M&A - Amundi

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025050810

Filing Summary: On April 1, 2025, Amundi AM completed a Transaction with Victory Capital Holdings, Inc. (the 'Issuer') in which it acquired 3,293,471 shares of Common Stock, representing 4.9% of the total outstanding shares after the transaction. Additionally, Amundi AM received 14,305,982 shares of newly issued Preferred Stock, contributing to an aggregate of 21.2% of the Issuer's outstanding capital stock on a fully diluted basis. The Reporting Persons may acquire up to 26.1% of the Issuer's stock over the next 180 days due to potential true-up payments related to client consents. Restrictions are in place preventing the transfer of the acquired Common and Preferred Stock until April 1, 2028. Amundi S.A. has also entered Voting Agreements concerning the shares of Crestview and Employee Shareholders Committee impacting the voting rights associated with these shares. Under a Shareholder Agreement effective at the close of the Transaction, Amundi AM has specific rights regarding registration of shares, participation in future equity issuances, and Board representation, including the nomination of two directors to the Board. The agreement includes restrictions allowing for no ownership surpassing specific thresholds until certain conditions are fulfilled, with allowances for future acquisitions and Board control changes once those thresholds are met. Further details regarding the provisions of these agreements illuminate the strategic framework for Amundi AM's influence over the Issuer moving forward.

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