AMG

Business Context and Reporting Period

Company: Affiliated Managers Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 5, 2005
Event: Entry into a Material Definitive Agreement (Amended and Restated Credit Agreement).

Key Financial Metrics and Debt Structure

This filing details a refinancing of the company's senior revolving credit facility rather than reporting operational financial results (revenue, profit, or cash flow).

• New Credit Facility Limit: $550 million (revolving).
• Previous Facility Limit: $405 million.
• Expansion Option: Up to an additional $100 million, subject to lender agreement.
• Interest Rates: Variable, dependent on the Company's credit rating.
• Collateral: Pledge of all capital stock of wholly-owned domestic subsidiaries and a substantial portion of certain foreign subsidiaries.
• Guarantees: Borrowings are guaranteed by wholly-owned domestic subsidiaries.

Material Changes Versus Prior Period

The primary material change is the replacement of the previous $405 million senior revolving credit facility with a new $550 million facility. This represents a $145 million increase in available borrowing capacity (excluding the expansion option). The new agreement maintains similar security structures and covenants as the prior facility.

Guidance, Covenants, and Risks

Financial Covenants: The New Credit Facility includes covenants regarding net worth, leverage, and interest coverage.
Restrictive Covenants: The agreement contains customary affirmative and negative covenants, including limitations on:

• Indebtedness
• Liens
• Cash dividends
• Fundamental corporate changes

Events of Default: Upon the occurrence and continuation of an event of default, lenders may terminate the revolving credit commitment and demand immediate payment of the entire unpaid principal, accrued interest, and all other obligations.

Investor Verification Checklist

• Verify the specific interest rate margins applicable to the new facility based on current credit ratings.
• Review the exact thresholds for the net worth, leverage, and interest coverage covenants in the full Credit Agreement (Exhibit 10.1).
• Confirm the current utilization of the $550 million facility and any outstanding balances.
• Assess the impact of the dividend limitations on future capital return strategies.
• Monitor the status of the optional $100 million incremental commitment.