8-KOther EventsExhibits & Filings

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Corporate Update (Aug 6, 2013)

Filed August 6, 2013For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) filed an 8-K on August 6, 2013, to announce the filing of a registration statement and prospectus supplement. This filing effectively replaces a prior supplement from August 2012 that allowed for the sale of up to $400 million in common stock. Of that amount, AMG had previously sold $147.2 million under forward sale arrangements that remain unsettled. The company stated it has no current intention to sell additional shares of common stock at this time. This filing is primarily administrative, related to updating their shelf registration for potential future equity offerings, with a significant portion of the previously authorized capacity still available ($252.8 million). In connection with the prospectus supplement, AMG entered into initial forward sale agreements and distribution agency agreements with several prominent financial institutions, including Merrill Lynch, Deutsche Bank, Citigroup, and others. These agreements, along with an opinion from Ropes & Gray LLP regarding share validity, were attached as exhibits to the filing.

Key Highlights

  • 1AMG filed a new registration statement and prospectus supplement on August 6, 2013, to replace an expiring one from August 2012.
  • 2The prior supplement allowed for up to $400 million in common stock sales.
  • 3AMG had previously sold $147.2 million of common stock under forward sale arrangements that are not yet settled.
  • 4A remaining capacity of $252.8 million exists under the previous authorization.
  • 5The company explicitly states no current intention to sell additional shares of common stock.
  • 6AMG entered into forward sale agreements and distribution agency agreements with multiple financial institutions.
  • 7The filing includes exhibits detailing the forms of these agreements and a legal opinion on share validity.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce the filing of a new registration statement and prospectus supplement with the SEC. This filing effectively replaces an older one that was set to expire and updates the company's ability to potentially issue shares of common stock in the future.

No, AMG did not sell $400 million worth of stock on August 6, 2013. The $400 million was the maximum amount authorized for sale under a previous prospectus supplement from August 2012. Of that, $147.2 million had been sold under unsettled forward sale arrangements, and the company explicitly stated it had no current intention to sell additional shares at the time of this filing.

Forward sale arrangements, in this context, are agreements where AMG agreed to sell shares of its common stock at a future date. The proceeds from these sales had not yet been received by the company at the time of the filing, as the arrangements had not yet been settled. This is a common way for companies to manage potential future equity issuance and pricing.

AMG entered into forward sale and distribution agency agreements with several financial institutions, including Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., and Wells Fargo Securities, LLC (or an affiliate).