Victory Capital to Buy First Eagle Investments in $7 Billion Deal

Victory Capital Holdings has agreed to acquire First Eagle Investments in a deal valued at approximately $7.0 billion, the companies announced Aug. 26, a transaction that would create one of the largest publicly traded traditional asset managers in the United States. Victory Capital is buying First Eagle from Genstar Capital, the private equity firm that has controlled the New York-based value manager since 2015, and from First Eagle's own employees, according to a joint announcement filed with the Securities and Exchange Commission.

The agreement, reached less than five months after Victory Capital walked away from a much larger pursuit of Janus Henderson, would combine Victory's $348.8 billion in assets under management with First Eagle's roughly $222 billion, creating a firm overseeing about $571 billion for clients. The deal is expected to close by the end of the first quarter of 2027, pending regulatory approvals and a vote of Victory Capital shareholders.

The numbers behind the deal

Under the terms disclosed by the companies, Victory Capital will pay total consideration of about $7.0 billion: roughly $4.4 billion in cash and $2.0 billion in newly issued Victory Capital common stock. Victory Capital will also assume $575 million of First Eagle's existing 7.25% senior secured notes due 2032. First Eagle reported approximately $222 billion in assets under management as of July 31, 2026, spread across mutual funds, separately managed accounts, collateralized loan obligations, exchange-traded funds and alternative-credit vehicles, according to First Eagle's own announcement of the transaction.

Victory Capital said it expects the combination to be roughly 35% accretive to its adjusted earnings per share in 2027, helped by an estimated $280 million in net expense synergies. The company has arranged debt financing that includes a $3.5 billion term loan, about $950 million in additional secured notes and a $200 million revolving credit facility to fund the cash portion of the purchase and refinance existing obligations, according to the filing. Genstar is expected to end up owning about 14.6% of Victory Capital on a fully diluted, as-converted basis once the deal closes, though its voting interest will be capped at 4.9% and its entire stake will be locked up for three years.

A second attempt at scale, after a failed bid

The First Eagle deal arrives against the backdrop of Victory Capital's unsuccessful pursuit of Janus Henderson earlier in 2026. Victory Capital withdrew a roughly $8.6 billion proposal to acquire Janus Henderson in March, after a rival bid backed by Trian Fund Management and General Catalyst prompted Janus Henderson's board to back away from a negotiated deal with Victory Capital, according to Victory Capital's disclosure of the withdrawal at the time. Chief Executive David Brown said then that Victory Capital would only proceed with a transaction that had the full support of the target company's board — a condition First Eagle's ownership appears to have met.

The transaction also continues a run of dealmaking for First Eagle itself, which acquired fixed-income and equity manager Diamond Hill Investment Group in April 2026 to broaden its traditional asset management lineup before entertaining a sale of the whole firm. More broadly, asset managers have been consolidating at a pace unmatched in the past decade as fee pressure, the rise of passive and alternative products, and the cost of technology investment push mid-sized firms toward scale. Wealth and asset management deal volume hit its highest quarterly level in eight quarters in early 2026, and Morgan Stanley and Oliver Wyman have projected more than 1,500 significant mergers among asset managers by 2029, a wave analysts expect could shrink the number of independent firms by as much as a fifth. Nuveen's pending $12.9 billion acquisition of Schroders' UK wealth and asset management business earlier this year was among the other large deals in that trend.

Who is affected

Victory Capital and First Eagle both said First Eagle will continue to operate under its own brand, with its investment teams retaining autonomy over their portfolios and processes — a structure similar to the multi-boutique model Victory Capital has used with the other franchises on its investment platform. The company said First Eagle's flagship funds have posted three consecutive years of positive net client flows and that 92% of its rated mutual fund and ETF assets carry four- or five-star Morningstar ratings, factors executives cited as reasons to preserve the firm's investment culture rather than fold it into existing strategies.

The deal also reshapes First Eagle's ownership. Genstar Capital and First Eagle's employee-owners, who together control the firm, will exchange their stakes for cash and Victory Capital stock, with Genstar securing two seats on an expanded 11-member Victory Capital board. For Victory Capital shareholders, the transaction adds a business with substantial exposure to alternative credit and global value investing, complementing Victory Capital's existing lineup of equity, fixed-income and solutions franchises. Amundi, the French asset manager that holds roughly 27% of Victory Capital and is its largest shareholder, stands to benefit from the deal's projected earnings accretion and said it would remain a long-standing distribution partner for both firms' strategies outside the United States.

"I believe this transaction is a very positive development for First Eagle and, most importantly, for our clients," said Mehdi Mahmud, president and chief executive of First Eagle, in the companies' announcement. "First Eagle's distinctive investment teams will continue to operate autonomously."

Victory Capital's shares were little changed in the days after the announcement, a muted response that reflected division among market commentators over how much of the deal's promised benefits are already priced in. Victory Capital stock had already climbed sharply in the weeks before the announcement, and some post-deal commentary, including valuation analysis circulated after the announcement, questioned whether the faster revenue growth and wider margins embedded in the stock's price would actually materialize given continuing fee compression and asset outflows affecting active managers broadly. Other observers focused on the strategic logic, noting that First Eagle's global value and alternative-credit franchises fill gaps in Victory Capital's largely U.S.-focused, equity-heavy lineup.

What happens next

Victory Capital Chairman and CEO David Brown called the acquisition "the next chapter in the evolution of our business" in the same announcement, pointing to complementary investment capabilities and expanded distribution reach as rationale for the deal. Amundi's chief executive separately welcomed the transaction, noting the firm's long relationship distributing both companies' strategies internationally, in a statement carried by wire coverage of the announcement. Genstar Capital's Tony Salewski said the private equity firm was "excited to partner with Victory Capital," framing the sale as placing First Eagle with a long-term strategic owner rather than another financial sponsor, in Genstar's own statement on the sale.

The transaction still requires customary regulatory clearances and the approval of Victory Capital shareholders for the issuance of new stock to fund part of the purchase price, a vote the company has begun soliciting through additional proxy materials filed with the SEC. Advisors on the deal include PJT Partners and RBC Capital Markets for Victory Capital and UBS Investment Bank and BofA Securities for First Eagle, according to trade press coverage of the transaction. Barring objections from regulators, the two firms expect to complete the merger by the end of the first quarter of 2027, after which First Eagle will operate as a distinct brand within Victory Capital's broader multi-boutique platform.