Victory Capital Holdings Files 8-K

TL;DR

Victory Capital filed a routine 8-K, no major news.

AI Summary

On September 30, 2024, Victory Capital Holdings, Inc. filed an 8-K report. The filing indicates that the company is providing information under "Other Events" and is not reporting any specific material events that require immediate disclosure beyond routine filings. The report confirms the company's name, incorporation details, and contact information.

Why It Matters

This filing serves as a routine update and confirmation of company information with the SEC, indicating no immediate material changes or events requiring detailed disclosure at this time.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report and does not disclose any new material events, risks, or significant financial changes.

Key Players & Entities

• Victory Capital Holdings, Inc. (company) — Registrant
• September 30, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-38388 (identifier) — Commission File Number
• 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
• $34.75 — f Victory common stock of approximately $34.75 to $47.75, which PJT Partners compared
• $47 — common stock of approximately $34.75 to $47.75, which PJT Partners compared to (i)
• $42.58 — announcement of the Non-Binding MOU) of $42.58 and (ii) the closing price of Victory c
• $47.53 — o the date of PJT Partners' opinion) of $47.53. - 4 - The final paragraph beginning
• $950 million — ty values of Amundi US of approximately $950 million to $1,230 million. PJT Partners compare
• $1,230 million — ndi US of approximately $950 million to $1,230 million. PJT Partners compared this range of im
• $1,004 million — plied equity values of Amundi US of (i) $1,004 million as of April 15, 2024 (calculated as the
• $1,119 million — cement of the Non-Binding MOU) and (ii) $1,119 million as of July 5, 2024 (calculated as the v
• $2.5 m — ers is entitled to receive from Victory $2.5 million, which was earned upon the delive
• $1.5 million — is entitled to receive compensation of $1.5 million and Victory has agreed to pay PJT Partn
• $9.0 million — reed to pay PJT Partners a portion of a $9.0 million discretionary performance fee to be all

Filing Documents

• tm2425142d1_8k.htm (8-K) — 72KB
• 0001104659-24-104369.txt ( ) — 248KB
• vctr-20240930.xsd (EX-101.SCH) — 3KB
• vctr-20240930_lab.xml (EX-101.LAB) — 33KB
• vctr-20240930_pre.xml (EX-101.PRE) — 22KB
• tm2425142d1_8k_htm.xml (XML) — 3KB

01 Other Events

Item 8.01 Other Events. As previously disclosed, on July 8, 2024, Victory Capital Holdings, Inc. (" we ", " Victory ", or " Victory Capital "), entered into a Contribution Agreement (the " Contribution Agreement ") with Amundi Asset Management S.A.S., a French socite par actions simplifie (" Amundi "), and solely for certain purposes set forth in the Contribution Agreement, Amundi S.A., a French socite anonyme , pursuant to which, upon the terms and subject to the conditions set forth therein, Amundi will contribute (the " Contribution ") to Victory all of the shares of Amundi Holdings US, Inc., a Delaware corporation (" Amundi US "), resulting in Victory acquiring Amundi US and Amundi US becoming a wholly owned subsidiary of Victory. In exchange for the Contribution, Victory will issue to Amundi (a) a number of newly issued shares of common stock, par value $0.01 per share, of Victory (" Victory Common Stock ") representing 4.9% of the number of issued and outstanding shares of Victory Common Stock, after giving effect to that issuance, and (b) a number of newly issued shares of a new series of nonvoting convertible preferred stock, par value $0.01 per share, of Victory, which will be designated as Series A Non-Voting Convertible Preferred Stock (" Victory Preferred Stock ") and which, together with the shares of Victory Common Stock issued to Amundi, will in the aggregate represent 26.1% of Victory's fully diluted shares after giving effect to such issuances (such issuances of Victory Common Stock and Victory Preferred Stock collectively, subject to adjustment as contemplated in the Contribution Agreement, the " Share Issuance "). Victory must obtain the approval of its stockholders for the issuance of these shares to Amundi in connection with the Contribution. Such approval, along with other customary closing conditions, is a condition to closing the Contribution. On August 20, 2024, Victory filed with the Securities and Exchange Commission (the " SEC ") a pre

Forward Looking Statements

Forward Looking Statements This report may contain forward-looking 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 Contribution 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 statements. - 5 - 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 Victory Capital's and Amundi's respective businesses, of the proposed Contribution, 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 US by Victory. In connection with the Contribution, on September 6, 2024, Victory filed a definitive pr

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VICTORY CAPITAL HOLDINGS, INC. By: /s/ Michael D. Policarpo Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Administrative Officer Date: September 30, 2024 - 7 -

View Full Filing

View this 8-K filing on SEC EDGAR