0000950170-24-084357.txt : 20240717 0000950170-24-084357.hdr.sgml : 20240717 20240717174653 ACCESSION NUMBER: 0000950170-24-084357 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240708 FILED AS OF DATE: 20240717 DATE AS OF CHANGE: 20240717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Amundi CENTRAL INDEX KEY: 0001330387 ORGANIZATION NAME: STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 241123192 BUSINESS ADDRESS: STREET 1: 91-93 BOULEVARD PASTEUR CITY: PARIS STATE: I0 ZIP: 75015 BUSINESS PHONE: 33 1 43 23 30 30 MAIL ADDRESS: STREET 1: 91-93 BOULEVARD PASTEUR CITY: PARIS STATE: I0 ZIP: 75015 FORMER NAME: FORMER CONFORMED NAME: Amundi Group DATE OF NAME CHANGE: 20100122 FORMER NAME: FORMER CONFORMED NAME: Credit Agricole Asset Management Group DATE OF NAME CHANGE: 20060123 FORMER NAME: FORMER CONFORMED NAME: Segespar DATE OF NAME CHANGE: 20050616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Amundi Asset Management SAS CENTRAL INDEX KEY: 0002029250 ORGANIZATION NAME: STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38388 FILM NUMBER: 241123191 BUSINESS ADDRESS: STREET 1: 91-93 BOULEVARD PASTEUR CITY: PARIS STATE: I0 ZIP: 75015 BUSINESS PHONE: 33(0)176333030 MAIL ADDRESS: STREET 1: 91-93 BOULEVARD PASTEUR CITY: PARIS STATE: I0 ZIP: 75015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Victory Capital Holdings, Inc. CENTRAL INDEX KEY: 0001570827 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] ORGANIZATION NAME: 02 Finance IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4900 TIEDEMANN ROAD STREET 2: 4TH FLOOR CITY: BROOKLYN STATE: OH ZIP: 44144 BUSINESS PHONE: 216-898-2400 MAIL ADDRESS: STREET 1: 4900 TIEDEMANN ROAD STREET 2: 4TH FLOOR CITY: BROOKLYN STATE: OH ZIP: 44144 3 1 ownership.xml 3 X0206 3 2024-07-08 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001330387 Amundi 91-93 BOULEVARD PASTEUR PARIS I0 75015 FRANCE true false true false 0002029250 Amundi Asset Management SAS 91-93 BOULEVARD PASTEUR PARIS I0 75015 FRANCE true false true false Common Stock 3172982 I See Explanation of Responses Preferred Stock Common Stock I See Explanation of Responses 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... (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. 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. (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. 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"). (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). 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"). (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. 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. 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. 2024-07-16 /s/ Nicolas Calcoen, Deputy Chief Executive Officer of Amundi Asset Management S.A.S. 2024-07-16