| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/08/2024 |
3. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 3,172,982(1)(2) | I(1)(2) | See Explanation of Responses(1)(2)(3)(4)(5)(6)(7)(8)(9)(10) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Preferred Stock | (3)(5)(6) | (3)(5)(6) | Common Stock(3)(5)(6) | (1)(2) | (3)(5)(6) | I(1)(2) | See Explanation of Responses(1)(2)(3)(4)(5)(6)(7)(8)(9)(10) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On July 8, 2024, Amundi Asset Management ("Amundi AM"), Amundi S.A. ("Amundi S.A." together with Amundi AM, the "Reporting Persons") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Contribution Agreement (the "Contribution Agreement") pursuant to which, subject to its terms and conditions, Amundi AM will contribute, and the Issuer will accept, all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM ("Amundi US"), in exchange for the securities in the Issuer described herein comprised of (i) a number of shares of Common Stock, par value $0.01 (the "Common Stock") representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance... |
| 2. (continued from footnote 1) and (ii) a number of newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock"), which together with the Common Stock will represent at the closing of the transaction approximately 26.1% of Issuer's outstanding capital stock on a fully diluted basis, after giving effect to the issuance, subject to certain adjustments as provided in the Contribution Agreement. Amundi AM will acquire the Common Stock and the Preferred Stock upon the closing of the transaction, subject to the closing conditions set forth in the Contribution Agreement. Amundi AM is a wholly-owned subsidiary of Amundi S.A. In addition, the Reporting Persons are the beneficial owners of 756 shares of the Issuer as of the date of this filing, which are directly owned by a whole owned subsidiary of Amundi AM, KBI Global Investors Ltd. |
| 3. Pursuant to the terms of a Shareholder Agreement that Amundi AM and the Issuer will enter into upon the closing of the transaction (the "Shareholder Agreement"), the Reporting Persons will not be permitted to transfer shares of Common Stock and Preferred Stock beneficially owned by them for three years following the closing of the transaction, subject to certain exceptions. |
| 4. (continued from footnote 3) Under the terms of the Shareholder Agreement, upon the closing of the transaction, Amundi AM will have the right to require the Issuer to nominate and use reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have two individuals designated by Amundi AM elected to the Issuer's board of directors (the "Board") for so long as Amundi AM and its permitted transferees own at least 50% of the shares Amundi AM acquired pursuant to the Contribution Agreement and one individual designated by Amundi AM elected to the Board for so long as Amundi AM and its permitted transferees own at least 33% (but less than 50%) of the shares Amundi AM acquired pursuant to the Contribution Agreement. |
| 5. The Preferred Stock is not convertible at the option of the holder and will only be convertible into Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Conversion Transfer"). |
| 6. (continued from footnote 5) The Preferred Stock will be convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis (assuming approval of an increase in the number of authorized shares of Preferred Stock by the Issuer's stockholders). Separately, Amundi AM will be permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis (assuming approval of an increase in the number of authorized shares of Preferred Stock by the Issuer's stockholders). |
| 7. On July 8, 2024, Amundi AM entered into a Voting Agreement (the "Crestview Voting Agreement") with Crestview Victory, L.P. and Crestview Advisors, L.L.C. (together, "Crestview"), and a Voting Agreement (together with the Crestview Voting Agreement, the "Voting Agreements") with certain officers of the Issuer (the "Executives") and a three-person committee of employees of the Issuer (the "Employee Shareholders Committee" or the "ESC") authorized to vote Common Stock held by certain employees of the Issuer pursuant to the terms of that certain Employee Shareholders' Agreement, dated as of February 12, 2018, by and among the Issuer, the Employee Shareholders' Committee and those certain employees of the Issuer party thereto (the "Employee Shareholders' Agreement"). |
| 8. (continued from footnote 7) Pursuant to the terms of the Voting Agreements, each of Crestview and the ESC will agree to vote (and the ESC agrees to direct the Executives to vote) and the Executives agree to vote or direct their respective brokers to vote, the Common Stock covered by the respective Voting Agreement in favor of the issuance of the Common Stock and the Preferred Stock to Amundi AM in connection with the transaction contemplated in the Contribution Agreement, amendments to the Issuer's certificate of incorporation to provide for certain rights to Amundi AM and any other matters required to consummate the transaction. The foregoing obligations of Crestview, the ESC and the Executive under the Voting Agreements will terminate upon the earlier of the closing of the transaction and the termination of the Contribution Agreement. Certain other obligations of Crestview and the ESC will survive the closing of the transaction. |
| 9. By virtue of the Voting Agreements, the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by Crestview, the ESC and the Executives. |
| 10. Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934 (the "Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, part of a "group" (within the meaning of Rule 13d-5(b)(1) under the Act) by virtue of the Voting Agreements or have beneficial ownership of the Common Stock held by any party thereto. The Reporting Persons may be deemed a director by deputization for purposes of Section 16 of the Act by virtue of the fact that it will have the right under the Shareholders Agreement to have its designees elected to the board of directors of the Issuer as representatives of the Reporting Persons. |
| /s/ Nicolas Calcoen, Deputy Chief Executive Officer of Amundi S.A. | 07/16/2024 | |
| /s/ Nicolas Calcoen, Deputy Chief Executive Officer of Amundi Asset Management S.A.S. | 07/16/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
