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Thursday, July 30th, 2026

Fourth Amended and Restated Credit Agreement of Affiliated Managers Group, Inc. – Key Terms, Definitions, and Financial Covenants Explained





Affiliated Managers Group, Inc. (AMG) 8-K Filing: Fourth Amended and Restated Credit Agreement

Affiliated Managers Group, Inc. (AMG) Announces Fourth Amended and Restated Credit Agreement

Key Highlights from the 8-K Filing

  • Material Definitive Agreement: AMG has entered into a Fourth Amended and Restated Credit Agreement, dated June 9, 2026. This agreement replaces the prior Third Amended and Restated Credit Agreement from November 15, 2024.
  • Revolving Credit Facility: The new Revolving Credit Agreement sets aggregate commitments at \$1,250,000,000. Subject to certain conditions, AMG may increase commitments up to an additional \$750 million, offering substantial financial flexibility.
  • Use of Borrowings: Funds from the Revolving Credit Facility may be utilized for working capital, general corporate purposes, investments in new or existing affiliates, debt repayment, repurchasing AMG common stock, and paying cash dividends. These uses signal AMG’s intention for capital allocation flexibility and potential shareholder returns.
  • Lender Relationships: Key financial institutions involved include Barclays Bank PLC, Citibank, N.A., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Manufacturers & Traders Trust Company, The Huntington National Bank, and BOFA Securities, Inc. Certain lenders and their affiliates have previously provided, and may continue to provide, investment banking and advisory services to AMG.
  • Financial Covenants: The Revolving Credit Agreement includes leverage and interest coverage covenants, and customary affirmative and negative covenants. These cover restrictions on priority debt, asset dispositions, fundamental corporate changes, and other financial thresholds. There are also standard events of default which could accelerate repayment, but many restrictions include minimum thresholds and exceptions.
  • Trading and Securities: AMG’s common stock (Symbol: AMG) and multiple series of junior subordinated notes (including MGR, MGRB, MGRD, MGRE) are registered and traded on the New York Stock Exchange.
  • Emerging Growth Company Status: AMG is not an emerging growth company under SEC rules.
  • Signatory: The filing is signed by Kavita Padiyar, General Counsel and Corporate Secretary.

Potential Price-Sensitive Information for Shareholders

  • Enhanced Liquidity and Financial Flexibility: The expanded credit facility gives AMG significant capacity to support growth, repay debt, and potentially return capital to shareholders through stock buybacks and dividends. This flexibility may be viewed positively by investors, especially in uncertain markets.
  • Possibility of Share Buybacks and Dividends: The explicit mention that borrowings may be used for repurchases of common stock and cash dividends directly affects shareholder value and could support AMG’s share price.
  • Debt and Leverage Management: The agreement’s leverage and interest coverage covenants, along with the ability to increase commitments, suggest AMG is actively managing its capital structure. Shareholders should monitor future debt levels and compliance with these covenants.
  • Lender Relationships and Market Confidence: Participation by major global banks reinforces market confidence in AMG’s creditworthiness and financial stability.
  • Event of Default Risks: While standard, the events of default and acceleration provisions are important for shareholders to monitor, as breaches could negatively impact AMG’s financial position and share price.
  • Material Subsidiary Definition: Subsidiaries contributing at least 10% of consolidated EBITDA or assets are considered material, which could affect reporting and risk exposures if any subsidiary faces challenges.

Additional Details from the Credit Agreement

  • Multiple Tranches and Currency Flexibility: The facility allows borrowings in alternative currencies and includes provisions for swingline loans and letters of credit, supporting AMG’s global operations.
  • Fees: AMG will pay fees to the book runners, administrative agent, and lenders, as specified in confidential fee letters and separate agreements. These fees are fully earned when paid and non-refundable.
  • Computation and Reporting: Financial ratios and covenants are calculated using GAAP, with provisions for amending requirements if accounting standards change.
  • Negative Covenants: Restrictions include limits on priority debt, liens, fundamental corporate changes, asset sales, and sanctions compliance, ensuring prudent financial management.
  • Event of Default and Remedies: Standard default provisions apply, including application of funds and acceleration of obligations if triggered.
  • Assignments and Transfers: The agreement provides for assignment and transfer of lender commitments, enhancing syndication and flexibility.

Conclusion

The Fourth Amended and Restated Credit Agreement represents a significant development for Affiliated Managers Group, Inc., providing enhanced financial flexibility and liquidity. The increased credit capacity, explicit use for share buybacks and dividends, and robust lender participation are important for shareholders and may be viewed as price-sensitive. Investors should closely monitor AMG’s use of these facilities, compliance with covenants, and any future capital allocation decisions, as these factors could directly impact share value.


Disclaimer: This article is provided for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any security. Investors should consult their own advisors and review official filings for complete information.




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