Invesco Ltd filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$IVZ
Investment Managers
Finance
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): April 21, 2025
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||||||||
(404 ) 892-0896
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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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 April 21, 2025, Invesco Ltd. (the “Company”) and Massachusetts Mutual Life Insurance Company (“MassMutual”) entered a Preferred Share Repurchase Agreement for the repurchase of $1 billion of the Company’s outstanding 5.9% Fixed Rate Non-Cumulative Perpetual Series A Preference Stock (the “Preferred Stock”) held by MassMutual at a 15% premium to their liquidation preference per share. The all-cash repurchase of the Preferred Stock, which will be funded through debt financing, is expected to close in May 2025. MassMutual is a significant shareholder of the Company owning approximately 18.2% of the Company’s common shares outstanding, and it will continue to own $3 billion of Preferred Stock after the repurchase.
The foregoing description of the Preferred Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Preferred Share Repurchase Agreement, which is filed as Exhibit 10.1 below.
| Item 8.01 | Other Events. | ||||
On April 22, 2025, the Company issued a press release announcing the Preferred Share Repurchase Agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) | Exhibits | ||||
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| Invesco Ltd. | |||||
| By: | /s/ Jeffrey H. Kupor | ||||
| Jeffrey H. Kupor | |||||
| Senior Managing Director and General Counsel | |||||
Date: April 22, 2025