ITEM 1.01 Entry Into a Material Definitive Agreement.
On September 23, 2020, Affiliated Managers Group, Inc. (the "Company") completed
the issuance and sale of $250,000,000 aggregate principal amount of the
Company's 4.750% Junior Subordinated Notes due 2060 (the "Notes"). The Notes
were issued pursuant to a junior subordinated notes indenture, dated as of
March 27, 2019 (the "Base Indenture"), as supplemented by the second
supplemental indenture thereto, dated as of September 23, 2020 (the "Second
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"). In
addition, pursuant to the Underwriting Agreement (as defined below), the Company
has granted the underwriters for the offering of Notes an option, exercisable
for 30 days from September 17, 2020, to purchase up to an additional $37,500,000
aggregate principal amount of Notes solely to cover over-allotments.
On September 17, 2020, the Company also entered into an underwriting agreement
(the "Underwriting Agreement"), among BofA Securities, Inc., Morgan Stanley &
Co. LLC, RBC Capital Markets, 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 September 17,
2020, as filed with the Securities and Exchange Commission on September 18, 2020
(the "Prospectus Supplement"); the prospectus as so supplemented forms part of
the Registration Statement.
The Notes, which are unsecured junior subordinated obligations of the Company,
will mature on September 30, 2060 and will bear interest at a rate of 4.750% per
year, with interest payable on March 30, June 30, September 30 and December 30
of each year, beginning on December 30, 2020, subject to the Company's right to
defer interest payments as described in the Prospectus Supplement. The Company
may redeem the Notes at any time, in whole or in part, on one or more occasions,
on or after September 30, 2025 at a redemption price that is equal to their
principal amount plus accrued and unpaid interest. The Company may redeem the
Notes in whole, but not in part, at any time prior to September 30, 2025,
following certain tax and rating agency events and at certain specified
redemption prices as described in the Prospectus Supplement. The Company intends
to use the net proceeds from the issuance and sale of the Notes for general
corporate purposes, which may include the repayment of indebtedness, share
repurchases and investments in new and existing boutique investment management
firms. See "Use of Proceeds" in the final prospectus supplement.
A copy of the Base Indenture is incorporated by reference as Exhibit 4.1 to this
Current Report on Form 8-K, and copies of the Underwriting Agreement, the Second
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, 4.2, 4.3 and 5.1, respectively, to this Current Report
on Form 8-K 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.
ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated September 17, 2020, among
Affiliated Managers Group, Inc. and BofA Securities, Inc., Morgan
Stanley & Co. LLC, RBC Capital Markets, LLC and Wells Fargo
Securities, LLC, as representatives of the underwriters named
therein.
4.1 Indenture for Junior Subordinated Notes between Affiliated
Managers Group, Inc., as issuer, and U.S. Bank National
Association, as trustee, dated as of March 27, 2019 (incorporated
by reference to Exhibit 4.1 to Affiliated Managers Group, Inc.'s
Form 8-K, dated March 27, 2019).
4.2 Second Supplemental Indenture, dated as of September 23, 2020,
between Affiliated Managers Group, Inc., as issuer, and U.S. Bank
National Association, as trustee.
4.3 Form of 4.750% Junior Subordinated Note due 2060 (included in
Exhibit 4.2).
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to
the validity of the Notes.
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included
in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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