8-KOther EventsExhibits & Filings

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Corporate Update (Apr 3, 2006)

Filed April 3, 2006For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) announced on March 28, 2006, that it has entered into an agreement to sell convertible trust preferred securities through a private placement to qualified institutional investors. This offering is exempt from the registration requirements of the Securities Act of 1933. The company also revealed that its Board of Directors has authorized a new stock repurchase program, allowing for the purchase of up to 3,000,000 shares of its common stock. As part of the new repurchase program, approximately 1,000,000 shares of AMG's common stock were purchased in conjunction with the convertible trust preferred securities offering. This filing serves to report these material events, including the attached press release detailing the offering.

Key Highlights

  • 1AMG entered into an agreement to sell convertible trust preferred securities via a private placement.
  • 2The offering targets qualified institutional investors and is exempt from SEC registration requirements.
  • 3A new stock repurchase program has been authorized by the Board of Directors.
  • 4The authorized repurchase program allows for the acquisition of up to 3,000,000 shares of common stock.
  • 5Approximately 1,000,000 shares were repurchased as part of the convertible trust preferred securities offering.
  • 6The filing includes a press release dated March 28, 2006, as an exhibit.

Frequently Asked Questions

This 8-K filing is to report material events, specifically AMG's agreement to sell convertible trust preferred securities in a private placement and the authorization of a new stock repurchase program.

Convertible trust preferred securities are a type of hybrid security that combines features of both debt and equity. They typically pay a fixed dividend like preferred stock and can be converted into the issuing company's common stock under certain conditions.

The offering is being conducted as a private placement to qualified institutional investors, exempt from the registration requirements of the Securities Act of 1933. This is a common method for companies to raise capital efficiently from sophisticated investors without the extensive disclosure and regulatory hurdles of a public offering.

The stock repurchase program indicates management's belief that the company's stock may be undervalued and demonstrates a commitment to returning capital to shareholders. The repurchase of shares can also help offset the dilutive effect of any future stock issuances or employee stock options and can boost earnings per share.