| ITEM 1.01 | Entry into a Material Definitive Agreement. |
On October 25, 2021, Affiliated Managers Group, Inc. (the “Company”) entered into (i) that certain Second Amended and Restated Credit Agreement (the “Revolving Credit Agreement”), providing for a $1.25 billion senior unsecured multicurrency revolving credit facility maturing on October 23, 2026, 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 Amended and Restated Credit Agreement, dated as of January 18, 2019, and (ii) that certain Fourth Amended and Restated Term Credit Agreement (the “Term Credit Agreement” and, together with the Revolving Credit Agreement, the “Credit Agreements”), providing for a continuation of our $350 million senior unsecured term loan credit facility maturing on October 23, 2026, with Bank of America, N.A., as administrative agent, and the other lending institutions from time to time party thereto. Subject to certain conditions, the Company may increase the commitments under the (i) Revolving Credit Agreement by up to $500 million and (ii) Term Credit Agreement by up to $75 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, repayments of senior 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 Credit Agreements 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 Credit Agreements contain 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 an acceleration of amounts due. Many of these conditions and restrictions are subject, however, to certain minimum thresholds and exceptions. The Credit Agreements also contain customary LIBOR succession provisions.
This description is a summary and is qualified in its entirety by reference to the full texts of the Revolving Credit Agreement and the Term Credit Agreement, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 10.2, respectively, and are 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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