets, with Willkie Farr & Gallagher advising Victory Capital on the transaction. The involvement of two major investment banks on the financing side reflects the scale of the cash consideration and the complexity of a combination that will materially reshape the Victory Capital balance sheet.
PATH TO $571 BILLION AUM
The combined firm will manage approximately $571 billion in client assets across a broad set of investment strategies, positioning it among the larger diversified asset managers in the US market. Victory's multi-boutique model has historically brought together specialist investment franchises under a common operating platform, and the addition of First Eagle extends that approach into new asset classes and client segments.
The transaction is expected to close by the end of the first quarter of 2027, subject to regulatory approvals, client consents and the approval of Victory Capital shareholders. Asset management transactions of this scale typically involve extensive review by financial regulators as well as engagement with underlying fund clients whose consent may be required to permit the change of control.
The consolidation continues a trend that has seen mid-sized US asset managers pursue scale to defray rising costs of technology, distribution and compliance while broadening product ranges to meet evolving client demand. First Eagle's long-established value investment franchise, together with its municipal and alternative credit capabilities, complements Victory's existing platform and represents one of the more significant transactions in the asset management sector in the current cycle. Genstar Capital's exit from First Eagle, alongside the participation of First Eagle employees in the sale, closes a chapter of private equity ownership that has spanned a period of significant growth for the firm. For Victory Capital shareholders, the deal represents a meaningful expansion of the platform's scale and diversification, contingent on securing the required shareholder approval alongside regulatory clearances and client consents. Completion by the end of the first quarter of 2027 will hinge on the pace of those approvals as the parties work through the integration planning that a transaction of this magnitude entails.