Business Context and Reporting Period
Company: Affiliated Managers Group, Inc. (AMG)
Filing Type: Form 8-K (Current Report)
Date of Report: June 29, 2010
Event Date: June 30, 2010
AMG completed the acquisition of Russell Investments' interests in Pantheon Ventures Inc., Pantheon Holdings Limited, and Pantheon Capital (Asia) Limited (collectively, "Pantheon"). Pantheon manages regional and global funds-of-funds, infrastructure funds-of-funds, and customized separate account programs across Europe, the United States, and Asia.
Key Financial Metrics
- Acquisition Consideration: Approximately $700,000,000 in cash paid to Russell Investments, subject to working capital adjustments and post-closing true-ups.
- Financing Sources:
- Borrowings under AMG's credit facility.
- Approximately $100,000,000 in proceeds from the partial settlement of forward sales of AMG common stock.
- Equity Settlement: AMG issued and delivered 1,799,111 shares of common stock to Bank of America, N.A. to settle the forward sales.
Note: This filing does not provide specific revenue, profit, cash flow, margin, or total debt figures for the company or the acquired entity.
Material Changes
The primary material change is the expansion of AMG's asset management platform through the acquisition of Pantheon. This transaction adds capabilities in regional funds-of-funds (Europe, US, Asia), global secondary funds-of-funds, and global infrastructure fund-of-funds to AMG's existing portfolio.
Outlook, Risks, and Unusual Items
- Regulatory Disclosure: AMG issued a press release on June 30, 2010, announcing the completion of the acquisition (Item 7.01).
- Financial Statements: Financial statements of the acquired business and pro forma financial information are not included in this filing. They are scheduled to be filed with the SEC within 71 calendar days of this report.
- Forward Sales: The transaction involved the partial settlement of forward sale agreements entered into in March and May 2009 with Bank of America, N.A.
Investor Verification Checklist
- Verify the final purchase price after working capital adjustments and post-closing true-ups.
- Review the upcoming pro forma financial information (due within 71 days) to assess the impact on AMG's leverage and earnings.
- Confirm the terms of the credit facility utilized for the remaining acquisition financing.
- Examine the press release (Exhibit 99.1) for strategic integration details and management commentary.