We are advising First Eagle Investments’ management on the transaction

Davis Polk is advising the management of First Eagle Investments in connection with First Eagle’s agreement to be acquired by Victory Capital Holdings, Inc. from Genstar Capital and First Eagle employees for total consideration of approximately $7 billion. The consideration comprises approximately $4.4 billion in cash and $2 billion in newly issued Victory Capital equity. Victory Capital will also assume $575 million of First Eagle’s existing 7.25% senior secured notes due 2032. The transaction is expected to close by the end of the first quarter of 2027, subject to customary closing conditions, including certain regulatory approvals.

First Eagle Investments is an independent, privately owned investment management firm headquartered in New York with approximately $222 billion in assets under management as of July 31, 2026. Dedicated to providing prudent stewardship of client assets, the firm focuses on active, fundamental and benchmark-agnostic investing, with a strong emphasis on downside mitigation. With a heritage dating back to 1864, First Eagle’s investment capabilities include equity, fixed income, alternative credit and multi-asset strategies.

Victory Capital is a diversified global asset management firm with $348.8 billion in total client assets as of July 31, 2026. The firm serves institutional, intermediary and individual clients through its investment franchises and solutions platforms, which manage specialized investment strategies across traditional and alternative asset classes.

Genstar Capital is a leading private equity firm that has been actively investing in high-quality companies for over 35 years. Based in San Francisco, Genstar currently has approximately $51 billion of assets under management and targets investments in the financial services, industrials, healthcare and software industries.

The Davis Polk corporate team includes partner Evan Rosen. Partner Travis Triano and associate Josh (Joshua) Ehrhart are providing executive compensation advice. Partner Corey M. Goodman is providing tax advice. Partner Stephen A. Byeff is providing capital markets advice. All members of the Davis Polk team are based in the New York office.

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