SC 13G/A: Victory Capital Holdings, Inc.

AI Summary

SC 13G/A filing by Victory Capital Holdings, Inc..

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.01 — Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class o

Filing Documents

• dp214457_sc13ga-6.htm (SC 13G/A) — 66KB
• dp214457_ex9901.htm (EX-99.1) — 5KB
• 0000950103-24-010077.txt ( ) — 73KB

Ownership

Item 4. Ownership (a) Amount beneficially owned: See item 9 on Cover Pages to this Schedule 13G. Crestview Partners II GP, L.P. is the general partner of each of Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of Crestview Victory GP, LLC and a limited partner of Crestview Victory, L.P. Crestview Victory GP, LLC is the general partner of Crestview Victory, L.P. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities. Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 11,591,983 shares of Common Stock directly owned by Crestview Victory, L.P. Robert V. Delaney, Jr., Robert J. Hurst and Richard M. DeMartini are members of the Issuer’s board of directors. Mr. Delaney is a partner of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. Mr. Hurst and Mr. DeMartini are Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C. Alex J. Binderow is a former member of the Issuer’s board of directors and a former partner of Crestview, L.L.C. and Crestview Advisors, L.L.C. Messrs. Binderow, Delaney, Hurst and DeMartini were issued shares under the 2018 Stock Incentive Plan for service on the Issuer’s board of directors. The shares were fully vested as of the date of issuance. Each of Messers. Binderow, Delaney, Hurst and DeMartini has assigned all rights, title and interest in 22,267 such shares of Common Stock to Crestvie

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class Not applicable.

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person None. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group On July 8, 2024, the Issuer, Amundi Asset Management S.A.S, a French sociéte par actions simplifiée (“Seller”), and, solely for certain provisions thereof, Amundi S.A., a French sociéte 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 Issuer 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 Issuer will issue to Seller a number of (a) newly issued shares of Common Stock and (b) newly issued shares of a new class of Series A Non-Voting Convertible Preferred Stock, par value $0.01 per share, of the Issuer, equal in the aggregate to 26.1% of the Issuer's fully diluted shares after giving effect to that share issuance. In connection with entering into the Contribution Agreement, Seller entered into voting agreements with (i) Crestview Victory, L.P. and Crestview Advisors, L.L.C. (collectively, “Crestview” and such agreement, the “Crestview Voting Agreement”) and (ii) the Employee Shareholders Committee of the Issuer and certain executives of the Issuer. Pursuant to the Crestview Voting Agreement, Crestview agreed to vote the shares of Common Stock covered by the Crestview Voting Agreement as of the record date for a special meeting of the Issuer's stockholders (a) in favor of the Share Issuance and the Charter Amendments (in each case, as defined in the Contribution Agreement) and (b) against any co

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group Not applicable.

Certification

Item 10. Certification Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: July 16, 2024 CRESTVIEW PARTNERS II GP, L.P. By: Crestview, L.L.C., its general partner By: /s/Ross A. Oliver Name: Ross A. Oliver Title: General Counsel CRESTVIEW VICTORY, L.P. By: Crestview Victory GP, LLC, its general partner By: /s/Ross A. Oliver Name: Ross A. Oliver Title: General Counsel CRESTVIEW ADVISORS, L.L.C. By: /s/Ross A. Oliver Name: Ross A. Oliver Title: General Counsel

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View this SC 13G/A filing on SEC EDGAR