Victory Capital proposed acquisition of First Eagle with planned issuance of common and preferred stock as merger consideration subject to approvals

Key Facts

Mergers and acquisitions

• Victory Capital identifies the transaction as a proposed acquisition of First Eagle; closing has not been established by the provided evidence.
• The agreement contemplates common-stock consideration calculated using a $116.26 per-share amount and preferred-stock consideration tied to a $2,000,000,000 amount.
• The filing identifies expected synergies, earnings accretion and post-closing treatment of First Eagle teams, brands, products and platforms as anticipated transaction benefits.
• The filing warns that required conditions or approvals may not be satisfied and identifies financing, integration, employee-retention, client-retention and synergy-realization risks.

Securities offerings and private placements

• Victory Capital plans to issue Seller newly issued common stock and Series B Non-Voting Convertible Preferred Stock as part of the consideration for acquiring First Eagle.
• The common stock consideration is disclosed as representing 4.9% of Victory Capital’s total outstanding common stock immediately following Closing; exact share counts and dollar consideration are not disclosed in the provided evidence.
• The Series B preferred stock is non-voting, economically equivalent to common stock with respect to dividends, and automatically converts upon transfer to an unaffiliated third party rather than at the holder’s option.
• Seller will receive registration rights covering the Acquired Shares, including resale shelf and piggyback registration rights.

Source

View the source SEC filing