Current Report Filing (8-k)
November 22 2021 - 4:14PM
Edgar (US Regulatory)
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2021-11-17
2021-11-17
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
November 17, 2021
Date of Report (date of earliest event reported)
Victory Capital Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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001-38388
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32-0402956
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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15935 La Cantera Parkway; San Antonio, TX
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78256
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(Address of principal executive offices)
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(Zip Code)
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(216) 898-2400
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, Par Value $0.01
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VCTR
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NASDAQ
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Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive
Agreement.
On
November 17, 2021, Victory Capital Holdings, Inc. (the “Company”) entered into an underwriting agreement by and among
the Company, Crestview Victory L.P., Crestview Advisors L.L.C., Reverence Capital Partners Opportunities Fund I, L.P., Reverence
Capital Partners Opportunities Fund I (Cayman), L.P., Reverence Capital Partners Opportunities Fund I (AI), L.P., and RCP Lake
Co-Invest, L.P. (the “Selling Stockholders”), and BofA Securities, Inc. and Goldman Sachs & Co. LLC, as
representatives of the several underwriters named therein (the “Underwriters”). Pursuant to the terms of the
Underwriting Agreement, the Selling Stockholders agreed to sell, and the Underwriters agreed to purchase, subject to and on the
conditions set forth therein, an aggregate of 4,000,000 shares (the “Shares”) of the Company’s Class A common
stock, par value $0.01 per share, pursuant to the Company’s effective shelf Registration Statement on
Form S-3 (File No. 333-259784). The Company did not receive any proceeds from the offering.
The Selling
Stockholders also granted the Underwriters a 30-day option to purchase up to an additional 600,000 shares of the Company’s
Class A Common Stock.
The description of the
Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached
to this report as Exhibit 1.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed
herewith:
SIGNATURE(S)
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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VICTORY CAPITAL HOLDINGS, INC.
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Date: November 22, 2021
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By:
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/s/ Michael D. Policarpo
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Name: Michael D. Policarpo
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Title: President, Chief Financial Officer and Chief Administrative Officer
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