M&A - Victory Capital Holdings, Inc.

Form Type: S-3ASR

Filing Date: 2025-06-30

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925064164

Filing Summary: This registration statement is related to the acquisition of Amundi Holdings US, Inc. by Victory Capital Holdings, Inc., which successfully occurred on April 1, 2025. The document outlines the resale of up to 23,035,771 shares of common stock by Amundi Asset Management S.A.S., the selling stockholder, including 3,293,471 shares and 19,742,300 shares that may be converted from Series A Non-Voting Convertible Preferred Stock. As part of the acquisition, Victory issued common and preferred shares to the selling stockholder, who is subject to a lock-up agreement until April 1, 2028, restricting the transfer of the acquired shares. The shares may be offered on various markets at negotiated prices. The document also emphasizes the risks associated with investing in securities, including market conditions and company performance.

Form Type: 8-K/A

Filing Date: 2025-06-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025086555

Filing Summary: Victory Capital Holdings, Inc. has completed the acquisition of Amundi Asset Management S.A.S's U.S. business as part of a Contribution Agreement finalized on April 1, 2025. As consideration for this acquisition, Victory Capital issued a total of 3,293,471 newly issued shares of Common Stock and 19,742,300 shares of Preferred Stock to Amundi, which collectively represent 26.1% of the Company's fully diluted shares following the issuance. The Preferred Stock includes additional shares issued as a true up payment. This amendment to the prior 8-K filing serves to include financial statements of Amundi US and required pro forma financial information. The pro forma data is provided for informational purposes and does not reflect the actual operational results of the combined entities. The Current Report submitted previously remains unchanged except for the added financial data and adjustments pertaining to the acquisition.

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.

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.