M&A - Victory Capital Holdings, Inc.

Form Type: DEFA14A

Filing Date: 2025-04-04

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525073431

Filing Summary: On April 1, 2025, Victory Capital Holdings, Inc. completed the acquisition of Amundi Holdings US, Inc., making it a wholly owned subsidiary. In exchange for the shares of Amundi US, the Company issued 3,293,471 shares of common stock, representing 4.9% of the total outstanding shares post-issuance, and 14,305,982 shares of Series A Non-Voting Convertible Preferred Stock, totaling 21.2% of the fully diluted shares. The document also notes the retirement of Director Robert Hurst, effective April 1, 2025, not due to disagreement with the Company. Additionally, Celine Boyer-Chammard and Dominique Carrel-Billiard were appointed as new Class II and Class III directors, respectively, under a shareholder agreement with Amundi, which enables Amundi to nominate two board members as long as it holds 50% of its acquired shares. Both new directors waived compensation for their service as non-employee directors. No changes to existing proxy proposals were made, and shareholders are encouraged to vote their shares in accordance with prior instructions in the proxy statement.

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Form Type: 8-K

Filing Date: 2025-04-03

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925031690

Filing Summary: On April 1, 2025, Victory Capital Holdings, Inc. completed the acquisition of Amundi Holdings US, Inc. as part of the Contribution Agreement dated July 8, 2024, wherein Seller contributed all shares of Amundi US, making it a wholly owned subsidiary. In exchange, Victory Capital issued 3,293,471 shares of common stock and 14,305,982 shares of a new class of non-voting convertible preferred stock. This transaction significantly changes the ownership structure of the Company, affecting the share distribution accordingly. The shares of preferred stock, designated as Series A Non-Voting Convertible Preferred Stock, were issued under a Certificate of Designations filed with the Delaware Secretary of State, effective on April 1, 2025. The amended and restated distribution agreements with the Amundi Parties were also executed in conjunction with this transaction. Furthermore, the Company announced the retirement of Director Bob Hurst and the appointments of Céline Boyer-Chammard and Dominique Carrel-Billiard to the Board, effective April 1, 2025. This comprehensive report outlines significant corporate changes and share-issuing particulars related to acquiring Amundi US, alongside adjustments in board composition and shareholder agreements.

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