Item 1.01 Entry into a Material Definitive Agreement. OnDecember 7, 2021 ,Artisan Partners Holdings LP ("Holdings"), of whichArtisan Partners Asset Management Inc. is the sole general partner, entered into a Note Purchase Agreement (the "Agreement") with the note purchasers named therein, a number of which are also parties to Holdings' Note Purchase Agreement datedJune 6, 2019 . Pursuant to the Agreement, Holdings agreed to issue$90 million of Series F Senior Notes in a private placement transaction onAugust 16, 2022 , subject to the satisfaction of certain customary closing conditions. The Series F Notes will bear interest at a rate of 3.10% per annum and will mature onAugust 16, 2032 . In addition to other covenants, the Agreement contains the following financial covenants: •Holdings will not permit its Leverage Ratio (as defined in the Agreement) on any date to exceed 3.00 to 1.00. •Holdings will not permit its Interest Coverage Ratio (as defined in the Agreement) in respect of any period of four consecutive fiscal quarters to be less than 4.00 to 1.00. The Agreement includes customary events of default. Upon an event of default, the Series F Notes then outstanding generally will become due and payable. In addition, in the event of a Change in Control (as defined in the Agreement) or if Artisan's average AUM for a fiscal quarter is below$45 billion , Holdings will generally be required to offer to pre-pay the notes. Artisan Partners Limited Partnership, a wholly-owned subsidiary of Holdings, will guarantee Holdings' obligations under the terms of the Agreement. This summary of the Agreement is qualified in its entirety by reference to the terms of the Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement. The information included in Item 1.01 above is incorporated by reference into this Item 2.03. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description of Exhibit Note Purchase Agreement, dated as ofDecember 7, 2021 , among Artisan 10.1Partners Holdings LP and the purchasers listed therein 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source