Willkie Farr & Gallagher, Ropes & Gray, and Davis Polk advised on Victory Capital’s $7 billion acquisition of First Eagle Investments.

Victory Capital Holdings, Inc. Entered into a definitive agreement to acquire 100% of First Eagle Investments from Genstar Capital and First Eagle employees for total consideration of approximately $7 billion. The consideration comprises approximately $4.4 billion in cash and $2 billion in newly issued Victory Capital equity, with Victory Capital also assuming $575 million of First Eagle’s existing 7.25% senior secured notes due 2032.

Upon closing, the combined company is expected to have approximately $571 billion in total client assets, positioning Victory Capital as one of the largest publicly traded traditional asset managers in the U.S.

Willkie Farr & Gallagher LLP advised Victory Capital Holdings, Inc. On its acquisition of First Eagle Investments.

The team was led by Partners David Boston and Danielle Scalzo.

Ropes & Gray advised Genstar Capital in connection with the sale of First Eagle Investments.

The team was led by mergers & acquisitions partners Elizabeth Langton, Ariel Deckelbaum and Tom Fraser, and asset management partner George Raine and included tax partner Chris Roman, mergers & acquisitions counsel Nicholas Roper, finance partners Nitin Konchady and Michael Lee and counsel Amy Olson, private equity partners Elizabeth Gallucci and Jay Freedman and associates Matthew Kaczor and Kim Ton-That, asset management partners Brynn Rail and Eve Ellis, counsel James Forbes and associates Max Li and Eddie Ahanmisi, executive compensation and employee benefits partner Kyle Higley, employment partner Jen Cormier, counsel Jeff Battle and associate Patrick Maher, antitrust partners Ruchit Patel, Deidre Johnson and Jackie Grise and counsel Derek Yee and intellectual property transactions partner Jordan Altman.

Davis Polk advised the management of First Eagle Investments in connection with the acquisition.

The corporate team included Partner Evan Rosen. Partner Travis Triano and Associate Josh (Joshua) Ehrhart provided executive compensation advice; Partner Corey M. Goodman provided tax advice; and Partner Stephen A. Byeff provided capital markets advice. All members of the Davis Polk team are based in the New York office.