Form S-3 Victory Capital Holdings
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER
THE SECURITIES ACT OF 1933
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Delaware
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6282
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32-0402956
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer Identification
Number) |
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Chief Legal Officer and Head of
Human Resource Administration
15935 La Cantera Parkway
San Antonio, TX 78256
(216) 898-2400
Danielle Scalzo
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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Large accelerated filer
☐
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Accelerated filer
☒
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☒
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Title of Each Class of Securities to Be Registered
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Amount to Be
Registered(1) |
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Proposed
Maximum Offering Price per Share(2) |
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Proposed
Maximum Aggregate Offering Price(2) |
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Amount of Registration
Fee |
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Class A common stock, $0.01 par value
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| | | | | 44,973,804(3) | | | | | | $ | 33.97 | | | | | | $ | 1,527,760,122 | | | | | | $ | 166,679 | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 7 | | | |
| | | | | 10 | | | |
| | | | | 12 | | | |
| | | | | 12 | | | |
| | | | | II-4 | | | |
| | | | | II-6 | | | |
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Name
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Shares Beneficially Owned
Prior to Offering |
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Number of
Shares Covered by this Registration Statement |
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Shares Beneficially
Owned After the Covered Shares are Sold(1) |
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Number of
Shares(2) |
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% of Total
Common Stock |
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% of Total
Voting Power(2) |
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Number of
Shares |
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Number
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Percent
|
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Crestview Victory(3)
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| | | | 35,251,136 | | | | | | 51.8% | | | | | | 65.9% | | | | | | 35,251,136 | | | | | | 0 | | | | | | * | | |
Crestview(3) | | | | | 10,928 | | | | | | * | | | | | | * | | | | | | 10,928 | | | | | | 0 | | | | | | * | | |
Reverence Capital Partners Opportunities Fund I, L.P. (4)
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| | | | 3,456,070 | | | | | | 5.1% | | | | | | 6.5% | | | | | | 3,456,070 | | | | | | 0 | | | | | | * | | |
Reverence Capital Partners Opportunities Fund I (Cayman), L.P. (4)
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| | | | 2,873,496 | | | | | | 4.2% | | | | | | 5.4% | | | | | | 2,873,496 | | | | | | 0 | | | | | | * | | |
Reverence Capital Partners Opportunities Fund I (AI), L.P.(4)
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| | | | 55,259 | | | | | | * | | | | | | * | | | | | | 55,259 | | | | | | 0 | | | | | | * | | |
RCP Lake Co-Invest, L.P.(4)
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| | | | 3,326,915 | | | | | | 4.9% | | | | | | 6.2% | | | | | | 3,326,915 | | | | | | 0 | | | | | | * | | |
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Amount to be Paid
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SEC registration fee
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| | | $ | 166,679 | | |
Legal fees and expenses
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| | | | 50,000* | | |
Accounting fees and expenses
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| | | | 30,000* | | |
Printing Fees
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| | | | 20,000* | | |
Miscellaneous
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| | | | 20,000* | | |
TOTAL
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| | | | 286,679* | | |
| | | | VICTORY CAPITAL HOLDINGS, INC. | | |||
| | | | By: | | |
/s/ David C. Brown
Name: David C. Brown
Title: Chairman and Chief Executive Officer |
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Signature
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Title
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Date
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/s/ David C. Brown
David C. Brown
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Chairman and Chief Executive Officer (Principal Executive Officer)
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September 24, 2021
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/s/ Michael Policarpo
Michael Policarpo
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President, Chief Financial Officer and Chief Administrative Officer (Principal Financial Officer and Principal Accounting Officer)
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September 24, 2021
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/s/ Milton R. Berlinski
Milton R. Berlinski
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Director
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September 24, 2021
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/s/ Alex Binderow
Alex Binderow
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Director
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September 24, 2021
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/s/ Lawrence Davanzo
Lawrence Davanzo
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Director
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September 24, 2021
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/s/ Richard M. DeMartini
Richard M. DeMartini
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Director
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September 24, 2021
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Signature
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Title
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Date
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/s/ James B. Hawkes
James B. Hawkes
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Director
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September 24, 2021
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/s/ Karin Hirtler-Garvey
Karin Hirtler-Garvey
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Director
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September 24, 2021
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/s/ Robert J. Hurst
Robert J. Hurst
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Director
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September 24, 2021
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/s/ Alan H. Rappaport
Alan H. Rappaport
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Director
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September 24, 2021
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Exhibit
Number |
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Description
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| 1.1 | | | Form of Underwriting Agreement * | |
| 3.1 | | | | |
| 3.2 | | | | |
| 4.1 | | | | |
| 4.2 | | | | |
| 4.3 | | | Second Amended and Restated Shareholders’ Agreement between the Registrant and the investors listed on the signature pages thereto (previously filed as Exhibit 4.3 to Form S-1 filed on February 6, 2018) | |
| 4.4 | | | | |
| 5.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 24.1 | | | |
Exhibit 5.1
787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
September 24, 2021
Victory Capital Holdings, Inc.
15935 La Cantera Parkway
San Antonio, TX 78256
Ladies and Gentlemen:
We have acted as counsel to Victory Capital Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission on September 24, 2021 (the “Registration Statement”) under the Securities Act of 1933 (as amended, the “Act”), relating to the offer and sale by the selling stockholders of the Company named therein (the “Selling Stockholders”) of an aggregate of 44,973,804 shares of the Company’s Class A common stock (the “Common Stock”), par value $0.01 per share (collectively, the “Shares”).
We have examined copies of the amended and restated certificate of incorporation of the Company, the amended and restated bylaws of the Company, the Registration Statement, all relevant resolutions adopted by the Company’s board of directors and such other records and documents that we have deemed necessary for the purpose of this opinion. We have also examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, papers, statutes and authorities as we have deemed necessary to form a basis for the opinions hereinafter expressed.
As to questions of fact material to the opinions expressed below, we have relied without independent check or verification upon certificates and comparable documents of public officials and officers and representatives of the Company and statements of fact contained in the documents we have examined. In our examination and in rendering our opinions contained herein, we have assumed (i) the genuineness of all signatures of all parties; (ii) the authenticity of all corporate records, documents, agreements, instruments and certificates submitted to us as originals and the conformity to original documents and agreements of all documents and agreements submitted to us as conformed, certified or photostatic copies; and (iii) the capacity of natural persons.
Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares to be sold by the Selling Stockholders are validly issued, fully paid and non-assessable.
This opinion is limited to the General Corporation Law of the State of Delaware and to the specific legal matters expressly addressed herein, and no opinion is expressed or implied with respect to the laws of any other jurisdiction or any legal matter not expressly addressed herein. The opinions expressed herein are given as of the date hereof, and we assume no obligation to update or supplement such opinions after the date hereof. Insofar as provisions of any of the documents referenced in this opinion letter for indemnification or contribution, the enforcement thereof may be limited by public policy considerations.
Brussels Chicago Frankfurt Houston London Los Angeles Milan
New York Palo Alto Paris Rome San Francisco Washington
September 24, 2021
Page 2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the prospectus included as part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Willkie Farr & Gallagher LLP
Willkie Farr & Gallagher LLP
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in this Registration Statement (Form S-3) and related Prospectus of Victory Capital Holdings, Inc. for the registration of Class A common stock and to the incorporation by reference therein of our report dated March 15, 2021, with respect to the consolidated financial statements of Victory Capital Holdings, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Cleveland, Ohio
September 24, 2021
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