Under the terms of the merger agreement, Diamond Hill shareholders received $175.00 per share in cash, valuing the company at approximately $473 million. The price represented a 49% premium over Diamond Hill's closing share price of $117.48 on December 10, 2025, the last trading day before announcement, and a 44% premium over the company's 30-day volume-weighted average price. The merger agreement structured Diamond Hill's merger into Soar Christopher Holdings, Inc., a wholly owned merger subsidiary of First Eagle Investment Management, LLC.
First Eagle funded the merger consideration through a combination of cash on hand and by drawing on existing credit facilities under its Existing Credit Agreement; the transaction was not subject to a financing condition. Upon closing, amounts outstanding under Diamond Hill's own credit agreement were expected to be fully repaid and terminated. First Eagle's CEO Mehdi Mahmud stated the deal reflected First Eagle's "ongoing effort to expand the range of investment solutions" offered to clients, citing cultural fit in "fiduciary mindset, commitment to investment excellence, and long-term orientation." The acquisition was described as materially expanding First Eagle's footprint in traditional fixed income, an area of recent growth for Diamond Hill, while Diamond Hill's U.S.-focused multi-cap equity platform was described as complementary to First Eagle's existing Global Value and Small Cap franchises. Pro forma for the transaction, First Eagle's combined assets under management and under advisement were approximately $208 billion as of September 30, 2025 (as stated at announcement) and approximately $213 billion as of March 31, 2026 (as stated at closing); Diamond Hill's standalone AUM/AUA was $32.4 billion as of September 30, 2025 and approximately $27 billion as of March 31, 2026. Diamond Hill CEO Heather Brilliant continued to lead Diamond Hill post-closing while also assuming the newly created role of Chief Operating Officer of First Eagle.
Diamond Hill's financial advisor, Broadhaven Capital Partners, valued the company using a comparable public companies analysis of publicly traded asset managers (including Cohen & Steers, Federated Hermes, Franklin Resources, Invesco, Janus Henderson, T. Rowe Price, Victory Capital and Virtus Investment Partners), applying reference ranges of enterprise value to estimated EBITDA of 5.0x-8.0x for 2025E, 4.5x-7.0x for 2026E and 4.0x-6.5x for 2027E, which implied per-share values of $136-$189, $128-$172 and $119-$163, respectively, versus an estimated present value of the merger consideration of approximately $171.86-$170.29 per share (assuming six- to nine-month periods to closing, discounted at 3.70%). Broadhaven also performed a precedent transactions analysis referencing announced asset-management M&A deals such as Guardian Capital/Desjardins, CCLA/Jupiter Fund Management, AXA Investment Managers/BNP Paribas Cardif, Amundi Holdings US/Victory Capital, Putnam Investments/Franklin Resources, and others, analyzing EV/EBITDA multiples (with and without expected synergies) of those deals at announcement.
According to the "Background of the Merger" section of the merger proxy, First Eagle CEO Mehdi Mahmud first approached Diamond Hill CEO Heather Brilliant on July 31, 2025 to discuss industry trends, with Mahmud indicating First Eagle (following Genstar Capital's acquisition of a controlling interest in First Eagle) was looking to expand through acquisitions of smaller asset managers. The merger agreement included a 35-day "go-shop" period running through January 14, 2026, during which Broadhaven contacted 14 parties (four private equity sponsors and ten strategic counterparties) to solicit superior proposals; all 14 declined to pursue a transaction without requesting further diligence, and the go-shop period ended with no alternative proposals received.
The merger agreement provided for a company termination fee of $18,000,000 payable by Diamond Hill under specified circumstances (such as termination for a superior proposal or an adverse board recommendation change), reduced to $9,000,000 if Diamond Hill terminated for a superior proposal from a party that qualified as an "Excluded Party" under the go-shop provisions prior to the applicable cut-off date. The transaction was subject to approval by Diamond Hill shareholders, certain mutual fund/registered fund board and client-consent related approvals, and clearance under the Hart-Scott-Rodino Antitrust Improvements Act; the agreement contained no financing contingency.
Diamond Hill shareholders approved the merger agreement at a special meeting held March 3, 2026; as of the January 27, 2026 record date there were 2,705,580 common shares outstanding, and holders of 1,916,147 shares (approximately 70.82% of shares outstanding) were present or represented by proxy, constituting a quorum. The merger closed on April 22, 2026. Diamond Hill's common shares ceased trading and were removed from listing on the Nasdaq Global Select Market, and the company became a wholly owned subsidiary of First Eagle, continuing to operate under its existing brand from its Columbus, Ohio headquarters with no stated changes to its investment philosophy or process.
On the financial advisory side, Broadhaven Capital Partners served as lead financial advisor to Diamond Hill, and UBS Investment Bank served as financial advisor to First Eagle. For legal representation, Davis Polk & Wardwell LLP and Vorys, Sater, Seymour & Pease LLP served as legal advisors to Diamond Hill, while Willkie Farr & Gallagher LLP served as legal advisor to First Eagle. FGS Global served as strategic communications advisor to Diamond Hill.