DEFA14A: Victory Capital Holdings Completes Amundi US Acquisition and Appoints New Board Members

Victory Capital Holdings finalizes the acquisition of Amundi US, welcomes two new directors nominated by Amundi to its board, and sees the retirement of Robert Hurst following Crestview's decreased ownership.

Summary

• Victory Capital Holdings completed the acquisition of Amundi Holdings US on April 1, 2025.
• As part of the acquisition, Victory Capital issued 3,293,471 shares of common stock and 14,305,982 shares of a new series of non-voting convertible preferred stock to Amundi.
• These shares represent 4.9% and 21.2% respectively of Victory Capital's fully diluted shares after the issuance.
• Robert Hurst retired as a Class II director on April 1, 2025, due to Crestview's ownership falling below 10%.
• Celine Boyer-Chammard and Dominique Carrel-Billiard were appointed to the Board on April 1, 2025, nominated by Amundi.
• Boyer-Chammard will serve as a Class II director until the 2026 Annual Meeting, and Carrel-Billiard will serve as a Class III director until the 2027 Annual Meeting.

Sentiment

Score: 7

Explanation: The document conveys a positive sentiment due to the completion of a strategic acquisition and the addition of experienced board members. However, there are also potential integration risks and board dynamic changes to consider.

Positives

• The acquisition of Amundi US has been successfully completed.
• Amundi's investment brings additional expertise and resources to Victory Capital.
• The appointment of Celine Boyer-Chammard and Dominique Carrel-Billiard adds experienced financial services professionals to the Board.
• The new directors have waived compensation, reducing expenses for the company.

Negatives

• Robert Hurst's retirement reduces Crestview's representation on the Board.

Risks

• The integration of Amundi US may present operational and financial challenges.
• Changes in board composition could lead to shifts in strategic direction.

Future Outlook

The document does not explicitly provide a future outlook, but the acquisition of Amundi US suggests a strategic move towards growth and expansion.

Industry Context

The acquisition of Amundi US reflects a trend of consolidation and strategic partnerships within the asset management industry, as firms seek to expand their capabilities and market reach.

Comparison to Industry Standards

• AXA Investment Managers, where Dominique Carrel-Billiard previously served as CEO, managed assets of 550 billion at the time, providing a benchmark for the scale of operations he is familiar with.
• La Financiere de l'Echiquier, where Dominique Carrel-Billiard also served as CEO, had estimated assets under management totaling 8 billion, indicating experience with boutique asset management firms.
• The Boston Consulting Group (BCG), where Celine Boyer-Chammard was a Managing Director and Partner, is a leading global consulting firm that works with many of the world's largest financial institutions.

Management Changes

Stakeholder Impact

• Shareholders will see changes in the board composition and potential strategic shifts.
• Employees of Amundi US will become part of Victory Capital.
• The acquisition could lead to new opportunities for customers and partners.

Next Steps

• Integration of Amundi US into Victory Capital's operations.
• The newly appointed directors will participate in Board meetings and contribute to strategic decision-making.
• Stockholders are encouraged to vote their shares prior to the Annual Meeting on May 7, 2025.

Key Dates

Keywords

Amundi, acquisition, board of directors, corporate governance, shareholder agreement, Victory Capital Holdings