false 0001004434 0001004434 2021-07-08 2021-07-08 0001004434 us-gaap:CommonStockMember 2021-07-08 2021-07-08 0001004434 mgrb:M5.875JuniorSubordinatedNotesDue2059Member 2021-07-08 2021-07-08 0001004434 mgrb:M4.750JuniorSubordinatedNotesDue2060Member 2021-07-08 2021-07-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 8, 2021

 

 

AFFILIATED MANAGERS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-13459   04-3218510
(Commission File Number)   (IRS Employer Identification No.)

 

777 South Flagler Drive, West Palm Beach, Florida 33401
(Address of Principal Executive Offices)

(800) 345-1100

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock ($0.01 par value)   AMG   New York Stock Exchange
5.875% Junior Subordinated Notes due 2059   MGR   New York Stock Exchange
4.750% Junior Subordinated Notes due 2060   MGRB   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


ITEM 1.01

Entry into a Material Definitive Agreement.

On July 13, 2021, Affiliated Managers Group, Inc. (the “Company”) completed the issuance and sale of $200,000,000 aggregate principal amount of the Company’s 4.200% Junior Subordinated Notes due 2061 (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 third supplemental indenture thereto, dated as of July 13, 2021 (the “Third 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 July 8, 2021, the Company also entered into an underwriting agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, 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 July 8, 2021, as filed with the Securities and Exchange Commission on July 9, 2021 (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, 2061 and will bear interest at a rate of 4.200% per year, with interest payable on March 30, June 30, September 30 and December 30 of each year, beginning on September 30, 2021, 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, 2026 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, 2026, following certain tax and rating agency events 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 investment management firms. See “Use of Proceeds” in the 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 Third Supplemental Indenture, the form of Note and the opinion of Skadden, Arps, Slate, Meagher & Flom LLP are attached hereto as Exhibits 1.1, 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.

 

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 July 8, 2021, among Affiliated Managers Group, Inc. and Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the underwriters named therein.

 

2


               
4.1    Indenture for Junior Subordinated Notes, dated as of March 27, 2019, between Affiliated Managers Group, Inc., as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Affiliated Managers Group, Inc.’s Current Report on Form 8-K filed on March 27, 2019).
4.2    Third Supplemental Indenture, dated as of July 13, 2021, between Affiliated Managers Group, Inc., as issuer, and U.S. Bank National Association, as trustee.
4.3    Form of 4.200% Junior Subordinated Note due 2060 (included in Exhibit 4.2).
5.1    Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
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).

 

3


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    AFFILIATED MANAGERS GROUP, INC.

Date: July 13, 2021

    By:  

/s/ David M. Billings

    Name:   David M. Billings
    Title:   General Counsel and Secretary
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