Victory Capital to acquire First Eagle; $3.5B term loan and $950M bridge financing

Victory Capital Holdings, Inc.

Acquiring First Eagle via two-step merger for cash, 4.9% of Victory common stock, and convertible preferred
Financing: $3.5B incremental term loan, $200M revolver, $950M bridge from BofA and RBC
Closing requires HSR clearance, client consents ≥75% of base revenue run-rate, stockholder approval; outside date May 25, 2027
If stockholder approval fails, stock consideration capped at 19.9%, balance in 8% cumulative perpetual preferred (steps to 15%)
Genstar to get board seats (2 at ≥50% ownership, 1 at ≥33%) and 3-year lock-up

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