Victory Capital has agreed to acquire First Eagle Investments for approximately $7 billion, creating a combined global asset manager expected to oversee about $571 billion in total client assets.
The transaction will significantly expand Victory Capital’s capabilities across global multi-asset strategies, equities, fixed income, collateralized loan obligations and alternative credit.
First Eagle currently manages approximately $222 billion in assets, while Victory Capital reported approximately $348.8 billion in total client assets as of July 31, 2026.
The combination is expected to position Victory Capital among the largest publicly traded traditional asset managers in the U.S.
Under the agreement, Victory Capital will acquire 100% of First Eagle from Genstar Capital and First Eagle employees.
Total consideration consists of approximately $4.4 billion in cash and $2 billion of newly issued Victory Capital equity.
Victory Capital will also assume approximately $575 million of First Eagle’s existing 7.25% senior secured notes due 2032.
Victory Capital expects the transaction to be approximately 35% accretive to adjusted earnings per share in 2027.
That projection includes approximately $280 million of anticipated net expense synergies.
The combined company is expected to generate approximately $3.2 billion in annual revenue.
First Eagle will continue operating under its existing brand after closing.
Its investment teams will retain their investment autonomy, philosophies and existing investment processes while moving onto Victory Capital’s broader operating and distribution platform.
Victory Capital said the structure follows the model it has used in previous acquisitions, combining independent investment teams with centralized infrastructure and distribution.
First Eagle’s approximately $41 billion CLO and alternative credit operation will become the combined company’s alternative investments platform.
First Eagle brings a diversified investment lineup spanning global value multi-asset strategies, equities, fixed income and alternative credit.
The company said 92% of the AUM held in its Morningstar-rated mutual funds and ETFs has earned an overall four- or five-star rating.
First Eagle has also produced positive net flows during each of the past three years and remained net flow positive through July 31, 2026.
Victory Capital expects the transaction to expand its distribution reach across both U.S. and international markets.
The company also plans to use its strategic relationship with Amundi to broaden distribution outside the U.S.
Management believes the larger platform will provide greater scale for investment in technology, distribution, operations and product development while giving clients access to a wider range of strategies.
Genstar Capital is expected to retain a significant ownership position in Victory Capital after the transaction.
Following closing, Genstar is expected to own approximately 14.6% of Victory Capital on a fully diluted, as-converted basis.
Its voting interest will be capped at 4.9%, with the remaining economic interest held through non-voting convertible preferred stock.
Genstar’s entire position will be subject to a three-year lock-up period.
Genstar will also have the right to designate two directors to Victory Capital’s board.
The board will expand to 11 members following closing, while David Brown will continue serving as Chairman and CEO.
Victory Capital has secured fully committed financing from BofA Securities and RBC Capital Markets.
The planned financing includes a new $3.5 billion term loan B facility, approximately $950 million of new secured notes and an upsized $200 million revolving credit facility.
Victory Capital’s existing term loan B is expected to remain outstanding.
The transaction is expected to close by the end of the first quarter of 2027.
Completion remains subject to regulatory approvals, client consents and other customary closing conditions.
Victory Capital shareholders must also approve the issuance of equity associated with the acquisition.
First Eagle has a history dating back to 1864 and is headquartered in New York. The company focuses on active, fundamental and benchmark-agnostic investment strategies with an emphasis on protecting against permanent capital impairment across varied market environments.
Support: PJT Partners is serving as lead financial advisor to Victory Capital and provided a fairness opinion to its board, while RBC Capital Markets is serving as an additional financial advisor. Willkie Farr & Gallagher is advising Victory Capital legally. UBS Investment Bank is serving as lead financial advisor to First Eagle, with BofA Securities acting as an additional advisor. Ropes & Gray is legal advisor to First Eagle, while Davis Polk & Wardwell is advising First Eagle management.
KEY QUOTES:
“This is a transformational transaction that represents the next chapter in the evolution of our business. First Eagle is a premier global asset manager, with a diversified product lineup spanning global multi-asset, equities, fixed income, and a scaled alternatives platform that includes CLOs and alternative credit.”
“This transaction enriches Victory Capital’s talent pool, gives us additional scale to invest even more in our overall platform, and amplifies our distribution depth and breadth in the U.S., as well as outside the U.S. through our strategic partnership with Amundi. It makes our company better, more competitive and more resilient through all market cycles.”
David Brown, Chairman And CEO Of Victory Capital
“First Eagle’s distinctive investment teams will continue to operate autonomously, with no change to the investment philosophies and processes that have earned our clients’ confidence over time. Clients will also benefit from the materially larger distribution footprint of the combined entity.”
Mehdi Mahmud, President And CEO Of First Eagle Investments
“Mehdi and the First Eagle team have done an outstanding job building a market-leading investment firm, and Victory Capital is the right permanent partner for First Eagle to build on that success.”
Tony Salewski, Managing Partner At Genstar Capital
