8-KOther EventsExhibits & Filings

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Corporate Update (May 27, 2022)

Filed May 27, 2022For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) filed an 8-K on May 27, 2022, to announce the extension and replacement of its $500 million Equity Distribution Program. This program allows the company to offer and sell its common stock from time to time through a syndicate of agents, including Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and Wells Fargo Securities, LLC. The new program is established under a recently filed shelf registration statement on Form S-3. Importantly, no shares were issued or sold under the previous Equity Distribution Program, which has now been terminated. While AMG has no immediate plans to issue or sell shares under the new program, the option exists for future flexibility. The filing also details the execution of Forward Sale Agreements, which permit the company to engage in forward sales of its stock. Investors should note that the primary purpose of this filing is to ensure the company has an active equity financing facility available, rather than indicating an immediate intention to raise capital through equity issuance.

Key Highlights

  • 1AMG has established a new $500 million Equity Distribution Program, replacing a prior program that was terminated without any shares being issued.
  • 2The new program allows for the offering and sale of common stock from time to time, providing potential future capital raising flexibility.
  • 3A syndicate of prominent investment banks, including Barclays, BofA Securities, Citigroup, J.P. Morgan, RBC Capital Markets, and Wells Fargo, are acting as agents for the program.
  • 4The program is supported by a new shelf registration statement on Form S-3 filed with the SEC.
  • 5The company has also entered into Forward Sale Agreements, which facilitate the potential for forward sales of its common stock.
  • 6AMG explicitly states there are no current plans to issue or sell shares under this new program, though this could change in the future.
  • 7The filing includes relevant agreements and an opinion of counsel regarding the validity of shares to be issued under the program.

Frequently Asked Questions

The primary purpose of this 8-K filing is to inform investors about the establishment of a new $500 million Equity Distribution Program and related Forward Sale Agreements. It supersedes and terminates a prior program under which no shares were issued. This new program ensures AMG has the flexibility to raise capital through the sale of its common stock if needed in the future.

No, the filing explicitly states that AMG has no current plans to issue or sell shares under the replacement Equity Distribution Program. The previous program was also terminated without any shares being issued.

The Equity Distribution Program is a facility that allows AMG to sell its common stock from time to time through a group of designated agents. The Forward Sale Agreements, entered into in conjunction with the program, provide a mechanism for the company to potentially engage in forward sales of its stock, which can be a method of raising capital.

Not necessarily. While the program provides a mechanism for raising capital, the company explicitly stated it has no current plans to issue or sell shares. This filing primarily serves to maintain an active and available financing option for future strategic decisions.