Business Context and Reporting Period
This Form 8-K Current Report was filed by Artisan Partners Asset Management Inc. on November 6, 2013. The filing details the closing of a public offering of Class A common stock and the concurrent execution of a significant capital restructuring transaction involving the company's private equity sponsors.
Key Financial Metrics and Transaction Details
- Capital Raised: The Company closed an offering of 5,520,000 shares of Class A common stock, including 720,000 shares sold pursuant to the underwriters' over-allotment option.
- Use of Proceeds: All net proceeds from the offering were utilized to purchase shares of the Company's convertible preferred stock and preferred units of Artisan Partners Holdings LP from private equity funds controlled by Hellman & Friedman LLC (the "H&F Funds").
- Financial Statements: This filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. It focuses exclusively on the transaction mechanics.
Material Changes and Agreements
- Entry into Definitive Agreement: The Company entered into the Fifth Amended and Restated Agreement of Limited Partnership of Holdings LP and an Amended and Restated Resale and Registration Rights Agreement concurrent with the closing.
- Termination of Agreements: The Public Company Contingent Value Rights Agreement and the Partnership Contingent Value Rights Agreement, originally entered into on March 6, 2013, were terminated on November 6, 2013.
- Settlement Terms: The termination of the contingent value rights agreements occurred with no amounts paid or payable by the Company or Holdings LP to the H&F Funds.
Outlook, Risks, and Management Commentary
The filing does not contain forward-looking guidance, management commentary on future performance, or a discussion of risks and contingencies beyond the description of the transaction terms. The primary focus is the completion of the H&F Purchase and the associated corporate governance updates.
Key Facts for Investor Verification
- Verify the final share count and pricing details in the effective Form S-1 (File No. 333-191739) referenced in the filing.
- Confirm the updated capital structure of Artisan Partners Holdings LP following the Fifth Amended and Restated Agreement.
- Note that the contingent value rights obligations from the initial public offering have been extinguished without cash settlement.
- Review the Amended and Restated Resale and Registration Rights Agreement for any changes to shareholder rights.