Business Context and Reporting Period
This Form 8-K Current Report was filed by Artisan Partners Asset Management Inc. on March 12, 2014. The filing reports on significant corporate events occurring on that date, including the entry into a material definitive agreement, changes in control of the registrant, the departure of an executive officer, and the closing of a public offering of Class A common stock.
Key Financial Metrics
The filing does not provide specific financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document focuses on corporate governance and capital structure events rather than operational financial results.
Material Changes Versus Prior Period
- Investment Advisory Agreement: Artisan Partners Limited Partnership (APLP) entered into an Amended and Restated Investment Advisory Agreement with Artisan Partners Funds, Inc., consolidating previous agreements. The term extends through June 30, 2015, with subsequent one-year terms subject to approval.
- Changes in Control: Andrew A. Ziegler's employment ended, though he remains Chairman. His departure from the Stockholders Committee shifted voting power for shares subject to the Stockholders Agreement. Previously, Mr. Ziegler controlled approximately 80% of the combined voting power; this power is now held by a three-member Stockholders Committee controlling approximately 69% of the voting power.
- Capital Structure: The Company closed an offering of 9,284,337 shares of Class A common stock, including 1,211,000 shares from an over-allotment option.
Guidance, Outlook, and Management Commentary
The filing contains no forward-looking guidance, financial outlook, or management commentary regarding future business performance. It details the mechanics of the stock offering, noting that the Company did not retain any net proceeds. Instead, proceeds were used to purchase common units from certain limited partners of Holdings and preferred units/shares of convertible preferred stock from private equity funds controlled by Hellman & Friedman LLC.
Important Facts for Investor Verification
- Andrew A. Ziegler ceased to be an employee and a member of the Stockholders Committee, reducing his direct voting control from approximately 80% to 0% of the shares subject to the Stockholders Agreement.
- Voting power for approximately 69% of the Company's capital stock is now exercised by a committee consisting of Eric R. Colson, Charles J. Daley, Jr., and Gregory K. Ramirez.
- The Company received no net proceeds from the March 12, 2014, offering of 9,284,337 shares; funds were used to repurchase interests from existing partners and private equity funds.
- The new Investment Advisory Agreement with Artisan Funds is effective through June 30, 2015, with automatic one-year renewals subject to regulatory approval.