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): July 25, 2016
OM Asset Management plc
(Exact name of registrant as specified in its charter)
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| England and Wales | 001-36683 | 98-1179929 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
Ground Floor, Millennium Bridge House
2 Lambeth Hill
London EC4V 4GG, United Kingdom
+44-20-7002-7000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 1.01 | Entry into a Material Definitive Agreement. |
On July 20, 2016, OM Asset Management plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) relating to the issuance and sale of $250 million aggregate principal amount of the Company’s 4.800% Notes due 2026 (the “Notes”), with Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named in Schedule A thereto. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On July 25, 2016, the Company completed the closing of the issuance and sale of the Notes.
The Notes were issued pursuant to an indenture, dated as of July 25, 2016 (the “Base Indenture”), as supplemented by the Supplemental Indenture, dated as of July 25, 2016 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case between the Company, Wilmington Trust, National Association, as trustee, and Citibank, N.A. as securities administrator and paying agent.
The Notes have been registered under the Securities Act of 1933, as amended, by a Registration Statement on Form S-3 (Registration No. 333-207781) which became effective December 3, 2015.
Copies of the Base Indenture, the Supplemental Indenture and form of Note are filed hereto as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, and are each incorporated by reference.
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| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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| Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement dated July 20, 2016 by and among OM Asset Management plc, as Issuer, and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein |
| 4.1 | | Base Indenture, dated as of July 25, 2016, among OM Asset Management plc, as Issuer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator |
| 4.2 | | Supplemental Indenture, dated as of July 25, 2016, among OM Asset Management plc, as Issuer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator |
| 4.3 | | Form of 4.800% Note due 2026 (included in the Supplemental Indenture filed as Exhibit 4.2) |
| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP |
| 5.2 | | Opinion of Morgan, Lewis & Bockius (UK) LLP |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this form to be signed on its behalf by the undersigned, thereto duly authorized.
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| Date: | July 25, 2016 | OM ASSET MANAGEMENT PLC | |
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| | | By: | /s/ STEPHEN H. BELGRAD | |
| | | Name: | Stephen H. Belgrad | |
| | | Title: | Executive Vice President and Chief Financial Officer | |
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement dated July 20, 2016 by and among OM Asset Management plc, as Issuer, and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein |
| 4.1 | | Base Indenture, dated as of July 25, 2016, among OM Asset Management plc, as Issuer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator |
| 4.2 | | Supplemental Indenture, dated as of July 25, 2016, among OM Asset Management plc, as Issuer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator |
| 4.3 | | Form of 4.800% Note due 2026 (included in the Supplemental Indenture filed as Exhibit 4.2) |
| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP |
| 5.2 | | Opinion of Morgan, Lewis & Bockius (UK) LLP |
