Victory Capital Details $7.03B First Eagle Deal: $3.5B Term Loan, $2B Convertible Preferred, and Contingent 8% Perpetual Preferred
VCTR has more than doubled off its 52-week low of $57.03.
Summary
Victory Capital filed the definitive merger agreement for its $7.03B acquisition of First Eagle, detailing $4.65B in committed debt financing, $2B in convertible preferred stock, and contingent perpetual preferred terms if shareholder approval fails.
Key Events · M&A and Partnerships · VCTR
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Base Purchase Price Set at $7.03B
The merger agreement fixes the base purchase price at $7,030,000,000 for First Eagle, subject to adjustments for indebtedness, cash, working capital, and client consents.
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Financing: $4.65B Committed Debt
Bank of America and RBC committed to a $3.5B seven-year term loan, a $200M five-year revolving facility, and a $950M secured bridge facility, with the bridge reducible by senior secured notes issued before closing.
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Stock Consideration: 4.9% Common + $2B Convertible Preferred
Seller receives 4.9% of post-closing outstanding common stock plus $2.0B in Series B Non-Voting Convertible Preferred Stock, priced at $116.26 per share, with the preferred economically equivalent to common stock.
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Contingent Perpetual Preferred: 8% Escalating to 15%
If shareholder approval is not obtained, share consideration is capped at 19.9% and the balance converts to cumulative perpetual preferred stock with an 8% initial dividend rate escalating 1% annually to a 15% maximum.
Analysis · VCTR · Finance
This 8-K provides the full merger agreement for the First Eagle acquisition, quantifying the $7.03 billion base purchase price and revealing the financing structure: a $3.5 billion seven-year term loan, a $200 million revolving facility, and a $950 million bridge facility. The stock consideration includes 4.9% of outstanding common stock plus $2 billion in Series B Non-Voting Convertible Preferred Stock priced at $116.26 per share. Critically, if shareholder approval is not obtained, the deal shifts to a 19.9% cap with cumulative perpetual preferred stock carrying an 8% dividend rate that escalates 1% annually to a 15% maximum — a materially more expensive fallback. The client consent adjustment mechanism ties up to $492 million of purchase price to retaining at least 92.5% of base revenue run-rate, with closing requiring 75% minimum. This transforms a headline announcement into a fully specified transaction with real financing risk and contingent dilution mechanics.
How filings like this one have moved
In the 30 days to Sep 12, 2026, 42.3% of the 496 measured filings Wiseek scored 9 moved their stock by 5% or more by the next session's close. The median move was -0.47%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, VCTR was trading at $118.56 on NASDAQ in the Finance sector, with a market capitalization of approximately $7.3B. The 52-week trading range was $57.03 to $123.55. This filing was assessed with neutral market sentiment and an importance score of 9 out of 10.