VCTR Victory Capital Holdings Inc

 

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	001-38388	32-0402956
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

 

15935 La Cantera Parkway; San Antonio, TX		78256
(Address of principal executive offices)		(Zip Code)

 

(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	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, Par Value $0.01	VCTR	NASDAQ

 

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:

 

Exhibit
Number		Description
1.1		Underwriting Agreement, dated November 17, 2021, by and among the Company, the Selling Stockholders and BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

 

 

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.

 

	VICTORY CAPITAL HOLDINGS, INC.
Date: November 22, 2021	By:	/s/ Michael D. Policarpo
		Name: Michael D. Policarpo
		Title: President, Chief Financial Officer and Chief Administrative Officer