UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
| Victory Capital Holdings, Inc. |
(Name of Issuer)
|
| Class A Common Stock, $0.01 par value per share |
(Title of Class of Securities)
|
| 92645B103 |
(CUSIP Number)
|
| December 31, 2019 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| ý | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
CUSIP No. 92645B103
|
13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview Partners II GP, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a) :o |
| (b) :o |
| 3 |
SEC Use Only
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with: | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
35,251,137 (1)(2) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
35,251,137 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
35,251,137 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o |
| 11 |
Percent of Class Represented by Amount in Row (9)
68.3%(3)(4) |
| 12 |
Type of Reporting Person
PN |
| (1) | This total represents the 35,251,137 shares of Class A common stock, par value $0.01 (“Class A Common Stock”) of Victory Capital Holdings, Inc. (the “Issuer”) that would be issued in connection with the full conversion of the 35,251,137 shares of Class B common stock, par value $0.01 (“Class B common stock”) of the Issuer that are directly beneficially owned by Crestview Victory, L.P. (“Crestview Victory”) and deemed to be beneficially owned by the Reporting Person. The shares of Class B Common Stock are convertible at any time by Crestview Victory on a one-for-one basis into shares of Class A Common Stock and have no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock on the date which the number of outstanding shares of Class B Common Stock represent less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain “Permitted Transfers” as defined in the Issuer’s amended restated certificate of incorporation. | |
| (2) | Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. |
| (3) | The percentage herein is based on 16,325,352 shares of Class A Common Stock outstanding as of October 31, 2019 as reported in the Issuer’s Form 10-Q filed November 13, 2019 and 35,251,137 shares of Class B Common Stock directly beneficially owned by Crestview Victory which may be convertible into shares of Class A Common Stock at any time by Crestview Victory on a one-for-one basis, calculated pursuant to Rule 13d-3 of the Act in which any securities that are subject to conversion privileges shall be deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for purposes of computing the percentage of the class by any other person. | |
| (4) | Based on a total of 67,569,717 shares of common stock (consisting of 16,325,352 shares of Class A Common Stock and 51,244,365 shares of Class B Common Stock, in each case, outstanding as of October 31, 2019 as reported in the Issuer’s Form 10-Q filed November 13, 2019), the Reporting |
| Person beneficially owns 52.2% of the Issuer’s outstanding common stock. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock. |
|
CUSIP No. 92645B103
|
13G
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Crestview Victory, L.P. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) | (a):o |
| (b):o |
| 3 |
SEC Use Only
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| Number of Shares Beneficially Owned by Each Reporting Person with: | 5 |
Sole Voting Power
0 |
| 6 |
Shared Voting Power
35,251,137(1)(2) | |
| 7 |
Sole Dispositive Power
0 | |
| 8 |
Shared Dispositive Power
35,251,137 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
35,251,137 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
o |
| 11 |
Percent of Class Represented by Amount in Row (9)
68.3%(3)(4) |
| 12 |
Type of Reporting Person
PN |
| (1) | This total represents the 35,251,137 shares of Class A Common Stock that would be issued in connection with the full conversion of the 35,251,137 shares of Class B Common Stock that are directly beneficially owned by the Reporting Person. The shares of Class B Common Stock are convertible at any time by the Reporting Person on a one-for-one basis into shares of Class A Common Stock and have no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock on the date which the number of outstanding shares of Class B Common Stock represent less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain “Permitted Transfers” as defined in the Issuer’s amended restated certificate of incorporation. | ||||||
| (2) | Each share of Class A Common Stock is entitled to one vote and each share of Class B Common Stock is entitled to ten votes. | ||||||
| (3) | The percentage herein is based on 16,325,352 shares of Class A Common Stock outstanding as of October 31, 2019 as reported in the Issuer’s Form 10-Q filed November 13, 2019 and 35,251,137 shares of Class B Common Stock directly beneficially owned by the Reporting Person which may be convertible into shares of Class A Common Stock at any time by the Reporting Person on a one-for-one basis, calculated pursuant to Rule 13d-3 of the Act in which any securities that are subject to conversion privileges shall be deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for purposes of computing the percentage of the class by any other person. | ||||||
| (4) | Based on a total of 67,569,717 shares of common stock (consisting of 16,325,352 shares of Class A Common Stock and 51,244,365 shares of Class B Common Stock, in each case, outstanding as of October 31, 2019 as reported in the Issuer’s Form 10-Q filed November 13, 2019), the Reporting Person beneficially owns 52.2% of the Issuer’s outstanding common stock. The percentage reported does not reflect the ten for one voting power | ||||||
| of the Class B Common Stock. |
| Item | 1. |
| (a) | Name of Issuer |
Victory Capital Holdings, Inc., a Delaware corporation (the “Issuer”).
| (b) | Address of Issuer’s Principal Executive Offices |
4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144.
| Item | 2. |
| (a) | Name of Person Filing |
See Item 2(b) below.
| (b) | Address of Principal Business Office or, if none, Residence |
| (1) | Crestview Partners II GP, L.P. c/o Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022 |
| (2) | Crestview Victory, L.P. c/o Crestview Partners 590 Madison Avenue, 42nd Floor New York, NY 10022 |
| (c) | Citizenship |
See item 4 on Cover Pages to this Schedule 13G.
| (d) | Title of Class of Securities |
Class B Common Stock, par value $0.01 per share
| (e) | CUSIP Number |
| 92645B103 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
(a) Amount beneficially owned:
See item 9 on Cover Pages to this Schedule 13G.
Crestview Partners II GP, L.P. is the general partner of each of Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of Crestview Victory GP, LLC and a limited partner of Crestview Victory, L.P. Crestview Victory GP, LLC is the general partner of Crestview Victory, L.P. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 35,251,137 shares of Class B Common Stock directly owned by Crestview Victory, L.P. The 35,251,137 shares of Class B Common Stock are convertible at any time by Crestview Victory, L.P. on a one-for-one basis into shares of Class A Common Stock and have no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock on the date which the number of outstanding shares of Class B Common Stock represent less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock. In addition, each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain “Permitted Transfers” as defined in the Issuer’s amended restated certificate of incorporation.
Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein.
(b) Percent of class:
See item 11 on Cover Pages to this Schedule 13G. The percentage herein is based on 16,325,352 shares of Class A Common Stock outstanding as of October 31 2019 as reported in the Issuer’s Form 10-Q filed November 13, 2019 and 35,251,137 shares of Class B Common Stock directly beneficially owned by Crestview Victory which may be convertible into shares of Class A Common Stock at any time by Crestview Victory on a one-for-one basis calculated pursuant to Rule 13d-3 of the Act in which any securities that are subject to conversion privileges shall be deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but shall not be deemed to be outstanding for purposes of computing the percentage of the class by any other person.
Based on a total of 67,569,717 shares of common stock (consisting of 16,325,352 shares of Class A Common Stock and 51,244,365 shares of Class B Common Stock, in each case, outstanding as of October 31, 2019 as reported in the Issuer’s Form 10-Q filed November 13, 2019), the Reporting Persons each beneficially own 52.2% of the Issuer’s outstanding common stock. The percentage reported does not reflect the ten for one voting power of the Class B Common Stock.
(c) Number of shares as to which such person has:
| (i) | Sole power to vote or to direct the vote |
See item 5 on Cover Pages to this Schedule 13G.
| (ii) | Shared power to vote or to direct the vote |
See item 6 on Cover Pages to this Schedule 13G.
| (iii) | Sole power to dispose or to direct the disposition of |
See item 7 on Cover Pages to this Schedule 13G.
| (iv) | Shared power to dispose or to direct the disposition of |
See item 8 on Cover Pages to this Schedule 13G.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
None.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2020
| CRESTVIEW PARTNERS II GP, L.P. | ||||||
| By: Crestview, L.L.C., its general partner | ||||||
| By: | /s/ Ross A. Oliver | |||||
| Name: | Ross A. Oliver | |||||
| Title: | General Counsel | |||||
| CRESTVIEW VICTORY, L.P. | ||||||
| By: Crestview Victory GP, LLC, its general partner | ||||||
| By: | /s/ Ross A. Oliver | |||||
| Name: | Ross A. Oliver | |||||
| Title: | General Counsel | |||||
EXHIBIT 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13G (including amendments thereto) with respect to the Class B Common Stock, par value $0.01 per share, of Victory Capital Holdings, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(l)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement this February 13, 2020.
| CRESTVIEW PARTNERS II GP, L.P. | ||||||
| By: Crestview, L.L.C., its general partner | ||||||
| By: | /s/ Ross A. Oliver | |||||
| Name: | Ross A. Oliver | |||||
| Title: | General Counsel | |||||
| CRESTVIEW VICTORY, L.P. | ||||||
| By: Crestview Victory GP, LLC, its general partner | ||||||
| By: | /s/ Ross A. Oliver | |||||
| Name: | Ross A. Oliver | |||||
| Title: | General Counsel | |||||