Obligation Allied Management Group 5.875% ( US0082528508 ) en USD

Allied Management Group

100 % ⇌

Etas-Unis

US0082528508 ( en USD )

5.875% par an ( paiement semestriel )

30/03/2059

Prospectus brochure de l'obligation Affiliated Managers Group US0082528508 en USD 5.875%, échéance 30/03/2059

25 USD

280 000 000 USD

008252850

N/A

30/03/2026 ( Dans 157 jours )

Affiliated Managers Group (AMG) est une société de gestion d'actifs qui fournit des services de gestion de portefeuille à une clientèle institutionnelle diversifiée, en collaborant avec un réseau de sociétés de gestion d'actifs indépendantes spécialisées dans diverses stratégies d'investissement.

L'Obligation émise par Allied Management Group ( Etas-Unis ) , en USD, avec le code ISIN US0082528508, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/03/2059

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424B5 1 d710479d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-230423
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate Offering
Amount of
Title of Each Class of Securities

Price

Registration Fee
5.875% Junior Subordinated Notes due 2059

$322,000,000(1)
$39,026.40(2)
(1)
Includes $42.0 million aggregate principal amount of 5.875% Junior Subordinated Notes due 2059 subject to the underwriters' option to purchase
additional shares.
(2)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated March 21, 2019)
AFFILIATED MANAGERS GROUP, INC.

$280,000,000
5.875% Junior Subordinated Notes due 2059

We are offering $280,000,000 aggregate principal amount of our 5.875% Junior Subordinated Notes due 2059 (the "Notes"). The Notes will bear interest at a fixed rate of
5.875% per year. Interest will be payable quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, beginning on June 30, 2019, subject to our right
to defer interest payments as described below. The Notes will be issued in registered form and in denominations of $25.00 and integral multiples of $25.00 in excess thereof. The
Notes will mature on March 30, 2059.
We may defer interest payments on the Notes on one or more occasions for up to 20 consecutive quarterly periods per deferral period as described in this prospectus
supplement. Deferred interest payments will accrue additional interest at a rate equal to the interest rate then applicable to the Notes, compounded quarterly, to the extent permitted
by applicable law.
We may redeem the Notes at our option at the times and the prices described in this prospectus supplement.
The Notes will be our unsecured, junior subordinated obligations and will rank junior and subordinate in right of payment to all our current and future senior indebtedness on
the terms set forth in the indenture pursuant to which the Notes will be issued. The Notes are a new issue of securities with no established trading market. We intend to apply to list
the Notes on the New York Stock Exchange. If the application is approved, we expect trading in the Notes to begin within 30 days after the date that the Notes are first issued.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-9 of this prospectus supplement and in our other reports filed
with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and which we incorporate by reference herein.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement and the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note
Total(3)

Initial public offering price(1)

100.000%
$280,000,000
Underwriting discount(2)

3.150%
$
8,820,000
Proceeds to Affiliated Managers Group, Inc. (before expenses)(2)

96.850%
$271,180,000

(1)
Plus accrued interest from and including March 27, 2019 if settlement occurs after that date.
(2)
The underwriting discount will be $0.50 per Note for sales to institutions and, to the extent of such institutional sales, the total underwriting discount will be less than the
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amount set forth in the above table. As a result of sales to institutions, the total proceeds to us before estimated expenses will be $271,274,875.
(3)
Assumes no exercise of the underwriters' over-allotment option described below.
The underwriters will have the option to purchase up to an additional $42.0 million aggregate principal amount of Notes for 30 days after the date of this prospectus
supplement in order to cover over-allotments, if any. Should the underwriters exercise this option in full, the total initial public offering price, underwriting discount and proceeds to
us (before estimated expenses) will be $322.0 million, $10.0 million and $312.0 million, respectively (assuming no option sales are made to institutions).
Delivery of the Notes in book-entry only form will be made through the facilities of The Depository Trust Company ("DTC") and its participants, including Clearstream
Banking, S.A. ("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear") on or about March 27, 2019, which will be the fourth business day following the date of this prospectus
supplement (such settlement being referred to as T+4) .

Joint Book-Running Managers

Morgan Stanley

BofA Merrill Lynch
Wells Fargo Securities
RBC Capital Markets
Co-Managers

Barclays

Barrington Research

BNY Mellon Capital Markets, LLC

Citigroup
Citizens Capital Markets

Deutsche Bank Securities

Huntington Capital Markets

J.P. Morgan
MUFG

US Bancorp

The Williams Capital Group, L.P.
The date of this prospectus supplement is March 21, 2019
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-3
RISK FACTORS
S-9
USE OF PROCEEDS
S-13
CAPITALIZATION
S-14
DESCRIPTION OF NOTES
S-15
BOOK-ENTRY, DELIVERY AND FORM
S-24
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-27
CERTAIN ERISA CONSIDERATIONS
S-33
UNDERWRITING (CONFLICTS OF INTEREST)
S-35
VALIDITY OF THE NOTES
S-39
EXPERTS
S-39
Prospectus

About This Prospectus
1
Risk Factors
1
Forward-Looking Statements
1
Where You Can Find More Information
2
Affiliated Managers Group, Inc.
3
Use of Proceeds
3
Description of the Debt Securities
3
Description of Common Stock
3
Description of Preferred Stock
5
Description of Depositary Shares
5
Description of Warrants
5
Description of Subscription Rights
6
Description of Stock Purchase Contracts and Stock Purchase Units
7
Plan of Distribution
7
Validity of Securities
9
Experts
9
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We and the underwriters have not authorized anyone to provide you with information other than that contained or incorporated by
reference in this prospectus supplement, the accompanying prospectus or any free-writing prospectus filed by us with the SEC. This prospectus
supplement and the accompanying prospectus is an offer to sell only the Notes offered hereby, and only under circumstances and in jurisdictions
where it is lawful to do so. You should not assume that the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus or any free-writing prospectus filed by us with the SEC is accurate as of any date other than the date of the applicable
document. Our businesses, financial condition, results of operations, liquidity, cash flows and prospects might have changed since those dates.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes specific terms of this offering of Notes and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement
and the accompanying prospectus. The second part, the accompanying prospectus, gives more general information, some of which may not apply to this
offering. If information in this prospectus supplement, or the information incorporated by reference into this prospectus supplement and the accompanying
prospectus, is inconsistent with the accompanying prospectus, this prospectus supplement or the information incorporated by reference into this prospectus
supplement and the accompanying prospectus will apply and will supersede that information in the accompanying prospectus. Generally, when we refer to
the prospectus, we are referring to the prospectus supplement, the accompanying prospectus and the information incorporated by reference therein
collectively.
We and the underwriters have not authorized anyone to provide you with information other than that contained or incorporated by reference in this
prospectus supplement, the accompanying prospectus or any free-writing prospectus filed by us with the SEC. We are not, and the underwriters are not,
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
Unless otherwise indicated or unless the context requires otherwise, all references to "Affiliated Managers Group," "AMG," "we," "us," the
"Company" and "our" refer to Affiliated Managers Group, Inc., and not our Affiliates (as defined herein) or other subsidiaries. When we refer to "you" or
"yours," we mean the holders of the Notes offered hereby.

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Table of Contents
FORWARD-LOOKING STATEMENTS
Certain matters discussed in this prospectus supplement, the accompanying prospectus and the other documents we incorporate by reference may
constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E
of the Exchange Act. These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our
financial results, our liquidity and capital resources and other non-historical statements, and may be prefaced with words such as "outlook," "guidance,"
"believes," "expects," "potential," "preliminary," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "projects," "positioned,"
"prospects," "intends," "plans," "estimates," "pending investments," "anticipates" or the negative version of these words or other comparable words. Such
statements are subject to certain risks and uncertainties and include, among other things, statements regarding our intent, belief or expectations with respect
to:

· trends in or the growth opportunities for our or our Affiliates' businesses;

· potential investments in new or our existing investment management firms, or the closing of investments that have been announced;

· the availability of debt and equity financing to fund these investments;

· future borrowings under our revolving credit facility;

· interest rates and hedging contracts;

· the impact of new accounting policies;

· our competition and our Affiliates' competition;

· changing conditions in the financial and securities markets; and

· general economic conditions.
The future results or outcome of the matters described in any of these statements are uncertain, and they merely reflect our current expectations and
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estimates. We caution readers not to place undue reliance on any forward-looking statements because they involve known and unknown risks, uncertainties
and other factors, some of which are beyond our control. These risks, uncertainties and other factors may cause our actual results, performance or
achievements to be materially different from the anticipated future results, performance or achievements expressed or implied by the forward-looking
statements. Some of the factors that might cause these differences include, but are not limited to, the factors described in the "Risk Factors" section hereof
or in our most recent Annual Report on Form 10-K and any Quarterly Reports on Form 10-Q filed thereafter as well as the following:

· changes in the securities or financial markets or in general economic conditions;

· changes in our total assets under management as well as the relative level of assets under management of our Affiliates;

· the availability of equity and debt financing;

· competition within the asset management industry, as well as competition for acquisitions of interests in investment management firms;

· the ability to close pending investments;

· the investment performance and growth rates of our Affiliates and their ability to effectively market their investment strategies;

· changes in the regulatory landscape;

· the mix of Affiliate contributions to our earnings; and

· the impact of potential information technology on data security breaches.

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Table of Contents
You should carefully review all of these factors, and you should be aware that there may be other factors that could cause such differences.
We caution you that, while forward-looking statements reflect our current estimates and beliefs, they are not guarantees of future performance. We
do not undertake to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other
changes.

S-2
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus. You should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference carefully
before investing. You should also review "Risk Factors" to determine whether an investment in the Notes is appropriate for you.
We are a global asset management company with equity investments in leading boutique investment management firms, which we refer to as
our "Affiliates." Our innovative partnership approach allows each Affiliate's management team to own significant equity in their firm and maintain
operational autonomy. Our strategy is to generate shareholder value through the growth of existing Affiliates, as well as through investments in new
Affiliates and additional investments in existing Affiliates. In addition, we provide centralized assistance to our Affiliates in strategic matters,
marketing, distribution, product development and operations. As of December 31, 2018, our aggregate assets under management were $736.0 billion
in more than 500 investment products across a broad range of active, return-oriented strategies.
We hold meaningful equity interests in each of our Affiliates and typically each Affiliate's management team retains a significant equity interest
in their own firm. Affiliate management equity ownership (along with our long-term ownership) aligns our interests, enhances Affiliate management
equity incentives, and preserves the opportunity for Affiliate management to participate directly in the long-term future growth and profitability of
their firms. Our innovative partnership approach also provides Affiliate management with a degree of liquidity and financial diversification and
ensures that they maintain their unique entrepreneurial culture and independence by preserving their operational autonomy in managing their business.
Given our long-term partnership approach, we address the ongoing succession planning issues facing the Affiliate's principal owners by
facilitating the transfer of equity over time to the next generation of Affiliate management. At certain Affiliates, we do not have an obligation to
repurchase equity interests, but we may make additional investments to further facilitate Affiliate ownership transition.
Although we invest in boutique investment management firms that we anticipate will grow independently, given our long-term partnership
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approach, we enhance our Affiliates' growth prospects by providing access to the resources and scale of a global asset management company.
We provide succession planning solutions to boutique investment management firms and we are focused on investing in firms around the world
managing active, return-oriented strategies, including traditional and alternative firms, as well as wealth management firms. We identify high-quality
boutique firms based on our thorough understanding of the investment management industry, and we have developed long-term relationships with a
significant number of these firms. Within our target universe, we seek strong and stable boutiques that offer active, return-oriented strategies, such as
alternative strategies and global equities strategies. These boutiques are typically characterized by a strong multi-generational management team,
entrepreneurial culture and commitment to building long-term success.
We anticipate that the principal owners of boutique investment management firms will continue to need a succession planning partner and we
will, therefore, continue to have significant investment opportunities across the global asset management industry, including investment opportunities
resulting from subsidiary divestitures, secondary sales and other special situations. In addition, we also have the opportunity to make additional
investments in our existing Affiliates. We are well-positioned to execute upon these investment opportunities through our established process of
identifying and cultivating investment prospects, our broad industry relationships, and our substantial experience and expertise in structuring and
negotiating transactions. We have a strong global reputation as an outstanding partner to our Affiliates, and we are widely recognized in the
marketplace as providing innovative solutions for the succession planning and strategic needs of boutique investment management firms.

S-3
Table of Contents
The Offering
The summary below sets forth some of the principal terms of the Notes. Please read the "Description of Notes" section in this prospectus
supplement for a more detailed description of the terms and conditions of the Notes.

Issuer
Affiliated Managers Group, Inc.

Security Offered
We are offering $280,000,000 aggregate principal amount (or $322,000,000 aggregate
principal amount if the underwriters exercise their over-allotment option in full) of our
5.875% Junior Subordinated Notes due 2059. The Notes will be issued in registered form
and in denominations of $25.00 and integral multiples of $25.00 in excess thereof.

Maturity
The Notes will mature on March 30, 2059.

Interest Rate
The Notes will bear interest at a fixed rate of 5.875% per year.

Interest Payment Dates
Subject to our right to defer interest payments as described below, interest on the Notes will
be payable quarterly in arrears on March 30, June 30, September 30 and December 30 of
each year (each, an "Interest Payment Date"), beginning on June 30, 2019.

Option to Defer Interest Payments
At our option, we may, on one or more occasions, defer payment of all or part of the current
and accrued interest otherwise due on the Notes by extending the interest payment period for
up to 20 consecutive quarterly periods (each period, commencing on the date that the first
such interest payment would otherwise have been made, an "Optional Deferral Period") for
each Optional Deferral Period. In other words, we may declare at our discretion up to a five-
year interest payment moratorium on the Notes and may choose to do so on more than one
occasion. A deferral of interest payments may not extend beyond the maturity date of the
Notes or end on a day other than an Interest Payment Date.

Any deferred interest on the Notes will accrue additional interest at a fixed rate of 5.875%
per year, compounded quarterly, to the extent permitted under applicable law. Once we pay

all deferred interest payments on the Notes, including any additional interest accrued on the
deferred interest, we can again defer interest payments on the Notes as described above, but
not beyond the maturity date of the Notes.

We are required to provide to the Trustee (as defined herein) written notice of any optional
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deferral of interest at least 10 and not more than 60 Business Days prior to the earlier of
(1) the next applicable Interest Payment Date or (2) the date, if any, upon which we are

required to give notice of such Interest Payment Date or the record date therefor to the New
York Stock Exchange or any applicable self-regulatory organization. The Trustee is required
to promptly forward

S-4
Table of Contents
any such notice to each holder of record of the Notes. See "Description of Notes--Option to

Defer Interest Payments."

Certain Restrictions during Optional Deferral Period
During an Optional Deferral Period, we will not be permitted to do any of the following,
with certain limited exceptions described below under "Description of Notes--Certain
Limitations During an Optional Deferral Period":

· declare or pay any dividend or make any distributions, or redeem, purchase, acquire or

make a liquidation payment with respect to, any of our capital stock; or

· make any payment of interest on, principal of or premium, if any, on or repay,

repurchase or redeem any of our debt securities (including guarantees) that rank
equally with or junior in right of payment to the Notes.

Optional Redemption
We may redeem the Notes at our option before their maturity:

· in whole or in part, on one or more occasions, on or after March 30, 2024 at 100% of

their principal amount, plus any accrued and unpaid interest thereon;

· in whole, but not in part, before March 30, 2024 at 100% of their principal amount,

plus any accrued and unpaid interest thereon, if certain changes in tax laws, regulations
or interpretations occur; or

· in whole, but not in part, before March 30, 2024 at 102% of their principal amount,

plus any accrued and unpaid interest thereon, if a rating agency makes certain changes
relating to the equity credit criteria for securities such as the Notes.

For a more complete description of the circumstances under and the redemption prices at
which the Notes may be redeemed, see "Description of Notes--Optional Redemption,"

"Description of Notes--Right to Redeem Upon a Tax Event" and "Description of Notes--
Right to Redeem Upon a Rating Agency Event" in this prospectus supplement.

Subordination; Ranking
Our obligations under the Notes are unsecured and rank junior in right of payment to all of
our "senior indebtedness," whether presently existing or from time to time hereafter
incurred, created, assumed or existing, as defined under "Description of Notes--Ranking."
As of December 31, 2018 (and prior to giving effect to this offering of Notes and the use of
proceeds therefrom), we had approximately $1.5 billion of outstanding senior indebtedness.

Because we are a holding company, our right and, hence, the right of our creditors (including

holders of the Notes) to participate in any distribution of the assets of any subsidiary or
Affiliate of ours, whether upon liquidation, reorganization or otherwise, is structurally

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subordinated to claims of that subsidiary's or Affiliate's creditors and preferred and
preference stockholders. As of December 31, 2018 (and prior to giving effect to this offering
of Notes and the use of proceeds therefrom), we had approximately $1.8 billion of

outstanding total indebtedness, including $307.4 million of junior convertible trust preferred
securities (debt component only) and $2.7 million of indebtedness and other liabilities
(excluding intercompany liabilities) of our subsidiaries and consolidated Affiliates.

There are no terms of the Notes that limit our ability to incur additional senior indebtedness,

or that limit our subsidiaries' or Affiliates' ability to incur additional debt or other liabilities
or issue preferred and preference stock.

Events of Default
An Event of Default with respect to the Notes shall occur only upon certain events of
bankruptcy, insolvency or reorganization involving us. See "Description of Notes--Events of
Default."

Sinking Fund
None

Use of Proceeds
The net proceeds of this offering are estimated to be $270.0 million after deducting the
underwriting discount and estimated offering expenses payable by us (or approximately
$310.7 million if the underwriters exercise their over-allotment option in full). We intend to
use the majority of the net proceeds of this offering to repay our outstanding indebtedness
under our revolving credit facility. The remaining portion of the net proceeds will be used for
other general corporate purposes. See "Underwriting (Conflicts of Interest)--Conflicts of
Interest" and "Use of Proceeds" in this prospectus supplement.

Conflicts of Interest
Certain of the underwriters or their affiliates are lenders under our revolving credit facility
and will receive 5% or more of the net proceeds of the offering through the repayment of
outstanding amounts under such revolving credit facility. Such underwriters are deemed to
have a "conflict of interest" within the meaning of Rule 5121 of the Financial Industry
Regulatory Authority ("FINRA"), and this offering will therefore be conducted in accordance
with FINRA Rule 5121. See "Underwriting (Conflicts of Interest)."

Listing
We intend to apply to list the Notes on the New York Stock Exchange. If the application is
approved, we expect trading in the Notes to begin within 30 days after the date that the Notes
are first issued.

Trustee and Paying Agent
U.S. Bank National Association

Governing Law
New York law

Certain Risk Factors
An investment in the Notes involves risks. Please refer to the risk factors beginning on
page S-9 of this prospectus supplement and the

S-6
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risk factors in the reports we file with the SEC pursuant to the Exchange Act which we

incorporate by reference herein.

U.S. Federal Income Tax Considerations
Simpson Thacher & Bartlett LLP, tax counsel to the Company, is of the opinion that,
assuming the transactions related to the issuance of the Notes are consummated in
accordance with the terms of the relevant transaction documents, the Notes will be treated as
indebtedness for U.S. federal income tax purposes. This opinion is not binding on the
Internal Revenue Service (the "IRS") or any court and there can be no assurance that the IRS
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or a court will agree with this opinion. See "Material U.S. Federal Income Tax
Considerations--Classification of the Notes."

Each holder of the Notes will, by accepting the Notes or a beneficial interest therein, be
deemed to have agreed that the holder intends that the Notes constitute indebtedness and will

treat the Notes as indebtedness for all U.S. federal, state and local tax purposes. In addition,
we intend to treat the Notes as indebtedness for U.S. federal income tax purposes.

If we elect to defer interest on the Notes for one or more Optional Deferral Periods, the
holders of the Notes that are subject to U.S. federal income taxation would be required to
include amounts in income for U.S. federal income tax purposes during such periods,

regardless of such holders' method of accounting for U.S. federal income tax purposes and
notwithstanding that no interest payments will be made on the Notes during such periods. See
"Material U.S. Federal Income Tax Considerations--Tax Consequences to U.S. Holders."

S-7
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Summary Consolidated Financial Data
The following table sets forth summary consolidated financial data for the Company. We derived the summary financial performance measures
for the fiscal years ended December 31, 2018, 2017 and 2016, and the summary balance sheet data as of December 31, 2018 and 2017 from our
audited consolidated financial statements incorporated by reference in this prospectus supplement and the accompanying prospectus. The summary
financial performance measures for the fiscal years ended December 31, 2015 and 2014 and the balance sheet data as of December 31, 2016, 2015 and
2014 are derived from our audited consolidated financial statements not included or incorporated by reference in this prospectus supplement or the
accompanying prospectus. This summary consolidated financial data is qualified by reference to, and should be read in conjunction with, our
historical financial statements, including the notes thereto.

For the Years Ended December 31,

2014

2015

2016

2017

2018

(in millions, except as noted and per share data)

OPERATING PERFORMANCE MEASURES

Assets under management (in billions)

$ 620.2
$ 611.3
$ 688.7
$ 836.3
$ 736.0
Average assets under management (in billions)

585.9

623.9

655.6

779.2

819.9
Aggregate fees

4,203.1
4,140.1
4,296.3
5,545.8
5,442.4
FINANCIAL PERFORMANCE MEASURES

Consolidated revenue

$2,510.9
$2,484.5
$2,194.6
$2,305.0
$2,378.4
Net income (controlling interest)

433.9

509.5

472.8

689.5

243.6
Earnings per share (diluted)

$
7.70
$
9.17
$
8.57
$ 12.03
$
4.52
Dividends per share

$
--
$
--
$
--
$
0.80
$
1.20
BALANCE SHEET DATA

Total assets

$7,683.5
$7,769.4
$8,749.1
$8,702.1
$8,219.1
Long-term debt

1,880.3
1,879.4
2,109.6
1,854.7
1,829.6
Redeemable non-controlling interests

645.5

612.5

673.5

811.9

833.7
Total equity

3,643.2
3,769.1
4,426.5
4,578.5
4,134.9

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RISK FACTORS
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You should carefully consider the risks described below and in the documents incorporated by reference into this prospectus supplement and the
accompanying prospectus before making a decision to invest in the Notes. Some of these factors relate principally to our business and the industry in
which we operate. Other factors relate principally to your investment in the Notes. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially and adversely affect our
business and operations.
If any of the matters included in the following risks were to occur, our business, financial condition, results of operations, cash flows or prospects
could be materially and adversely affected. In such case, you may lose all or part of your original investment.
Certain statements in "Risk Factors" are forward-looking statements. See "Forward-Looking Statements."
Risks Related to the Notes
Our obligations under the Notes will be subordinated to our existing and future senior indebtedness. The indenture will not limit the amount of
indebtedness that we or our subsidiaries or Affiliates may incur or our ability to pay dividends or make distributions.
Our obligations under the Notes are subordinate and junior in right of payment and upon liquidation to all of our senior indebtedness (as defined
under "Description of Notes--Ranking") whether presently existing or from time to time hereafter incurred. We, therefore, cannot make any payments on
the Notes until all holders of senior indebtedness have been paid in full, or provision has been made for such payment, if such senior indebtedness is in
default (subject to certain exceptions for grace periods and waivers). Upon any payment or distribution of our assets to creditors upon any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of creditors, marshalling of assets or liabilities, or any bankruptcy, insolvency or similar
proceedings of the Company, the holders of senior indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in
respect of all senior indebtedness before the holders of the Notes are entitled to receive or retain any payment or distribution. As of December 31, 2018
(and prior to giving effect to this offering of the Notes and the use of proceeds therefrom), we had approximately $1.5 billion of outstanding senior
indebtedness.
The indenture governing the Notes does not restrict our or our subsidiaries' or Affiliates' ability to incur indebtedness, including secured
indebtedness, senior indebtedness or subordinated indebtedness, or to engage in highly leveraged transactions that would increase the level of our
indebtedness. As of December 31, 2018 (and prior to giving effect to this offering of Notes and the use of proceeds therefrom), we had approximately
$1.8 billion of outstanding total indebtedness, including $307.4 million of junior convertible trust preferred securities (debt component only) and
$2.7 million of indebtedness and other liabilities (excluding intercompany liabilities) of our subsidiaries and consolidated Affiliates.
Unless we have elected to defer interest payments on the Notes, the indenture governing the Notes does not restrict our ability to pay dividends or
make distributions on, or redeem or repurchase our capital stock. See "Description of Notes--Certain Limitations During an Optional Deferral Period."
The Notes are structurally subordinated to all liabilities of our subsidiaries and Affiliates.
None of our subsidiaries or Affiliates has guaranteed or otherwise become obligated with respect to the Notes. Accordingly, our right to receive
assets from any of our subsidiaries or Affiliates upon their bankruptcy, liquidation or reorganization, and the right of holders of the Notes to participate in
those assets, is structurally subordinated to claims of that subsidiary's or Affiliate's creditors, including trade creditors.

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We are a holding company and require cash from our subsidiaries and Affiliates to make payments on the Notes.
The Notes are solely our obligation, and no other entity will have any obligation, contingent or otherwise, to make payments in respect of the Notes.
We are a holding company for many direct and indirect subsidiaries and Affiliates. Our subsidiaries and Affiliates will have no obligation to make
payments in respect of the Notes. Accordingly, we depend on dividends and other distributions from our subsidiaries and Affiliates to generate the funds
necessary to meet our obligations under the indenture governing the Notes, including interest payments. As described above, as an equity holder of our
subsidiaries and Affiliates, our ability to participate in any distribution of assets of any subsidiary or Affiliate is structurally subordinate to the claims of the
creditors of that subsidiary or Affiliate. The indenture governing the Notes does not restrict the amount of debt that our subsidiaries or Affiliates may incur.
If our ability to obtain cash from our subsidiaries or Affiliates is restricted, we may be unable to fund required payments in respect of the Notes.
We may elect to defer interest payments on the Notes at our option for one or more periods of up to 20 consecutive quarterly periods which may affect
the market price of the Notes.
At our option, we may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Notes for up to
20 consecutive quarterly periods for each Optional Deferral Period, as described under "Description of Notes--Option to Defer Interest Payments" in this
prospectus supplement. At the end of an Optional Deferral Period, if all amounts due are paid, we could start a new Optional Deferral Period of up to 20
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consecutive quarterly periods. During any Optional Deferral Period, interest on the Notes would be deferred but would accrue additional interest at a rate
equal to the interest rate then applicable to the Notes, compounded quarterly, to the extent permitted by applicable law. No Optional Deferred Period may
extend beyond the maturity date or redemption date, if earlier, of the Notes. If we exercise this interest deferral right, the Notes may trade at a price that
does not fully reflect the value of accrued but unpaid interest on the Notes or that is otherwise less than the price at which the Notes may have been traded
if we had not exercised such right. In addition, as a result of our right to defer interest payments, the market price of the Notes may be more volatile than
other securities that do not have these rights.
We are not permitted to pay current interest on the Notes until we have paid all outstanding deferred interest, and this could have the effect of
extending interest deferral periods.
During an Optional Deferral Period, we will be prohibited from paying current interest on the Notes until we have paid all accrued and unpaid
deferred interest plus any accrued interest thereon. As a result, we may not be able to pay current interest on the Notes if we do not have available funds to
pay all accrued and unpaid deferred interest plus any accrued interest thereon.
Holders of the Notes may have to pay taxes on interest before they receive payments from us.
If we defer interest payments on the Notes, a holder of the Notes that is subject to U.S. federal income taxation will be required to accrue interest
income for U.S. federal income tax purposes during such Optional Deferral Period, even if such holder normally reports income when received. As a
result, such holder will be required to include the accrued interest in such holder's gross income for U.S. federal income tax purposes before receiving
payment of the interest. If a holder sells its Notes before the record date for the first interest payment after an Optional Deferral Period, the accrued interest
will be paid to the holder of record on the record date, and the selling holder will never receive the cash from us related to the accrued interest that was
reported for tax purposes and will be required to add such amount to its adjusted tax basis in the Notes. Holders should consult with their own tax advisors
regarding the tax consequences of an investment in the Notes.
For more information regarding the tax consequences of purchasing the Notes, see "Material U.S. Federal Income Tax Considerations" in this
prospectus supplement.

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An active trading market for the Notes may not develop, and any such market may be illiquid.
The Notes constitute a new issue of securities with no established trading market. We intend to apply to list the Notes on the New York Stock
Exchange. If the application is approved, trading on the New York Stock Exchange is expected to commence within 30 days after the date that the Notes
are first issued. However, listing the Notes on the New York Stock Exchange does not guarantee that a trading market will develop or, if a trading market
does develop, the depth or liquidity of that market or the ability of holders to sell their Notes easily. In addition, the liquidity of the trading market in the
Notes, and the market prices quoted therefor, may be adversely affected by changes in the overall market for this type of security and by changes in our
financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure holders that an active after-
market for the Notes will develop or be sustained or that holders of the Notes will be able to sell their Notes at favorable prices or at all.
We may redeem the Notes on or after March 30, 2024, and at any time in the event of a tax event or a rating agency event and you may not be able to
reinvest the proceeds at the same or higher interest rate.
We may redeem the Notes in whole at any time or in part from time to time on or after March 30, 2024 at a redemption price equal to 100% of the
principal amount of the Notes plus accrued and unpaid interest (including any Additional Interest as defined in the "Description of Notes") to the
redemption date. Prior to March 30, 2024, we may also redeem the Notes in whole, but not in part, after the occurrence of a Tax Event or a Rating Agency
Event (each as defined in the "Description of Notes") at a redemption price equal to (i) in the case of a Tax Event, 100% of their principal amount plus any
accrued and unpaid interest thereon (including any Additional Interest) to the redemption date, or (ii) in the case of a Rating Agency Event, 102% of their
principal amount plus any accrued and unpaid interest thereon (including any Additional Interest) to the redemption date. See "Description of Notes--Right
to Redeem Upon a Tax Event" and "--Right to Redeem Upon a Rating Agency Event" for more information. Events that would constitute a Tax Event or
a Rating Agency Event could occur at any time and could result in the Notes being redeemed earlier than would otherwise be the case. If we choose to
redeem the Notes, you may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate
on the Notes.
Rating agencies may change their practices for rating the Notes, which change may affect the market price of the Notes.
The rating agencies that currently or may in the future publish a rating for us, including Moody's Investors Service, Inc. and Standard & Poor's
Ratings Services, may, from time to time in the future, change the way they analyze securities with features similar to the Notes. This may include, for
example, changes to the relationship between ratings assigned to an issuer's senior securities and ratings assigned to securities with features similar to the
Notes. If the rating agencies change their practices for rating these types of securities in the future, and the ratings of the Notes are subsequently lowered,
that could have a negative impact on the trading price of the Notes.
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