UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| ITEM 8.01 | Other Events. |
On March 7, 2025, Affiliated Managers Group, Inc. (the “Company”) filed a prospectus supplement to extend the Company’s $500 million Equity Distribution Program (as defined below), following the required filing of a new shelf registration statement on Form S-3 with the Securities and Exchange Commission on February 28, 2025. This prospectus supplement superseded and replaced the Company’s prior prospectus supplement filed on May 27, 2022, which was filed pursuant to the Company’s prior shelf registration statement. Under the continuous equity program, up to an aggregate of $500 million in shares of the Company’s common stock may be offered and sold from time to time through or to Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, and Wells Fargo Securities, LLC (collectively, the “Agents”) consistent with the terms of the equity distribution agreement (the “Equity Distribution Agreement”), dated March 7, 2025, by and among the Company, the Agents, and the Forward Purchasers (as defined below) (the “Equity Distribution Program”).
No shares of common stock were issued or sold under the prior prospectus supplement, and such earlier Equity Distribution Program has been terminated. The Company has no current plans to issue or sell shares under the replacement Equity Distribution Program, though it may determine to do so in the future from time to time.
Pursuant to the Equity Distribution Program, the Company also entered into separate confirmation letter agreements (the “Forward Sale Agreements”) with the Agents or affiliates thereof (the “Forward Purchasers”). In connection with each such Forward Sale Agreement, the Forward Purchaser (or its affiliate) may, at the Company’s request, borrow from third parties and sell through or to its affiliate Agent acting as forward seller a number of shares of the Company’s common stock equal to the number of shares of the Company’s common stock that underlie such Forward Sale Agreement. The Equity Distribution Agreement and the form of Forward Sale Agreement are attached hereto as exhibits to this filing and are incorporated by reference herein.
A copy of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, relating to the validity of the shares that may be offered under the Equity Distribution Agreement and the Forward Sale Agreements is attached as Exhibit 5.1 hereto.
The foregoing descriptions of the Equity Distribution Agreement and the Forward Sale Agreements are summaries only and are qualified in their entirety by the complete text of such documents attached to this Current Report on Form 8-K as Exhibits 1.1 and 10.1, respectively.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 1.1 | Equity Distribution Agreement, dated as of March 7, 2025 | |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP relating to the validity of the shares that may be issued pursuant to the Equity Distribution Agreement and the Forward Sale Agreements, as applicable, each dated as of March 7, 2025 | |
| 10.1 | Form of Forward Sale Agreement, dated as of March 7, 2025 | |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AFFILIATED MANAGERS GROUP, INC. | ||||||
| Date: March 7, 2025 | By: | /s/ Kavita Padiyar | ||||
| Name: | Kavita Padiyar | |||||
| Title: | General Counsel and Corporate Secretary | |||||
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