Rating affirmation and outlook change
S&P Global Ratings affirmed the BB issuer credit rating of Victory Capital Holdings Inc. (NYSE:VCTR) on 1 September 2026 and revised the outlook from positive to stable, citing the company’s announced $7.0 billion acquisition of First Eagle Investments.
Acquisition details
Victory Capital disclosed on 26 August 2026 that it had signed a definitive agreement to acquire 100 % of First Eagle Investments, a privately held global asset manager with approximately $222 billion in assets under management, from Genstar Capital and First Eagle employees.
Financing structure
The transaction is largely debt‑financed and will be funded through a combination of cash on hand, a $3.5 billion term loan B, $950 million senior secured notes, $2.0 billion of new equity, and the assumption of First Eagle’s existing $575 million senior secured notes.
Expected leverage and rating considerations
S&P’s stable outlook reflects its expectation that Victory will operate with leverage in the range of 3.0×‑4.0× for the twelve months following acquisition close. The rating could be downgraded if leverage rises above 4.0× or if operating or investment performance deteriorates. Conversely, the rating could be upgraded over the longer term if Victory demonstrates sustained positive inflows, maintains stable margins through organic growth and successful integration, or keeps leverage below 3.0× on a sustained basis.
Pro‑forma scale and revenue impact
The acquisition is projected to increase Victory’s scale substantially, resulting in pro‑forma assets under management of roughly $571 billion and combined revenue of more than $3 billion in 2027.
Strategic synergies
S&P notes that the deal is complementary to Victory’s existing businesses, supported by growing assets under management, expanded global operations, and diversified distribution channels. Integration of First Eagle’s $40 billion alternative credit and collateralized loan obligation platform will give Victory exposure to growing, diversified asset classes.
Rating watch criteria
S&P indicated that a leverage breach above 4.0× or a deterioration in business performance could trigger a rating downgrade, while sustained leverage below 3.0×, positive net inflows, and stable margins could support a future rating upgrade.