UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 18, 2022
AFFILIATED MANAGERS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 001-13459 | 04-3218510 | ||||||||||
| (Commission File Number) | (IRS Employer Identification No.) | ||||||||||
777 South Flagler Drive, West Palm Beach, Florida 33401
(Address of principal executive offices)
(800) 345-1100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock ($0.01 par value) | AMG | New York Stock Exchange | ||||||||||||
| 5.875% Junior Subordinated Notes due 2059 | MGR | New York Stock Exchange | ||||||||||||
| 4.750% Junior Subordinated Notes due 2060 | MGRB | New York Stock Exchange | ||||||||||||
| 4.200% Junior Subordinated Notes due 2061 | MGRD | New York Stock Exchange | ||||||||||||
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).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 8.01 | Other Events. | ||||
Affiliated Managers Group, Inc. (the “Company” or “AMG”) completed the previously announced sale of its equity interest in Baring Private Equity Asia (“BPEA”) to EQT AB (“EQT”), a public company listed on Nasdaq Stockholm (EQT.ST), pursuant to the terms of the Securities Purchase and Merger Agreement with EQT, dated as of March 15, 2022. AMG received pre-tax consideration of $240.0 million and 28.68 million EQT ordinary shares; AMG will retain future carry in certain existing BPEA funds. Twenty-five percent (25%) of the EQT ordinary shares received by the Company are subject to a six-month lock-up period following the closing.
2
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: October 18, 2022 | By: | /s/ David M. Billings | ||||||||||||||||||||||||
| Name: | David M. Billings | |||||||||||||||||||||||||
| Title: | General Counsel and Secretary | |||||||||||||||||||||||||
3