Victory Capital Holdings, Inc. Files 8-K

TL;DR

VCTR filed an 8-K on 7/8 detailing material agreements and equity sales.

AI Summary

On July 8, 2024, Victory Capital Holdings, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. Specific details regarding the agreement and financial transactions were not fully disclosed in the provided text, but the filing indicates significant corporate activity.

Why It Matters

This filing indicates significant corporate actions and financial events for Victory Capital Holdings, Inc., which could impact its stock price and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further investigation into the specifics.

Key Players & Entities

• Victory Capital Holdings, Inc. (company) — Registrant
• July 8, 2024 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• 001-38388 (commission_file_number) — Commission File Number
• 32-0402956 (irs_number) — IRS Employer Identification No.
• 15935 La Cantera Parkway ; San Antonio , TX 78256 (address) — Address of principal executive offices
• 216-898-2400 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, Par Value $0.01 VCTR NASDAQ Indicate by check mar

Filing Documents

• tm2419351d1_8k.htm (8-K) — 59KB
• tm2419351d1_ex2-1.htm (EX-2.1) — 909KB
• 0001104659-24-079593.txt ( ) — 1324KB
• vctr-20240708.xsd (EX-101.SCH) — 3KB
• vctr-20240708_lab.xml (EX-101.LAB) — 33KB
• vctr-20240708_pre.xml (EX-101.PRE) — 22KB
• tm2419351d1_8k_htm.xml (XML) — 3KB

01

Item 1.01. Entry into a Material Definitive Agreement. Contribution Agreement On July 8, 2024, Victory Capital Holdings, Inc., a Delaware corporation (the "Company"), Amundi Asset Management S.A.S, a French socite par actions simplifie ("Seller") and, solely for certain provisions thereof, Amundi S.A., a French socite anonyme ("Amundi Parent," and together with Seller, the "Amundi Parties") entered into a Contribution Agreement (the "Contribution Agreement"), pursuant to which, upon the terms and subject to the conditions set forth therein, Seller will contribute to the Company, all of the shares (the "Amundi US Shares") of Amundi Holdings US, Inc., a Delaware corporation ("Amundi US"). Amundi US owns Amundi Asset Management US, Inc. and Amundi Distributor US, Inc. At the closing of the transactions contemplated by the Contribution Agreement (the "Closing"), in exchange for the Amundi US Shares, the Company will issue to Seller a number of (a) newly issued shares of Common Stock, par value $0.01 per share of the Company ("Company Common Stock"), and (b) newly issued shares of a new class of non-voting convertible Preferred Stock, par value $0.01 per share, of the Company, which will be designated as Series A Non-Voting Convertible Preferred Stock ("Company Preferred Stock"), equal in the aggregate to 26.1% of the Company's fully diluted shares after giving effect to that share issuance (the "Base Share Consideration"). The Base Share Consideration is subject to customary adjustments for Amundi US's indebtedness, cash, working capital and unpaid transaction expenses. The Base Share Consideration is also subject to adjustment if Seller does not obtain client consents relating to the assignment of investment advisory contracts or the approval of new investment advisory contracts (as applicable) ("Client Consents") representing revenues equal to at least 93.5% of the Aggregate Base Date Revenue Run-Rate (as defined in the Contribution Agreement). The Base Share Co

02

Item 3.02 Unregistered Sales of Equity Securities. The information under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the shares of Company Common Stock and Company Preferred Stock to Seller pursuant to the terms of the Contribution Agreement is incorporated herein by reference. Such shares to be issued to Seller as consideration under the Contribution Agreement will be issued to Seller in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 under the Securities Act. - 5 -

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 2.1 Contribution Agreement, dated July 8, 2024, by and among Victory Capital Holdings, Inc., Amundi Asset Management S.A.S and Amundi S.A.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules have been omitted. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. Certain information (such as personal contact information) in this exhibit, marked by brackets, has been omitted because the information is not material and is the type that the Company treats as private or confidential. - 6 -

Forward Looking Statements

Forward Looking Statements This report may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target," "believe," "expect," "aim," "intend," "may," "anticipate," "assume," "budget," "continue," "estimate," "future," "objective," "outlook," "plan," "potential," "predict," "project," "will," "can have," "likely," "should," "would," "could" and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the proposed transaction and the outlook for Victory Capital's or Amundi's future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital's and Amundi's control and could cause Victory Capital's and Amundi's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking Although it is not possible to identify all such risks and factors, they include, among others, the following: risks that conditions to closing will fail to be satisfied and that the transaction will fail to close on the anticipated timeline, if at all; risks associated with the expected benefits, or impact on the Victory Capital's and Amundi's respective businesses, of the proposed transaction, including the ability to achieve any expected synergies; and other risks and factors relating to Victory Capital's and Amundi's respective businesses contained in their respective public filings. Important Additional Information and Where to Find It This communication is being issued in connection with the proposed acquisition of Amundi Holdings US, Inc. (" Amundi US ") by the Company. In connection with the transaction, the Company intends to f

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