Genstar Capital to Sell First Eagle Investments to Victory Capital in $7 Billion Deal
The transaction creates a $571 billion asset manager and hands Genstar roughly 14.6% of Victory Capital, subject to a three-year lock-up, rather than an all-cash exit.
SAN ANTONIO and NEW YORK, Aug. 26, 2026. Victory Capital Holdings, Inc. announced it has entered into a definitive agreement to acquire 100% of First Eagle Investments, an independent, privately held global asset manager with approximately $222 billion in assets under management, from Genstar Capital and First Eagle employees. Upon closing, the combined company is expected to have approximately $571 billion in total client assets.
Victory Capital will acquire First Eagle for total consideration of approximately $7.0 billion, comprising approximately $4.4 billion in cash and $2.0 billion in newly issued Victory Capital equity, and will assume $575 million of First Eagle's existing senior secured notes. Following the transaction, Genstar is expected to own approximately 14.6% of Victory Capital on a fully diluted, as-converted basis, with its voting interest limited to 4.9% and the balance held in non-voting convertible preferred stock. Genstar's entire position is subject to a three-year lock-up period, and the firm will be entitled to designate two directors to Victory Capital's board, which will expand to 11 members upon closing.
"This is a transformational transaction that represents the next chapter in the evolution of our business," said David Brown, Chairman and Chief Executive Officer of Victory Capital. "First Eagle is a premier global asset manager, with a diversified product lineup spanning global multi-asset, equities, fixed income, and a scaled alternatives platform that includes CLOs and alternative credit."
"We're excited to partner with Victory Capital. We have known the firm and its leadership for a long time and could not be more enthusiastic about what this means for clients of both organizations," said Tony Salewski, Managing Partner at Genstar. "Mehdi and the First Eagle team have done an outstanding job building a market-leading investment firm, and Victory Capital is the right permanent partner for First Eagle to build on that success."
First Eagle will operate on Victory Capital's platform while retaining its brand, investment autonomy, and existing investment processes. The company's $41 billion CLO and alternative credit platform will serve as the combined company's alternative investments platform post-closing. "First Eagle's distinctive investment teams will continue to operate autonomously, with no change to the investment philosophies and processes that have earned our clients' confidence over time," said Mehdi Mahmud, President and Chief Executive Officer of First Eagle.
The transaction is expected to be approximately 35% accretive to 2027 adjusted earnings per share, inclusive of approximately $280 million of anticipated net expense synergies, creating a combined company with annual revenue of approximately $3.2 billion. The deal remains subject to customary closing conditions, including regulatory approvals and client consents, and is expected to close by the end of the first quarter of 2027.