8-KSecurities & Listing

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Unregistered Securities Sale (Feb 15, 2008)

Filed February 15, 2008For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) has filed an 8-K report disclosing the issuance of approximately 365,500 shares of its common stock on February 14, 2008. This issuance was made in exchange for $28,750,000 of Income PRIDES that were held by a specific institutional investor. Importantly, AMG did not receive any cash proceeds from this transaction; instead, the Income PRIDES were retired and cancelled. The company utilized an exemption from registration under Section 4(2) of the Securities Act of 1933, indicating that this exchange did not constitute a public offering. This transaction effectively reduces AMG's outstanding debt obligations represented by the Income PRIDES and increases its common stock count, which could impact future earnings per share and capital structure.

Key Highlights

  • 1AMG issued approximately 365,500 shares of common stock on February 14, 2008.
  • 2The shares were issued in exchange for $28,750,000 of Income PRIDES.
  • 3The transaction involved a specific institutional holder of Income PRIDES.
  • 4AMG received no cash proceeds from this exchange.
  • 5The exchanged Income PRIDES were retired and cancelled.
  • 6The issuance was conducted under the exemption provided by Section 4(2) of the Securities Act of 1933, indicating a private transaction not involving a public offering.

Frequently Asked Questions

The primary purpose was to retire and cancel $28,750,000 of Income PRIDES held by an institutional investor by exchanging them for AMG common stock. This effectively reduced AMG's outstanding financial obligations related to those PRIDES.

No, AMG did not receive any cash proceeds from this exchange. The transaction was solely an exchange of AMG's common stock for its outstanding Income PRIDES.

AMG issued these shares under the exemption provided by Section 4(2) of the Securities Act of 1933. This exemption typically applies to transactions that do not involve a public offering, such as private placements to sophisticated investors.

This transaction reduces AMG's outstanding Income PRIDES liabilities by $28,750,000. It also increases the number of outstanding common shares, which will impact metrics like earnings per share and the company's debt-to-equity ratio.