Item 1.01             Entry into a Material Definitive Agreement.

On January 17, 2020, Victory Capital Holdings, Inc., a Delaware corporation (the "Company"), entered into the First Amendment to the Credit Agreement (the "First Amendment") dated as of July 1, 2019 with the other loan parties thereto, Barclays Bank PLC, as administrative agent, the Royal Bank of Canada as fronting bank, and the lenders party thereto which amends the Credit Agreement dated as of July 1, 2019 (the "Existing Credit Agreement") among the Company, the lenders from time to time party thereto and Barclays Bank PLC, as administrative agent and collateral agent.

Pursuant to the First Amendment, the Company refinanced the existing term loans (the "Existing Term Loans") with replacement term loans in an aggregate principal amount of $951,999,999.50 (the "Repriced Term Loans"). The Repriced Term Loans provide for substantially the same terms as the Existing Term Loans, including the same maturity date of June 2026, except that the Repriced Term Loans provide for a reduced applicable margin on LIBOR of 75 basis points. The applicable margin on LIBOR under the Repriced Term Loans is 2.50%, compared to 3.25% under the Existing Term Loans.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the First Amendment to Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.


Item 2.03             Creation of a Direct Financial Obligation or an Obligation

under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 is hereby incorporated by reference into this Item 2.03.




Item 8.01             Other Events.

On January 21, 2020, the Company issued a press release announcing the First Amendment to the Credit Agreement. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.




Item 9.01             Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
Number      Description
  10.1        First Amendment to Credit Agreement, dated as of January 17, 2020,
            by and among the Company, the other loan parties thereto, Barclays
            Bank PLC, as administrative agent, the Royal Bank of Canada as
            fronting bank, and the lenders party thereto.

  99.1        Press Release, dated January 21, 2020.



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