ITEM 8.01 OTHER EVENTS.
OnAugust 31, 2021 ("Closing Date"),Federated Hermes, Inc. ("FHI"), through its subsidiary,Federated Holdings (UK) II Limited ("Buyer", and, collectively with FHI, as applicable, "Federated Hermes"), completed the acquisition of a 29.5% interest inHermes Fund Managers Limited ("HFML") fromBT Pension Scheme Trustees Limited , as trustee for and on behalf of the BT Pension Scheme ("BTPS" or "Seller") for £116.5 million (approximately$161.5 million ) ("Purchase Price") pursuant to the terms of that certain Put and Call Option Deed, datedJuly 2, 2018 (the "Option Deed"), among BTPS, Buyer and FHI. FHI, through the Buyer, had previously acquired ("Acquisition") a majority interest in HFML from the Seller onJuly 2, 2018 , effectiveJuly 1, 2018 , pursuant to the terms of that certain Share Sale Agreement datedApril 12, 2018 ("Purchase Agreement"), among the Seller andFederated Hermes . The remaining approximate 10% of the equity interests of HFML is held in an employee benefit trust for the benefit of certain members of HFML's management and other key employees under a long-term incentive plan established in connection with the Acquisition. FHI had previously announced that, onApril 20, 2021 , BTPS provided a Valuation Request Notice toFederated Hermes requesting determination of the fair value of HFML in accordance with the terms of the Option Deed. Pursuant to the Option Deed,Federated Hermes and BTPS agreed upon a third-party valuation company, which determined the fair value of HFML for purposes of the Option Deed. The Option Deed provided that the consideration to be paid for BTPS' remaining interest in HFML would be based on BTPS' equity proportion of the fair value of HFML as determined in accordance with the terms of the Option Deed.Federated Hermes and BTPS have accepted the third party fair valuation of HFML.Federated Hermes paid the Purchase Price by using a combination of cash on hand and borrowings under its corporate credit facility. Upon completion of the acquisition on the Closing Date, BTPS no longer has any ownership interest in HFML nor any representation on HFML's board of directors. BTPS remains a significant client with$12.0 billion in assets under management invested in severalFederated Hermes sponsored or managed investment products, including$10.1 billion in long-term private market strategies as ofJuly 31, 2021 . Upon the completion of the acquisition by Buyer of BTPS' 29.5% interest in HFML, the Option Deed, as well as that certain Shareholders' Agreement, dated as ofJuly 2, 2018 , among BTPS,Federated Hermes , and HFML, terminated in accordance with their respective terms. OnAugust 13, 2021 , FHI entered into a foreign currency forward transaction withCiti Bank, N.A. under an existingInternational Swaps and Derivatives Association, Inc. Master Agreement datedJune 9, 2010 . Under this forward transaction, FHI committed to purchase £117.1 million (representing the Purchase Price and 0.5% stamp duty on the transfer of the interest in HFML) at an all-in forward rate of 1.386345 for settlement onAugust 31, 2021 in the amount of$162.3 million .
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
Exhibit 104 Cover Page Interactive Data File
(embedded within the Inline XBRL
document)
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