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AFFILIATED MANAGERS GROUP, INC. 8-K Report, Material Agreement (Dec 11, 2025)

Filed December 11, 2025For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) announced on December 11, 2025, the successful completion of a $425 million issuance of 5.500% Senior Notes due 2036. These notes are unsecured and unsubordinated obligations of the company, maturing on February 15, 2036, with semi-annual interest payments. The offering was conducted under a shelf registration statement and was supported by an underwriting agreement with BofA Securities, Citigroup Global Markets, and Wells Fargo Securities. The primary use of the net proceeds from this debt issuance is to fully redeem and settle obligations related to the company's 5.15% Convertible Trust Preferred Securities due 2037 of AMG Capital Trust II. Any remaining proceeds are earmarked for general corporate purposes. This transaction effectively refinances a portion of AMG's outstanding debt, potentially impacting its interest expense and capital structure.

Key Highlights

  • 1Completed issuance of $425 million in 5.500% Senior Notes due 2036.
  • 2Notes are unsecured and unsubordinated debt obligations of AMG.
  • 3Maturity date for the new senior notes is February 15, 2036.
  • 4Proceeds are intended to fully redeem and settle 5.15% Convertible Trust Preferred Securities due 2037.
  • 5Remaining proceeds will be used for general corporate purposes.
  • 6The issuance was registered under a shelf registration statement and involves a Third Supplemental Indenture.
  • 7Customary provisions, including change of control repurchase obligations, are included in the indenture.

Frequently Asked Questions

The primary purpose is to redeem and settle AMG's outstanding 5.15% Convertible Trust Preferred Securities due 2037. Any remaining funds will be used for general corporate purposes.

The Senior Notes have an aggregate principal amount of $425 million, mature on February 15, 2036, and bear interest at an annual rate of 5.500%, payable semi-annually. They are unsecured and unsubordinated debt of AMG.

This issuance allows AMG to refinance existing debt, specifically by replacing the 5.15% Convertible Trust Preferred Securities with new senior notes. This could lead to changes in interest expense and the company's overall debt maturity profile.

Yes, the indenture includes customary event of default provisions. It also restricts the company's ability to consolidate, merge, or sell substantially all assets and requires a repurchase offer upon certain change of control triggering events.