News Release - 11/4/2021

Victory Capital Announces Planned Acquisition of WestEnd Advisors
SAN ANTONIO--(BUSINESS WIRE)-- Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the“Company”) today announced that it has entered into a definitive agreement to acquire 100% of WestEnd Advisors, LLC(“WestEnd”).
WestEnd will become Victory Capital’s 12th Investment Franchise and represents a new dimension of growth anddiversification. Founded in 2004, and headquartered in Charlotte, North Carolina, WestEnd provides financial advisors
with turnkey, core model allocation strategies serving as holistic solutions and complementary sources of alpha. With
approximately $18 billion in assets, the firm offers four primary ETF strategies and one large cap core strategy, all in tax
efficient Separately Managed Account (SMA) structures.
“The acquisition of WestEnd Advisors is very strategic and transformational to our business,” said David Brown, Chairman
and CEO of Victory Capital. “It adds a high-quality and proven investment platform as well as a new product capability ina fast-growing market segment.
“WestEnd is well positioned to continue benefiting from multiple secular industry tailwinds including the use of ETFs as
cost effective investment delivery vehicles, increasing adoption of model portfolios by financial intermediaries, and themove by a growing number of financial advisors to fee-based revenue models.
“These ongoing trends have led to outsourced SMA models being one of the fastest growth areas in the asset
management industry. WestEnd is a leader in the third-party ETF model space and, through the first three quarters of2021, generated $3.5 billion, or 30%, net organic growth in assets. With our strong presence on major financial
intermediary platforms and the wide geographic reach of our distribution coverage, we believe we are well-positioned tocontinue WestEnd’s growth. Longer-term, we see exciting potential to launch new products and make new solutions
available to a growing client base.”
Michael Goldman, Managing Partner of WestEnd Advisors, said: “WestEnd has grown quickly as an independentcompany and we believe we can continue that growth by joining forces with the right partner. Victory Capital aligns
culturally with WestEnd. They also possess the requisite scale and well-established distribution network to be additive to
our existing distribution activities and should serve as a catalyst for future growth. There will be no changes to our proveninvestment process or to our team as a result of this transaction, which will provide for a smooth and seamless transition
for our clients.”
Under terms of the purchase agreement, Victory Capital will acquire WestEnd for an upfront payment upon closing of$480 million with deferred earnout payments over a number of years upon the satisfaction of certain revenue growthtargets. The transaction is expected to close before the end of this year and be immediately accretive to earnings.

1Closing is subject to customary approvals, conditions and consents. BofA Securities is serving as financial advisor toVictory Capital and has provided committed financing in connection with the acquisition. Willkie Farr & Gallagher LLP isserving as legal advisor to Victory Capital. PJT Partners is serving as financial advisor to WestEnd, and Alston & Bird LLP
is serving as WestEnd’s legal advisor.
The Company’s management team will host a conference call tomorrow, November 5, at 8:00 a.m. ET to discuss thirdquarter financial results and the WestEnd acquisition. Supplemental materials will be available on the investor relations
section of the Company’s website at https://ir.vcm.com before the conference call begins.
To participate in the conference call, please call (877) 823-8673 (domestic) or (647) 689-4067 (international), shortly
before 8:00 a.m. ET and reference the Victory Capital Conference Call. A live, listen-only webcast will also be available
via the investor relations section of the Company’s website at https://ir.vcm.com. For anyone who is unable to join the live
event, an archive of the webcast will be available for replay, at the same location, shortly after the call concludes.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation ReformAct of 1995. These statements may include, without limitation, any statements preceded by, followed by or includingwords 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’sfilings with the SEC, that could cause Victory Capital’s actual results, performance or achievements to be materiallydifferent 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 apandemic; the nature of the Company’s contracts and investment advisory agreements; the Company’s ability to maintainhistorical returns and sustain its historical growth; the Company’s dependence on third parties to market its strategies andprovide 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 itsoperations; the Company’s ability to successfully acquire and integrate new companies, including WestEnd; theconcentration of the Company’s investments in long-only small- and mid-cap equity and U.S. clients; risks anduncertainties associated with non-U.S. investments; the Company’s efforts to establish and develop new teams andstrategies; the ability of the Company’s investment teams to identify appropriate investment opportunities; the Company’sability to limit employee misconduct; the Company’s ability to meet the guidelines set by its clients; the Company’sexposure to potential litigation (including administrative or tax proceedings) or regulatory actions; the Company’s ability toimplement effective information and cyber security policies, procedures and capabilities; the Company’s substantialindebtedness; the potential impairment of the Company’s goodwill and intangible assets; disruption to the operations ofthird 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’sexpenses; the Company’s ability to respond to recent trends in the investment management industry; the level ofregulation on investment management firms and the Company’s ability to respond to regulatory developments; the2competitiveness of the investment management industry; the dual class structure of the Company’s common stock; thelevel of control over the Company retained by Crestview GP; the Company’s status as an emerging growth company anda controlled company; and other risks and factors listed under "Risk Factors" and elsewhere in the Company’s filings withthe SEC.
Such forward-looking statements are based on numerous assumptions regarding Victory Capital’s present and futurebusiness strategies and the environment in which it will operate in the future. Any forward-looking statement made in thispress release speaks only as of the date hereof. Except as required by law, Victory Capital assumes no obligation toupdate these forward-looking statements, or to update the reasons actual results could differ materially from thoseanticipated 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 $159.9 billion in assets under management as of
September 30, 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 andindividual investors. With 11 autonomous Investment Franchises and a Solutions Platform, Victory Capital offers a widearray of investment styles and investment vehicles including, actively managed mutual funds, separately managed
accounts, active ETFs, multi-asset class strategies, custom-designed solutions, private funds and a 529 Education
Savings Plan.
For more information, please visit www.vcm.com or follow us: Twitter and LinkedIn
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
Source: Victory Capital Holdings, Inc.

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