Filing Flows › Victory Capital Holdings (VCTR) › Takeover & LBO
Is Victory Capital Holdings (VCTR) a takeover target?
A leveraged buyout at today's price plus 30% ($143.81 a share) would return about 7% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $104.10 a share (−6% against today's $110.62). Historically 4.0% of companies with its figures were bought within a year (0.79× the average). Latest signal (2026-11-06): As previously disclosed, on August 25, 2026, Victory Capital Holdings, Inc. (“ we ”, “ Victory ”, or the “ Company ”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Fortify.
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $143.81 | today's $110.62 plus 30% |
| × shares | 62.5 million | |
| = Equity value | $9.0B | |
| + Debt refinanced | $966M | |
| − Cash | $208M | |
| + Other claims | $200K | preferred stock, minority interests |
| = Enterprise value | $9.7B | 13.4× EBITDA of $727M |
| Fees | $195M | 2% of the price |
| New debt | $4.0B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $5.9B | 60% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $1.7B | $785M | $306M | $369M | $3.6B |
| Year 2 | $1.8B | $838M | $278M | $433M | $3.2B |
| Year 3 | $1.9B | $884M | $245M | $495M | $2.7B |
| Year 4 | $2.0B | $922M | $207M | $555M | $2.1B |
| Year 5 | $2.1B | $950M | $164M | $611M | $1.5B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 10.5× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $10.0B | |
| − Debt left | $1.5B | |
| = Buyer's equity | $8.5B | |
| Money multiple | 1.43× | on $5.9B put in |
| Buyer's yearly return (IRR) | 7.4% |
Price against return
What the buyer makes at other premiums over today's $110.62; the IRR reaches 20% at $104.10 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $121.68 | 13.4% |
| 20% | $132.74 | 10.1% |
| 30% | $143.81 | 7.4% |
| 40% | $154.87 | 5.0% |
| 50% | $165.93 | 2.9% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $1.6B | |
| EBITDA, last 12 months | $727M | 45.6% of revenue |
| Depreciation and amortization | $83.3M | |
| Capital spending | $3.6M | |
| Debt | $966M | |
| Cash | $208M | |
| Share price | $110.62 | on Oct 30, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows 8.0% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 24% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers in its sector paid a median premium of 14.9% over the share price before the deal (the middle half 9.5% to 33.6%), according to the 17 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Victory Capital Holdings would cost about $127.10 a share, $7.9B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 9.5% | $121.13 | $7.6B |
| Median | 14.9% | $127.10 | $7.9B |
| High end (a quarter paid more) | 33.6% | $147.79 | $9.2B |
The odds, from history
Historically 4.0% of companies with its figures were bought within a year (0.79× the average). Its figures put it in decile 4 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Rumors and deal signals
- 2026-11-06 · 8-K deal · As previously disclosed, on August 25, 2026, Victory Capital Holdings, Inc. (“ we ”, “ Victory ”, or the “ Company ”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Fortify
- 2026-10-16 · DEFM14A · Merger proxy (DEFM14A)
Victory Capital Holdings' latest quarter
Victory Capital Holdings, Q3 2026: revenue $397M (+10% year over year), operating margin 34.7%, net earnings $91.3M, operating cash flow $223M. The chart follows the revenue to costs, profit and cash.
Questions
Is Victory Capital Holdings being acquired?
The latest signal on file is from 2026-11-06: As previously disclosed, on August 25, 2026, Victory Capital Holdings, Inc. (“ we ”, “ Victory ”, or the “ Company ”) entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Fortify. A headline is not a deal; Filing Flows lists the news, 8-K filings and 13D filings about a sale.
Could private equity buy Victory Capital Holdings?
A leveraged buyout at today's price plus 30% ($143.81 a share) would return about 7% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $104.10 a share (−6% against today's $110.62).
What would a takeover of Victory Capital Holdings cost?
Takeovers in its sector paid a median premium of 14.9% over the share price before the deal (the middle half 9.5% to 33.6%), according to the 17 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Victory Capital Holdings would cost about $127.10 a share, $7.9B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.