Obligation Affiliated Managers Group Inc 4.25% ( US008252AM02 ) en USD

Affiliated Managers Group Inc

99.531 % ▲

Etats-unis

US008252AM02 ( en USD )

4.25% par an ( paiement semestriel )

14/02/2024 - Obligation échue

Prospectus brochure de l'obligation Affiliated Managers Group Inc US008252AM02 en USD 4.25%, échue

2 000 USD

400 000 000 USD

008252AM0

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par Affiliated Managers Group Inc ( Etats-unis ) , en USD, avec le code ISIN US008252AM02, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/02/2024

L'Obligation émise par Affiliated Managers Group Inc ( Etats-unis ) , en USD, avec le code ISIN US008252AM02, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Affiliated Managers Group Inc ( Etats-unis ) , en USD, avec le code ISIN US008252AM02, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1004434/000104746914000695...
424B2 1 a2218214z424b2.htm 424B2
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Table of Contents
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(2)
File No. 333-190402
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Title of each class of securities offered

Offering Price

Registration Fee(1)

4.250% Senior Notes due 2024

$400,000,000

$51,520.00

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended, and relates to the Registration Statement on
Form S-3 (File No. 333-190402) filed by the registrant.
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Table of Contents
Prospectus supplement
(To Prospectus dated August 6, 2013)
Affiliated Managers Group, Inc.
$400,000,000
4.250% Senior Notes due 2024
We are offering $400,000,000 principal amount of 4.250% senior notes due 2024, which we refer to in this prospectus
supplement as the notes.
We will pay interest on the notes on February 15 and August 15 of each year, beginning August 15, 2014. The notes will be
issued only in registered form in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The notes will
mature on February 15, 2024.
We may redeem the notes, in whole or in part, at any time and from time to time at the redemption price described under
"Description of Notes--Optional Redemption." If a change of control triggering event as described in this prospectus supplement under the
heading "Description of Notes--Offer to Repurchase Upon a Change of Control Repurchase Event" occurs, we may be required to offer to
purchase the notes from the holders.
We do not intend to list the notes on any securities exchange or to arrange for the notes to be quoted on any quotation system.
Currently, there is no public market for the notes.
The notes will be unsecured and will rank equally with all our other unsecured indebtedness from time to time outstanding. The
notes will be structurally subordinated to all future and existing obligations of our subsidiaries and, except in the circumstances described
under "Description of Notes--Limitations on Liens," will be effectively subordinated to any secured debt we incur to the extent of the
collateral securing such indebtedness.
See "Risk Factors" beginning on page S-8 for a discussion of certain risks that you should consider in connection with an
investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
Proceeds to us,
Public offering
Underwriting
before

price(1)

discount

expenses(1)

Per note

99.131%
0.650%
98.481%
Total
$396,524,000 $ 2,600,000 $ 393,924,000
(1)
Plus accrued interest from February 11, 2014 if settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust
Company ("DTC") and its participants, including Euroclear Bank, S.A./N.V. ("Euroclear") and Clearstream Banking, societé anonyme
("Clearstream") on or about February 11, 2014.
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Joint Book-Running Managers
BofA Merrill

Citigroup

J.P. Morgan
Lynch
Co-Managers
Barrington Research

BMO Capital Markets

Deutsche Bank Securities
Huntington Investment

Mitsubishi UFJ Securities

RBC Capital Markets
Company
RBS

Scotiabank

US Bancorp

Wells Fargo
Securities

February 6, 2014
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You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying
prospectus or any free-writing prospectus filed by us with the Securities and Exchange Commission (the "SEC"). We have not, and the
underwriters have not, authorized anyone to provide you with different information. You must not rely on any unauthorized information or
representations. This prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, and only
under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained or incorporated
by reference in this prospectus supplement, the accompanying prospectus or any free-writing prospectus filed by us with the SEC is
accurate as of any date other than the date of the applicable document. Our businesses, financial condition, results of operations, liquidity,
cash flows and prospects might have changed since those dates.
Table of Contents
Prospectus Supplement

Page

About this Prospectus Supplement
S-1

Cautionary Note Regarding Forward-Looking Statements
S-2

Prospectus Supplement Summary
S-3

Ratio of Earnings to Fixed Charges
S-7

Risk Factors
S-8

Use of Proceeds
S-11

Capitalization
S-12

Description of Notes
S-13

Certain Material United States Federal Income Tax Consequences
S-25

Certain ERISA Considerations
S-30

Underwriting (Conflicts of Interest)
S-32

Validity of Notes
S-37
Prospectus

About this Prospectus
1

Where You Can Find More Information
1

Affiliated Managers Group, Inc.
2

Use of Proceeds
2

AMG Capital Trust III
2

Ratios of Earnings to Fixed Charges
3

Description of the Debt Securities
3

Description of Common Stock
3

Description of Common Stock Warrants
5

Description of Preferred Stock
6
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Description of Depositary Shares
7

Description of Stock Purchase Contracts and Stock Purchase Units
7

Description of Junior Subordinated Debentures, Trust Preferred Securities and Guarantees
7

Plan of Distribution
8

Validity of Securities
9

Experts
9
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Table of Contents
About this Prospectus Supplement
This document consists of two parts. The first part is the prospectus supplement, which describes specific terms of this offering of
notes and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus. The second part, the accompanying prospectus, gives more general
information, some of which may not apply to this offering. If information in this prospectus supplement, or the information incorporated by
reference into this prospectus supplement and the accompanying prospectus, is inconsistent with the accompanying prospectus, this
prospectus supplement or the information incorporated by reference into this prospectus supplement and the accompanying prospectus will
apply and will supersede that information in the accompanying prospectus. Generally, when we refer to the prospectus, we are referring to
both the prospectus supplement, the accompanying prospectus and the information incorporated by reference therein.
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized any person to provide you with different information. If
any person provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not,
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
Unless otherwise indicated or unless the context requires otherwise, when we refer to "AMG," "Company," "we," "our," and "us"
in this prospectus supplement and the accompanying prospectus, we mean Affiliated Managers Group, Inc., and not our Affiliates or
subsidiaries. When we refer to "you" or "yours," we mean the holders of the notes offered hereby.
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Cautionary Note Regarding Forward-Looking Statements
This prospectus supplement, the accompanying prospectus and the documents we incorporate by reference include or may include
statements that are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). You can identify forward-
looking statements by the use of the words "believe," "expect," "estimate," "intend," "assume," "project" and other similar expressions that
predict or indicate future events and trends and that do not relate strictly to historical matters. These statements include, among other things,
statements about our intent, belief or expectations with respect to:
·
potential investments in new or existing investment management firms, or the closing of investments that have been
announced;
·
the availability of debt and equity financing to fund these investments;
·
future borrowings under our credit facility;
·
interest rates and hedging contracts;
·
the impact of new accounting policies;
·
our competition and our Affiliates' competition;
·
changing conditions in the financial and securities markets; and
·
general economic conditions.
The future results or outcome of the matters described in any of these statements are uncertain, and they merely reflect our current
expectations and estimates. You should not rely on forward-looking statements because they involve known and unknown risks,
uncertainties and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual
results, performance or achievements to be materially different from the anticipated future results, performance or achievements expressed
or implied by the forward-looking statements. Some of the factors that might cause these differences include, but are not limited to, the
factors described in the "Risk Factors" section hereof or in our most recent annual report on Form 10-K and any quarterly report on
Form 10-Q filed thereafter as well as the following:
·
changes in the securities or financial markets or in general economic conditions;
·
the failure to receive regular distributions from our Affiliates;
·
the availability of equity and debt financing;
·
competition for acquisitions of interests in investment management firms;
·
our ability to complete acquisitions;
·
the investment performance of our Affiliates and their ability to effectively market their investment strategies; and
·
changes in the regulatory landscape.
You should carefully review all of these factors, and you should be aware that there may be other factors that could cause
such differences.
We caution you that, while forward-looking statements reflect our current estimates and beliefs, they are not guarantees of future
performance. We do not undertake to update any forward-looking statements to reflect changes in underlying assumptions or factors, new
information, future events or other changes.
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Prospectus Supplement Summary
This summary highlights selected information contained or incorporated by reference in this prospectus supplement and
accompanying prospectus and may not contain all of the information that is important to you. You should carefully read this prospectu
supplement and the accompanying prospectus in their entirety, including the documents incorporated by reference.
We are a global asset management company with equity investments in a diverse group of boutique investment management firms
(our "Affiliates"). We pursue a growth strategy designed to generate shareholder value through the internal growth of existing Affiliates, as
well as through investments in new Affiliates. In addition, we provide assistance to our Affiliates in distribution, marketing, product
development, operations and strategic matters.
We hold meaningful equity interests in each of our Affiliates. The remaining equity interests are retained by management of the
Affiliate and enable Affiliate management to continue to participate in their firm's success. Our investment approach provides a degree of
liquidity and diversification to principal owners of boutique investment management firms, and also addresses the succession and
ownership transition issues facing many founders and principal owners. Our partnership approach also ensures that Affiliates maintain
operational autonomy in managing their business, thereby preserving their firm's entrepreneurial culture and independence. In particular,
our structures are designed to:
·
maintain and enhance Affiliate management equity incentives in their firms;
·
preserve each Affiliate's distinct culture and investment focus; and
·
provide Affiliates with access to the resources of a global asset management firm in the areas of distribution, operations,
compliance and technology.
Although we invest in firms that we anticipate will grow independently and without our assistance, we are committed to helping
Affiliates identify opportunities for growth and leverage the benefits of economies of scale. We assist our Affiliates in broadening their
distribution capabilities, developing new products and providing strategic support and enhanced operational capabilities.
We believe that substantial opportunities to make investments in high-quality boutique investment management firms will continue
to arise as their founders seek to institutionalize their businesses through broader equity ownership, or approach retirement age and begin t
plan for succession. We identify select firms based on our thorough understanding of the asset management industry, and have developed
relationships with a significant number of these firms. Within our target universe, we seek the strongest and most stable firms with the best
growth prospects. These firms are typically characterized by a strong multi-generational management team and culture, with a commitment
to building longer-term success, focused investment discipline and diverse products and distribution channels. We are focused on investing
in the highest quality boutique investment management firms, including traditional, alternative and wealth management firms, specializing i
an array of investment styles and asset classes. We anticipate that we will have significant additional investment opportunities across the
global asset management industry, including the potential for investment in subsidiaries, divisions and other investment teams or products.
As of September 30, 2013, we manage $508.4 billion in assets through our Affiliates across a broad range of asset classes and
investment styles in three principal distribution channels: Institutional, Mutual Fund and High Net Worth.

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Table of Contents

The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subjec
to important limitations and exceptions. For a more detailed description of the terms and conditions of the notes, see the section
entitled "Description of Notes."
Issuer
Affiliated Managers Group, Inc.
Notes Offered
$400 million aggregate principal amount of 4.250% senior notes due 2024.
Maturity
February 15, 2024.
Interest
Interest on the notes will accrue from February 11, 2014 on the notes at the rate of 4.250% per year,
and will be payable in cash on February 15 and August 15 of each year, commencing August 15,
2014. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve
30-day months.
Ranking
The notes will be our general unsecured and unsubordinated obligations and will rank equally in righ
of payment with our existing and future unsecured and unsubordinated obligations. The notes will be
structurally subordinated to all future and existing obligations of our subsidiaries and, except in the
circumstances described under "Description of Notes--Limitations on Liens," will be effectively
subordinated to any secured debt we incur to the extent of the collateral securing such indebtedness.

Our total indebtedness as of September 30, 2013 was $1,432.9 million.
Offer to Repurchase
If we experience a change of control, as defined herein, and in connection therewith the notes are
downgraded below investment grade by both of Standard & Poor's Rating Service ("S&P") and
Fitch, Inc. ("Fitch"), we must offer to repurchase all the notes at a price equal to 101% of the
principal amount plus accrued and unpaid interest to, but not including, the repurchase date. See
"Description of Notes--Offer to Repurchase Upon a Change of Control Repurchase Event."
Optional Redemption
At any time prior to the maturity date of the notes, we may redeem all or a portion of the notes at a
"make-whole" redemption price equal to the greater of (1) 100% of the principal amount of the notes
to be redeemed and (2) the remaining principal and interest payments on the notes being redeemed
(excluding accrued but unpaid interest to, but not including, the redemption date) discounted to their
present value as of the redemption date at the applicable Treasury Rate plus 25 basis points. In the
case of any such redemption, we will also pay accrued and unpaid interest, if any, to, but not
including, the redemption date. For more detailed information on the calculation of the redemption
price, see "Description of Notes--Optional Redemption of Notes."

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Certain Covenants
We will issue the notes under an indenture that will, among other things, limit our ability to
consolidate, merge or sell all or substantially all of our assets and limit our ability to create liens.
These limitations will be subject to a number of important qualifications and exceptions. See
"Description of Notes."
Further Issuances
From time to time, without the consent of the holders of the notes, we may issue additional debt
securities having the same ranking and the same interest rate, maturity and other terms (except for the
issue date, issue price and, in some cases, the first interest payment date) as the notes. Any additiona
debt securities having those similar terms, together with the previously issued notes, will constitute a
single series of debt securities under the indenture.
Use of Proceeds
The net proceeds of this offering are estimated to be $393.3 million after deducting the underwriting
discount and estimated offering expenses payable by us. We intend to use a portion of the net
proceeds of this offering to repay a portion of currently outstanding indebtedness under our revolving
credit facility. The remaining portion of the net proceeds will be used for other general corporate
purposes. See "Use of Proceeds" in this prospectus supplement.
Form and Denomination
The notes will be issued in registered form in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. The notes will be evidenced by one or more global securities
deposited with or on behalf of DTC and registered in the name of Cede & Co. as DTC's nominee.
No Prior Market
The notes are new issues of securities with no established trading market. The underwriters have
advised us that they intend to make a market in the notes, but they are not obligated to do so and may
discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liqui
market for the notes will develop or be maintained.
No Listing
We do not intend to apply for listing of the notes on any securities exchange or to arrange for the note
to be quoted on any quotation system.
Governing Law
The notes and the indenture under which they will be issued will be governed by New York law.
Trustee
U.S. Bank National Association
Risk Factors
Investing in the notes involves risk. See "Risk Factors" and the other information included in or
incorporated by reference in this prospectus supplement and the accompanying prospectus for a
discussion of factors you should carefully consider before deciding to invest in the notes.

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