Victory Capital Holdings has agreed to acquire First Eagle Investments for approximately $7.0 billion, creating one of the largest independent asset managers in the U.S.
The transaction combines roughly $4.4 billion in cash with $2.0 billion of newly issued Victory Capital equity and the assumption of $575 million in First Eagle’s 7.25% senior secured notes due 2032. Genstar Capital and First Eagle employees will receive the consideration, according to documents filed on August 26.
First Eagle, a privately held global asset manager, reported $222 billion in assets under management as of July 31. Upon completion, the combined entity is projected to manage about $571 billion in client assets, with annual revenue of approximately $3.2 billion.
The deal is expected to be roughly 35% accretive to Victory Capital’s 2027 adjusted earnings per share and deliver roughly $280 million in net expense synergies. First Eagle will continue to operate under its own brand on Victory Capital’s platform, retaining investment autonomy and existing processes. Its $41 billion collateralized loan obligation and alternative credit platform will form the core of the combined company’s alternative investments business.
Genstar will retain a 14.6% economic stake in Victory Capital on a fully diluted, as-converted basis, with voting rights capped at 4.9%. The remaining interest will be held in non-voting convertible preferred stock, subject to a three-year lock-up. Genstar will also designate two directors to the expanded 11-member board, while David Brown remains CEO and chairman.
Financing for the acquisition has been fully committed by BofA Securities and RBC Capital Markets. The structure includes a $3.5 billion term loan B facility, approximately $950 million in new secured notes, and a $200 million upsized revolving credit facility. The transaction is expected to close by the end of the first quarter of 2027, pending customary conditions, regulatory approvals, client consents, and Victory Capital shareholder approval of the equity issuance.
