UNITED STATES
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
 
September 13, 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, Texas
 
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 ☒
 
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 7.01.     Regulation FD Disclosure
 
On September 13, 2021, Victory Capital Holdings, Inc., “the Company”, provided slides to accompany its press release announcing its execution of a definitive agreement to acquire New Energy Capital Partners. A copy of the slides is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
 
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.

Item 8.01.     Other Events
 
On September 13, 2021, Victory Capital Holdings, Inc. issued a press release announcing its execution of a definitive agreement to acquire New Energy Capital Partners. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.     Financial Statements and Exhibits
 
d) Exhibits. The following exhibits are filed herewith:
 
Exhibit
    
 
Number
 
Description
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: September 13, 2021
By:
/s/ MICHAEL D. POLICARPO
   
Name: Michael D. Policarpo
   
Title: President, Chief Financial Officer and
Chief Administrative Officer

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Exhibit 99.1

Victory Capital Launches Alternative Investments Platform with Acquisition of New Energy Capital Partners

SAN ANTONIO--(BUSINESS WIRE)--September 13, 2021--Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today announced that its wholly owned operating subsidiary Victory Capital Management Inc. has reached a definitive agreement to acquire 100% of New Energy Capital Partners (“NEC”).

NEC will become Victory Capital’s 11th Investment Franchise and represents the Company’s first Franchise focusing exclusively on alternative investments. Founded in 2004 and based in Hanover, New Hampshire, NEC is a leading alternative asset management firm focused on debt and equity investments in clean energy infrastructure projects and companies. The transaction is expected to close during the fourth quarter of 2021 and be immediately accretive to Victory Capital’s earnings.

David Brown, Chairman and CEO of Victory Capital, said, “Launching an alternative investment platform creates an additional path for future growth. The same principles that have led to success in our traditional asset management business will guide the strategy for this part of our business. This includes adding autonomous Investment Franchises, with excellent investment performance track records and managing strategies designed to add value to client portfolios. Our operating and distribution infrastructure will support these Investment Franchises to allow them to stay focused on managing assets and serving clients.

“NEC perfectly embodies all of the characteristics we seek, and we particularly like their specialization in clean and renewable energy, which is a fast-growing market segment.”

With four active private closed-end funds, NEC is invested across both debt and equity instruments and has a diverse investor base of limited partners representing a mix of institutional investors including endowments, foundations, insurance companies, pension plans, health systems, government entities and family offices. With a broadly diversified portfolio of projects, spanning multiple energy markets and geographic jurisdictions, NEC generates returns that are uncorrelated with commodity exposure and traditional energy investments. NEC’s investment process will be unchanged and allow for continued long-term investment excellence.

“We are very excited to be partnering with an industry leader—Victory Capital—to enhance operating support and accelerate our growth trajectory,” said Scott Brown, Founder and CEO of NEC. “Following the transaction’s close, we look forward to benefiting from Victory Capital’s well-established distribution capabilities.

“Since we launched our first fund 17 years ago, the clean energy sector has substantially matured. Technology advancements have led to material declines in production costs and the industry’s economics have now reached a tipping point. This—coupled with increasing attention on climate change and rapidly evolving government standards—bodes well for solar, wind, and hydro technologies to increase their respective shares of the growing electrical generation market.”


In 2020, projects funded by NEC offset more than 4.4 million metric tons of carbon dioxide equivalents. This greenhouse gas abatement equates to planting more than 73 million trees.

Closing is subject to customary approvals, conditions and consents. BofA Securities is serving as financial advisor to Victory Capital, and Willkie Farr & Gallagher LLP is serving as legal advisor to Victory Capital. UBS is serving as financial advisor to NEC, and Choate Hall & Stewart LLP is serving as NEC’s legal advisor.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may include, without limitation, any statements preceded by, followed by or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory Capital’s control such as the COVID-19 pandemic and its effect on our business, operations and financial results going forward, as discussed in Victory Capital’s filings with the SEC, that could cause Victory Capital’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements.

Although it is not possible to identify all such risks and factors, they include, among others, the following: reductions in AUM based on investment performance, client withdrawals, difficult market conditions and other factors such as a pandemic; the nature of the Company’s contracts and investment advisory agreements; the Company’s ability to maintain historical returns and sustain its historical growth; the Company’s dependence on third parties to market its strategies and provide products or services for the operation of its business; the Company’s ability to retain key investment professionals or members of its senior management team; the Company’s reliance on the technology systems supporting its operations; the Company’s ability to successfully acquire and integrate new companies; the concentration of the Company’s investments in long-only small- and mid-cap equity and U.S. clients; risks and uncertainties associated with non-U.S. investments; the Company’s efforts to establish and develop new teams and strategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company’s ability to limit employee misconduct; the Company’s ability to meet the guidelines set by its clients; the Company’s exposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company’s ability to implement effective information and cyber security policies, procedures and capabilities; the Company’s substantial indebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations of third parties whose functions are integral to the Company’s ETF platform; the Company’s determination that Victory Capital is not required to register as an "investment company" under the 1940 Act; the fluctuation of the Company’s expenses; the Company’s ability to respond to recent trends in the investment management industry; the level of regulation on investment management firms and the Company’s ability to respond to regulatory developments; the competitiveness of the investment management industry; the dual class structure of the Company’s common stock; the level of control over the Company retained by Crestview GP; the Company’s status as an emerging growth company and a controlled company; and other risks and factors listed under "Risk Factors" and elsewhere in the Company’s filings with the SEC.

Such forward-looking statements are based on numerous assumptions regarding Victory Capital’s present and future business strategies and the environment in which it will operate in the future. Any forward-looking statement made in this press release speaks only as of the date hereof. Except as required by law, Victory Capital assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.


About Victory Capital

Victory Capital is a diversified global asset management firm with $162.9 billion in assets under management as of July 31, 2021. The Company operates a next-generation business model combining boutique investment qualities with the benefits of a fully integrated, centralized operating and distribution platform.

Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 10 autonomous Investment Franchises and a Solutions Platform, Victory Capital offers a wide array of investment styles and investment vehicles including, actively managed mutual funds, separately managed accounts, active ETFs, multi-asset class strategies, custom-designed solutions and a 529 College Savings Plan.

For more information, please visit www.vcm.com or follow us: Twitter and LinkedIn

About New Energy Capital

New Energy Capital is a leading alternative asset management firm which invests across the capital structures of small-and mid-sized clean energy infrastructure projects and companies.

Founded in 2004 and headquartered in Hanover, New Hampshire, NEC was one of the first investors to focus on clean energy and infrastructure assets. NEC has delivered a 17-year track record of strong performance on behalf of investors by focusing on real assets which generate stable cash flows based on long-term contracts with utilities and other creditworthy counterparties.

NEC has participated in transactions totaling more than $3 billion in total asset value. The investment team has extensive experience in all aspects of clean infrastructure investing, including evaluating energy markets, projects, and technologies; developing and financing domestic and international power generation, fuels, wastewater management, and distributed generation facilities; founding and managing renewable energy companies; and understanding the public policies that currently shape the landscape for the energy and related infrastructure markets.

Contacts

Investors:
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412
mdennis@vcm.com

Media:
Tricia Ross
310-622-8226
tross@finprofiles.com

Exhibit 99.2

 Launch of Alternative Investments Platform/Acquisition of New Energy Capital Partners September 13, 2021  
 

 Forward Looking Statements  2  This presentation may contain “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, competitive position and potential organic and inorganic growth opportunities. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms.  Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our beliefs and assumptions only as of the date of this presentation. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. 
 

 Strategic Rationale  New Energy Capital Partners Overview  Transaction Overview  Contents  3  Launch of Alternative Investments Platform 
 

 Transaction Overview  Transaction Overview, structure, & alignment  Victory Capital to acquire 100% of New Energy Capital Partners (NEC)NEC will become the 11th Victory Capital Investment Franchise1NEC’s investment team, process, and brand will remain unchangedSubstantial economic alignment through revenue sharing and earnout structureVictory Capital’s operations and distribution platform to provide scale and resources NEC’s senior management and investment leadership will continue to be significant investors in the strategies that they manageLaunches Victory Capital’s Alternative Investments Platform  Financing  Paying $65 million at closing, financed with cash on hand and potentially revolverPotential future payments based on revenue growth over a 6-year periodExpect to close in the fourth quarter of 20211No significant 1x integration costsMaintains capital flexibility for additional acquisitions  4  1The transaction is subject to regulatory and other customary approvals, conditions and consents, including approvals by NEC’s existing LPs. 
 

 Launch of Alternative Investments Platform  Guidingprinciples  Adds new organic and inorganic growth levers to businessAttractive fee rates, margins, and length of capital commitmentLeverages existing operating and distribution platformBroadens and diversifies product offeringsPotential to deepen existing client relationshipsValue added through our capability to create new product vehicles and wrappers to broaden distribution for alternative managersProducts are in demand and not easily disintermediated by passive strategies  5  Investment process autonomyCreative structuring to ensure alignment of incentivesSignificant organic growth potentialInvestment strategies that are value added to client portfoliosLong-term investment performance excellence   Why Alternative investments? 
 

 Strategic Rationale  Quality Investment team and process  Demonstrated investment excellence with 17-year investment performance track recordExperienced and highly specialized team of professionalsProprietary knowledge across regulatory jurisdictions and clean/renewable energy technologiesStrong cultural alignment with Victory Capital through shared entrepreneurial and ownership-oriented history  Strategies IN HIGH DEMAND  Clean and renewable energy investments are attracting capital as investors embrace ESG and impact investingAttractive income streams from stable long-term contracts with credit worthy counterpartiesContractually managed risk, uncorrelated with energy commoditiesTracking and reporting of environmental impacts  6  financial &Net Flow profile  Transaction expected to be immediately accretive to EPSFee rates exceed firm-wide average realized fee ratesLong-term locked up capital commitmentsElevates organic growth profile 
 

 New Energy Capital Partners Overview  Founded in 2004 by current CEO Scott Brown and Headquartered in Hanover, NHNEC was one of the first investors to focus on clean energy and infrastructure assetsPrivate equity fund structures with 5- to 10-year life and ability to earn carried interestInvested in more than 40 transactions totaling >$3 billion in asset value12 experienced investment professionals with more than 100 years of cumulative experience across the infrastructure and energy marketsAbility to invest in multiple technologies across the capital stack in both projects and companiesProprietary deal origination from robust network of developersDiverse LP base of endowments, foundations, insurance companies, pension plans, health systems and family offices  7    7 
 

 New Energy Capital Partners Overview  HISTORICAL FUND DEVELOPMENTNEC has a successful track record of raising funds and delivering strong returns for investors. Fund I, launched in 2004, has been fully realized and four funds are currently investing or in their harvesting stage:  8    FUND II  FUND III  FUND IV  FUND V  Fund Name  Alliance Fund I  Alliance Fund II  New Energy Capital Infrastructure Credit Fund  New Energy Capital Infrastructure Credit Fund II  Vintage (year)  2010  2015  2016  2018  Capital Commitments ($mm)  $114.6  $157.5  $328.3  $508.8  Focus  Hybrid  Hybrid  Debt  Debt  Initial Term  10-year Fund  10-year Fund  5-year Fund  6-year Fund