8-KSecurities & Listing

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Unregistered Securities Sale (Feb 29, 2008)

Filed February 29, 2008For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) filed an 8-K on February 29, 2008, reporting on the conversion of its Floating Rate Convertible Senior Debentures due 2033 (COBRAs) into common stock. Instead of redeeming the debentures on February 25, 2008, holders of most outstanding COBRAs elected to convert them into AMG common stock. AMG is expected to issue up to 4.3 million shares of its common stock by March 6, 2008, in connection with these conversions. The number of shares issued will depend on the market price of AMG's common stock over a specified period, as outlined in the Indenture. Importantly, AMG will not receive any cash proceeds from these conversions, but the conversion will fully retire all outstanding COBRAs. The shares are being issued under an exemption from registration under the Securities Act of 1933.

Key Highlights

  • 1AMG's convertible senior debentures (COBRAs) due 2033 are being converted into common stock rather than redeemed.
  • 2Approximately 4.3 million shares of AMG common stock are expected to be issued.
  • 3The share issuance is anticipated to be completed on or before March 6, 2008.
  • 4The conversion is contingent on the market price of AMG's common stock over a defined period.
  • 5AMG will not receive any cash proceeds from this conversion event.
  • 6Upon completion, all outstanding COBRAs will be retired and cancelled.
  • 7The issuance of shares is being conducted under Section 3(a)(9) of the Securities Act of 1933, exempting it from registration.

Frequently Asked Questions

The main event is the conversion of Affiliated Managers Group, Inc.'s (AMG) Floating Rate Convertible Senior Debentures due 2033 (COBRAs) into shares of AMG's common stock, instead of the debentures being redeemed.

AMG expects to issue up to 4.3 million shares of its common stock. The exact number will be determined by the market price of AMG's common stock over a specific period, as detailed in the governing Indenture.

No, AMG will not receive any cash proceeds from the conversion of the COBRAs into common stock. This transaction effectively retires the debt without cash inflow.

Once these conversions are complete, all outstanding COBRAs will be retired and cancelled, effectively eliminating this specific debt obligation from AMG's balance sheet.