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 29, 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 26, 2016, OM Asset Management plc (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) relating to the issuance and sale of $25 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 29, 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.
The following table showing our ratio of earnings to fixed charges for the three months ended March 31, 2016 and 2015 and for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 supersedes the table included in our final prospectus supplement dated July 26, 2016, which was filed by the Company with the Securities and Exchange Commission on July 28, 2016 pursuant to Rule 424(b)(2) promulgated under the Securities Act of 1933, as amended:
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| | | Three Months Ended | | Years Ended |
| | | March 31, | | December 31, |
| | | 2016 | | 2015 | | 2015 | | 2014 | | 2013 | | 2012 | | 2011 |
| Ratio of earnings to fixed charges | | 83.2x | | 49.6x | | 64.6x | | 2.3x | | 1.6x | | 1.3x | | 1.3x |
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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 26, 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 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed July 25, 2016 and incorporated herein by reference) |
| 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 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed July 25, 2016 and incorporated herein by reference) |
| 4.3 | | Form of 4.800% Note due 2026 (included in the Supplemental Indenture filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed July 25, 2016 and incorporated herein by reference) |
| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP |
| 5.2 | | Opinion of Morgan, Lewis & Bockius (UK) LLP |
| 12.1 | | Statement Regarding Computation of Ratios of Earnings to Fixed Charges |
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 29, 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 26, 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 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed July 25, 2016 and incorporated herein by reference) |
| 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 (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed July 25, 2016 and incorporated herein by reference) |
| 4.3 | | Form of 4.800% Note due 2026 (included in the Supplemental Indenture filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed July 25, 2016 and incorporated herein by reference) |
| 5.1 | | Opinion of Morgan, Lewis & Bockius LLP |
| 5.2 | | Opinion of Morgan, Lewis & Bockius (UK) LLP |
| 12.1 | | Statement Regarding Computation of Ratios of Earnings to Fixed Charges |
