Victory Capital Holdings Inc. said it will acquire First Eagle Investments for approximately $7.0 billion, creating one of the largest U.S. asset managers with combined client assets of about $571 billion.
The transaction, expected to close in the first quarter of 2027, will be financed with $4.4 billion in cash, $2.0 billion in newly issued Victory Capital shares, and the assumption of $575 million in First Eagle’s 7.25% senior secured notes due 2032. Victory Capital secured fully committed financing from BofA Securities and RBC Capital Markets, including a $3.5 billion Term Loan B, roughly $950 million in new secured notes, and an expanded $200 million revolving credit facility.
First Eagle, which manages about $222 billion in private capital assets as of July 31, 2026, will continue operating under its brand on Victory Capital’s platform while retaining investment autonomy and existing processes. The combined entity is projected to generate annual revenue of approximately $3.2 billion and deliver about 35% accretion to adjusted earnings per share in 2027, with estimated net expense synergies of $280 million.
Genstar Capital, the seller alongside First Eagle employees, will hold roughly 14.6% of Victory Capital on a fully diluted and converted basis after the deal. However, Genstar’s voting rights will be capped at 4.9%, with the remainder held in non-voting convertible preferred stock. Genstar’s entire position will be subject to a three-year lock-up period, and the firm will nominate two directors to Victory Capital’s expanded 11-member board. David Brown will remain CEO and chairman.
The acquisition preserves First Eagle’s $41 billion alternative credit and CLO platform as the foundation for the combined company’s alternative investment offerings. The deal remains subject to customary closing conditions, regulatory approvals, and client consents, as well as Victory Capital shareholder approval for the share issuance.
