US Victory Capital to acquire First Eagle Investments in $7 billion deal creating $571 billion manager

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. First Eagle, which had approximately $222 billion in assets under management at 31 July 2026, will operate on Victory Capital's platform while retaining its brand, investment autonomy and existing investment processes.

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

First Eagle's $41 billion CLO and alternative credit platform will serve as the combined company's alternatives platform after closing. Victory Capital will assume First Eagle's outstanding senior secured notes, extending debt obligations that carry a 7.25% coupon and mature in 2032.

Victory Capital has secured fully committed financing from BofA Securities and RBC Capital Markets, expected to comprise a new $3.5 billion term loan B and about $950 million of new secured notes. PJT Partners is lead financial adviser and Willkie Farr & Gallagher legal adviser to Victory Capital.

PATH TO $571 BILLION AUM

The combined company is expected to have approximately $571 billion in total client assets, which Victory Capital said would make it one of the largest publicly traded traditional asset managers in the US. The deal is expected to be about 35% accretive to 2027 adjusted earnings per share, including about $280 million of anticipated net expense synergies.

The transaction is expected to close by the end of the first quarter of 2027, subject to regulatory approvals and client consents, and the issuance of Victory Capital shares requires the approval of Victory Capital shareholders.

First Eagle, whose heritage dates back to 1864, has generated positive net flows in each of the last three years. Genstar Capital, which is selling First Eagle alongside the firm's employees, is expected to own approximately 14.6% of Victory Capital on a fully diluted basis after closing, with its voting interest capped at 4.9%.