8-KMaterial AgreementsFinancial EventsOther Events+1

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Material Agreement (Aug 12, 2008)

Filed August 12, 2008For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) has filed an 8-K report detailing the issuance of $460 million in aggregate principal amount of 3.95% Convertible Senior Notes due 2038. These notes were issued in two tranches: $400 million on August 6, 2008, and an additional $60 million on August 11, 2008. The primary purpose of this filing is to disclose the material definitive agreement related to this debt issuance. Investors should note the significant long-term nature of this debt, maturing in 2038. The notes carry a relatively low coupon rate of 3.95%, with potential for contingent interest payments under specific trading price conditions after 2013. The conversion feature allows holders to convert the notes into AMG common stock under certain conditions, with an initial conversion price of approximately $125.65 per share. The company has elected not to file a shelf registration statement for the resale of these notes or underlying stock, meaning resale will likely be subject to registration exemptions. The filing also outlines potential 'additional interest' payments under specific circumstances related to SEC filing compliance and the tradability of the notes.

Key Highlights

  • 1AMG issued a total of $460 million in 3.95% Convertible Senior Notes due 2038.
  • 2The notes were issued in two tranches, with the bulk ($400 million) issued on August 6, 2008, and the remainder ($60 million) on August 11, 2008.
  • 3The notes mature on August 15, 2038, and bear interest at 3.95% per annum, paid semi-annually.
  • 4Holders have the option to convert the notes into AMG common stock under specific conditions, with an initial conversion price of approximately $125.65 per share.
  • 5The company may be required to pay contingent interest after August 15, 2013, if the note's trading price exceeds 120% of its principal amount.
  • 6AMG will not file a shelf registration statement for the resale of the notes or common stock, impacting resale liquidity for holders.
  • 7Potential for 'additional interest' payments exists if the company fails to meet SEC filing requirements or if the notes are not freely tradable.

Frequently Asked Questions

AMG issued a total of $460 million in aggregate principal amount of 3.95% Convertible Senior Notes due 2038.

The notes mature on August 15, 2038, subject to earlier conversion, redemption, or repurchase.

Investors can convert the notes under several conditions, including if the common stock's sale price exceeds 130% of the conversion price for a specified period, if the notes' trading price falls below 98% of the converted value of the underlying stock, upon certain corporate transactions, or after the notes are called for redemption. Holders can also convert at their option from February 15, 2038, until maturity.

No, AMG will not file a shelf registration statement for the resale of the notes or any common stock issuable upon conversion. This means holders may only resell their notes or common stock by utilizing an exemption from the Securities Act registration requirements.