|
ITEM 1.01
|
Entry Into a Material Definitive Agreement
|
On June 5, 2020, Affiliated Managers Group, Inc. (the “Company”) completed the issuance and sale of $350,000,000 aggregate principal amount of the Company’s 3.300% Senior Notes due 2030 (the “Notes”). The Notes were issued pursuant to a senior notes indenture, dated as of June 5, 2020 (the “Base Indenture”), as supplemented by the first supplemental indenture thereto, dated as of June 5, 2020 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case between the Company and U.S. Bank National Association, as trustee. The Notes have been registered under the Securities Act of 1933, as amended, by a shelf registration statement on Form S-3ASR (Registration No. 333-230423) which became effective March 21, 2019 (the “Registration Statement”).
On June 2, 2020, the Company also entered into an underwriting agreement (the “Underwriting Agreement”), among Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein.
The terms of the Notes are described in the Company’s prospectus dated March 21, 2019, as supplemented by the final prospectus supplement dated June 2, 2020, as filed with the Securities and Exchange Commission on June 3, 2020; the prospectus as so supplemented forms part of the Registration Statement.
The Notes, which are unsecured and unsubordinated obligations of the Company, will mature in 2030 and will bear interest at the rate of 3.300% per year, with interest payable on June 15 and December 15 of each year, beginning on December 15, 2020. The Company may redeem the Notes at any time, in whole or in part, at a make-whole redemption price plus accrued and unpaid interest. In addition to customary event of default provisions, the Indenture limits the Company’s ability to consolidate, merge or sell all or substantially all of its assets and requires the Company to make an offer to repurchase the Notes upon certain change of control triggering events.
The Company intends to use the net proceeds of this offering to repay all of the currently outstanding indebtedness under its revolving credit facility, with the remainder being used to repay a portion of the currently outstanding indebtedness under its senior unsecured term loan facility. See “Use of Proceeds” in the final prospectus supplement.
Copies of the Underwriting Agreement, Base Indenture, the First Supplemental Indenture, the form of Note and the opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the validity of the Notes are attached hereto as Exhibits 1.1, 4.1, 4.2, 4.3 and 5.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement, the Indenture and the Notes are summaries only and are qualified in their entirety by the complete text of such documents attached to this Current Report on Form 8-K.