Victory Capital agrees to acquire First Eagle; $3.5 billion term loan committed
On August 25, 2026, Victory Capital entered a merger agreement to acquire First Eagle from Seller, a partnership majority owned by Genstar Capital affiliates, paying a mix of cash, newly issued common stock equal to 4.9% of outstanding shares after closing, and new non-voting convertible preferred stock. Closing depends on regulatory approvals, Victory Capital stockholder approval, and client consents, and either party may terminate if closing has not occurred by May 25, 2027, so shareholders face both dilution and deal risk.
Key points
- Merger agreement signed August 25, 2026 with GC Ferry Parent, L.P. (Seller) and GC Ferry Holdings, Inc. (First Eagle)
- Stock consideration: newly issued common shares representing 4.9% of outstanding common stock after closing, plus Series B non-voting convertible preferred stock
- Credit commitments of up to $3.5 billion incremental term loan, $200.0 million revolving facility and $950.0 million secured bridge loan from Bank of America and RBC
- Closing requires stockholder approval; if not obtained, share issuance is capped at 19.9% of common stock and the balance is paid in cumulative perpetual preferred stock
The filing
Written by AI on Nov 8, 2026, 12:57 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on August 31, 2026.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.