Form 4: Amundi Acquires Stake in Victory Capital Holdings in Exchange for Amundi US

Amundi S.A. and Amundi Asset Management S.A.S. acquired a significant stake in Victory Capital Holdings, including common and preferred stock, in exchange for contributing Amundi US.

Summary

• Amundi Asset Management S.A.S. ('Amundi AM') and Amundi S.A. ('Amundi S.A.') acquired shares in Victory Capital Holdings, Inc. ('Issuer') on April 1, 2025.
• Amundi AM contributed all equity interests of Amundi Holdings US, Inc. ('Amundi US') to the Issuer.
• In exchange, Amundi AM received 3,293,471 shares of Common Stock, representing 4.9% of the total outstanding shares, and 14,305,982 newly issued shares of non-voting convertible preferred stock.
• Amundi AM may acquire additional Preferred Stock based on true-up payments related to client consents obtained within 180 days after closing.
• This could result in Amundi AM acquiring up to 26.1% of the Issuer's outstanding capital stock on a fully diluted basis, subject to post-closing adjustments.
• The Reporting Persons are restricted from transferring Common Stock and Preferred Stock until April 1, 2028, with certain exceptions, according to a Shareholder Agreement.
• Amundi AM has the right to nominate two individuals to the Issuer's board of directors as long as they own at least 50% of the acquired shares, and one individual if they own at least 33% but less than 50%.

Sentiment

Score: 7

Explanation: The document outlines a strategic acquisition that benefits both companies, with potential for increased ownership and board influence for Amundi. The restrictions on share transfer are a minor negative, but overall the sentiment is positive.

Positives

• Amundi gains a significant stake in Victory Capital Holdings.
• The deal provides Victory Capital with Amundi US.
• Amundi has the potential to influence Victory Capital's board through its nomination rights.

Negatives

• The Shareholder Agreement restricts Amundi from transferring shares until April 1, 2028, limiting liquidity.

Risks

• The true-up payments for additional Preferred Stock are contingent on obtaining client consents within 180 days.
• The ability to nominate board members is dependent on maintaining a certain ownership percentage.

Future Outlook

Amundi AM may acquire additional Preferred Stock based on client consents, potentially increasing their stake to 26.1% of Victory Capital's outstanding capital stock on a fully diluted basis.

Industry Context

This transaction reflects a trend of consolidation and strategic partnerships within the asset management industry, where firms seek to expand their capabilities and market reach through acquisitions and collaborations.

Comparison to Industry Standards

• Similar transactions in the asset management industry include acquisitions of smaller firms by larger players to gain access to new markets or investment strategies.
• Comparable deals often involve the exchange of equity for assets or businesses, with provisions for future adjustments based on performance or client retention.
• The ownership restrictions and board nomination rights are common features in such agreements to ensure alignment of interests and provide the acquirer with influence over the target company's strategic direction.

Stakeholder Impact

• Shareholders of Victory Capital will see a change in ownership structure with Amundi's significant stake.
• Employees of Amundi US will become part of Victory Capital.
• Clients of both Amundi US and Victory Capital may experience changes in service offerings or investment strategies.

Next Steps

• Amundi AM will seek to obtain client consents to potentially acquire additional Preferred Stock.
• Amundi AM will nominate individuals to Victory Capital's board of directors.
• Victory Capital will integrate Amundi US into its operations.

Key Dates

Keywords

Amundi, Victory Capital Holdings, Amundi US, Shareholder Agreement, Preferred Stock, Common Stock, Acquisition, Board Nomination, Contribution Agreement