AFFILIATED MANAGERS GROUP, INC.Underwriting Agreement • March 27th, 2019 • Affiliated Managers Group, Inc. • Investment advice • New York
Affiliated Managers Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $280,000,000 aggregate principal amount of its 5.875% Junior Subordinated Notes due 2059 (the “Firm Securities”) and, at the election of the Underwriters, up to $42,000,000 aggregate principal amount of its 5.875% Junior Subordinated Notes due 2059 (the “Optional Securities”). The Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities.” The Securities will be issued pursuant to a base indenture to be dated as of March 27, 2019, as supplemented by a First Supplemental Indenture to be dated as of March 27, 2019 (collectively, the “Indenture”), each between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
AFFILIATED MANAGERS GROUP, INC. Shares of Common Stock (par value $0.01 per share) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 27th, 2019 • Affiliated Managers Group, Inc. • Investment advice • New York
This Equity Distribution Agreement (this “Agreement”), dated as of March 27, 2019, is among Affiliated Managers Group, Inc., a Delaware corporation (the “Company”), [AGENT NAME] (the “Agent”) and [FORWARD PURCHASER NAME] (the “Forward Purchaser”). The Company, the Agent and the Forward Purchaser agree as follows:
AFFILIATED MANAGERS GROUP, INC., as Company, and U.S. BANK NATIONAL ASSOCIATION, as Trustee JUNIOR SUBORDINATED NOTES INDENTURE Dated as of March 27, 2019Junior Subordinated Notes Indenture • March 27th, 2019 • Affiliated Managers Group, Inc. • Investment advice • New York
INDENTURE, dated as of March 27, 2019, between Affiliated Managers Group, Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices at 777 South Flagler Drive, West Palm Beach, Florida, 33401, and U.S. Bank National Association, a national bank association, as Trustee (herein called the “Trustee”).
MASTER CONFIRMATIONMaster Confirmation • March 27th, 2019 • Affiliated Managers Group, Inc. • Investment advice • New York
The purpose of this letter agreement (this “Master Confirmation”) is to set forth the terms and conditions of one or more transactions (each, a “Transaction”) to be entered into between [ ] (“Dealer”) and Affiliated Managers Group, Inc. (“Counterparty”). Each such Transaction entered into between Dealer and Counterparty that is subject to this Master Confirmation shall be evidenced by (i) one or more instructions (each, an “Instruction”) pursuant to Section 2(b) of the Distribution Agreement (as defined below) (an “Agency Forward”) or a terms agreement (the “Terms Agreement”) pursuant to Section 2(l) of the Distribution Agreement (a “Block Forward”) and (ii) with respect to an Agency Forward, a pricing supplement substantially in the form of Annex A hereto (a “Pricing Supplement”), each with such modifications as to which Dealer and Counterparty mutually agree. This Master Confirmation, an Instruction or a Terms Agreement and a Pricing Supplement, if any, together shall constitute a “C
