UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| ITEM 1.01 | Entry into a Material Definitive Agreement. |
On November 15, 2024, Affiliated Managers Group, Inc. (the “Company”) entered into a Third Amended and Restated Credit Agreement (the “Revolving Credit Agreement”), providing for a $1.25 billion senior unsecured multicurrency revolving credit facility maturing on November 15, 2029, with Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, and the other lending institutions from time to time party thereto, which amended and restated the Company’s existing Second Amended and Restated Credit Agreement, dated as of October 25, 2021, as subsequently amended through the date hereof. Subject to certain conditions, the Company may increase the commitments under the Revolving Credit Agreement by up to $500 million.
Borrowings under the Revolving Credit Agreement may be used for working capital and other general corporate purposes, including investments in new and existing Affiliates, repayment of debt, repurchases of the Company’s common stock, and the payment of cash dividends on the Company’s common stock.
Certain of the lenders under the Revolving Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, underwriting, trust, or other advisory or commercial services to the Company and its subsidiaries and Affiliates.
The Revolving Credit Agreement contains certain financial covenants with respect to leverage and interest coverage, as well as customary affirmative and negative covenants, including limitations on priority indebtedness, asset dispositions and fundamental corporate changes, and certain customary events of default which could result in acceleration of amounts due. Many of these conditions and restrictions are subject, however, to certain minimum thresholds and exceptions.
This description is a summary and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated by reference as though fully set forth herein.
| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Third Amended and Restated Credit Agreement, dated as of November 15, 2024, by and among Affiliated Managers Group, Inc., Bank of America, N.A., as administrative agent, letter of credit issuer and swingline lender, and the other lending institutions from time to time party thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AFFILIATED MANAGERS GROUP, INC. | ||||||
| Date: November 15, 2024 | By: | /s/ Kavita Padiyar | ||||
| Name: | Kavita Padiyar | |||||
| Title: | General Counsel and Corporate Secretary | |||||
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