Victory Capital Holdings Inc. agreed to acquire First Eagle Investments for approximately $7.0 billion, marking one of the largest asset-manager takeovers this year.
The cash-and-equity deal values First Eagle at $4.4 billion in cash and $2.0 billion in newly issued Victory Capital equity. Victory will also assume $575 million of First Eagle’s 7.25% senior secured notes due 2032. The transaction is expected to close by the end of the first quarter of 2027, subject to regulatory approvals, client consents, and Victory Capital shareholder approval for the equity issuance.
First Eagle oversees about $222 billion in assets under management as of July 31, 2026. Upon completion, the combined entity’s total client assets would reach approximately $571 billion, positioning it among the industry’s largest asset managers. First Eagle will continue operating under its own brand on Victory Capital’s platform, maintaining investment autonomy and existing processes.
Genstar Capital, the current owner, will retain a 14.6% stake in Victory Capital on a fully diluted, as-converted basis after the deal. Genstar’s voting interest is capped at 4.9%, with its economic stake held in non-voting convertible preferred stock. The firm’s entire position is subject to a three-year lock-up period, and it will designate two directors to Victory Capital’s expanded 11-member board. Victory Capital’s CEO and Chairman David Brown will remain in his roles.
The deal is projected to be approximately 35% accretive to Victory Capital’s 2027 adjusted earnings per share and generate about $280 million in annual net expense synergies. Combined annual revenue is expected to reach roughly $3.2 billion.
Financing is fully committed through BofA Securities and RBC Capital Markets, including a $3.5 billion term loan B facility, approximately $950 million in new secured notes, and an upsized $200 million revolving credit facility. First Eagle’s $41 billion collateralized loan obligation and alternative credit platform will serve as the combined company’s alternative investments platform post-closing.
