Obligation Affiliated Managers Group Inc 3.3% ( US008252AP33 ) en USD

Société émettrice Affiliated Managers Group Inc
Prix sur le marché refresh price now   82.962 %  ▼ 
Pays  Etas-Unis
Code ISIN  US008252AP33 ( en USD )
Coupon 3.3% par an ( paiement semestriel )
Echéance 14/06/2030



Prospectus brochure de l'obligation Affiliated Managers Group Inc US008252AP33 en USD 3.3%, échéance 14/06/2030


Montant Minimal 2 000 USD
Montant de l'émission 350 000 000 USD
Cusip 008252AP3
Notation Standard & Poor's ( S&P ) BBB+ ( Qualité moyenne inférieure )
Notation Moody's A3 ( Qualité moyenne supérieure )
Prochain Coupon 15/06/2024 ( Dans 24 jours )
Description détaillée L'Obligation émise par Affiliated Managers Group Inc ( Etas-Unis ) , en USD, avec le code ISIN US008252AP33, paye un coupon de 3.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2030

L'Obligation émise par Affiliated Managers Group Inc ( Etas-Unis ) , en USD, avec le code ISIN US008252AP33, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Affiliated Managers Group Inc ( Etas-Unis ) , en USD, avec le code ISIN US008252AP33, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







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424B5 1 d936661d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-230423
CALCULATION OF REGISTRATION FEE


Proposed
Maximum
Proposed
Amount
Aggregate
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price(1)

Registration Fee(1)
3.300% Senior Notes due 2030

$350,000,000

99.957%

$349,849,500

$45,410.47


(1)
The filing fee is 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.


$350,000,000
3.300% Senior Notes due 2030


We are offering $350,000,000 principal amount of 3.300% senior notes due 2030, which we refer to in this prospectus supplement as the notes.
We will pay interest on the notes on June 15 and December 15 of each year, beginning December 15, 2020. The notes will be issued only in
registered form in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof. The notes will mature on June 15, 2030.
We may redeem the notes, in whole or in part, at any time and from time to time at the redemption prices described under "Description of Notes--
Optional Redemption of Notes." If a change of control repurchase event occurs, we may be required to offer to purchase the notes from the holders as
described in this prospectus supplement under the heading "Description of Notes--Offer to Repurchase Upon a Change of Control Repurchase Event."
We do not intend to list the notes on any securities exchange or to arrange for the notes to be quoted on any quotation system. Currently, there is no
public market for the notes.
The notes will be our general unsecured and unsubordinated obligations and will rank equally in right of payment with all our other unsubordinated
obligations from time to time outstanding. The notes will be structurally subordinated to all future and existing obligations of our subsidiaries and will be
effectively junior to any secured debt we incur to the extent of the collateral securing such indebtedness.


See "Risk Factors" beginning on page S-8 of this prospectus supplement and the section entitled "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter
ended March 31, 2020, which are incorporated by reference into this prospectus supplement for a discussion of certain risks
that you should consider in connection with an investment in the notes.
Neither the Securities and Exchange Commission 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.



Proceeds
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Public
To Us,
Offering
Underwriting
Before


Price(1)


Discount


Expenses(1)
Per note


99.957%

0.650%

99.307%
Total

$349,849,500
$ 2,275,000
$347,574,500

(1)
Plus accrued interest from June 5, 2020 if settlement occurs after that date.
The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company ("DTC") and
its participants, including Euroclear Bank SA/NV, as operator of the Euroclear System, ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") on or
about June 5, 2020.


Joint Book-Running Managers

Citigroup

J.P. Morgan

Wells Fargo Securities
Co-Managers

Barclays

Barrington Research

BNY Mellon Capital Markets, LLC

BofA Securities


Citizens Capital Markets

Deutsche Bank Securities

Huntington Capital Markets

Morgan Stanley

MUFG

Siebert Williams Shank

RBC Capital Markets

US Bancorp
The date of this prospectus supplement is June 2, 2020.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement


Page
About this Prospectus Supplement
S-1
Forward-Looking Statements
S-2
Prospectus Supplement Summary
S-4
Risk Factors
S-8
Use of Proceeds
S-12
Capitalization
S-13
Description of Notes
S-14
United States Federal Income Tax Considerations
S-25
Certain ERISA Considerations
S-28
Underwriting (Conflicts of Interest)
S-30
Validity of Notes
S-36
Experts
S-36
Where You Can Find More Information
S-36
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
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Description of Stock Purchase Contracts and Stock Purchase Units
7
Plan of Distribution
7
Validity of Securities
9
Experts
9
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 Securities and Exchange
Commission (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.

S-i
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.

S-1
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 Securities Exchange Act of 1934, as amended (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 our or our Affiliates' businesses;


·
our and our Affiliates' growth and business development opportunities, and other strategic matters;


·
potential transactions with new investment management firms or our Affiliates, or transactions in Affiliate equity;


·
the availability of debt and equity financing to fund transactions;


·
future borrowings under our revolving credit facility;


·
interest rates and hedging contracts;
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·
the impact of new accounting policies;


·
our competition and our Affiliates' competition;


·
our share repurchase plans;


·
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
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,
in our most recent Annual Report on Form 10-K or in our most recent Quarterly Report on Form 10-Q as well as the following:


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


·
pandemics (including COVID-19) and related changes in the global economy;


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


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


·
the mix of Affiliate contributions to our earnings;


·
the availability of equity and debt financing;

S-2
Table of Contents

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


·
the ability to close pending investments;


·
changes in the regulatory landscape;


·
the impact of potential failures to maintain and properly safeguard an adequate technology infrastructure; and


·
financial crises, political or diplomatic developments, war, terrorism, natural disasters or other factors.
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.
Except as required by law, 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-3
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 high-quality boutique investment management firms, which we call our
"Affiliates." Our strategy is to generate long-term value by investing in leading independent active investment managers, through a proven
partnership approach, and allocating resources across our unique opportunity set to the areas of highest growth and return. Through our innovative
partnership approach, each Affiliate's management team retains significant equity ownership in their firm while maintaining operational autonomy. In
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addition, we offer centralized capabilities to our Affiliates across a variety of areas, including strategy, marketing and distribution, and product
development. As of March 31, 2020, our aggregate assets under management were $599.9 billion, across a broad range of active, return-oriented
strategies.
AMG's Affiliates are successful independent investment firms, typically founded by a group of entrepreneurial partners who have built a
specialized, investment-centric culture over time, value their independence, and intend to build an enduring franchise which serves clients across
generations of management principals. Given their long-term investment performance records, our Affiliates are recognized as being among the
industry's leaders in their respective investment disciplines. Independent firms seeking an institutional partner are attracted to AMG's unique
partnership approach and our global reputation and track record across nearly three decades as a successful and supportive partner to boutique firms
around the world.
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 AMG's long-term ownership) aligns our interests and preserves
Affiliate management equity incentives, including the opportunity for Affiliate management to participate directly in the long-term future growth and
profitability of their firms. Our innovative partnership approach maintains our Affiliates' unique entrepreneurial cultures, investment independence,
and operational autonomy in managing their businesses.
In certain cases, we invest in our Affiliates by providing growth capital or complementing their own marketing resources with AMG's proven
global distribution capabilities. We also provide succession planning solutions and advice to our Affiliates, which can include a degree of liquidity and
financial diversification along with incentive alignment for next-generation partners. We take a long-term partnership approach with our Affiliates,
which provides stability in facilitating succession planning across generations of Affiliate management principals. AMG is uniquely able to provide
strategic support and expertise across various stages of boutique firms' growth. We believe clients recognize that through certain fundamental
characteristics of focused boutique managers, especially equity ownership and investment independence, these firms are well-positioned to achieve
client investment goals and objectives, especially through alpha generation. AMG's investment approach preserves these essential elements of
boutique firms, and in partnering with us, our Affiliates can continue to grow while retaining their independence.
AMG generates long-term value by investing in new Affiliates, investing in existing Affiliates, and investing in centralized capabilities through
which we can leverage AMG's scale and resources to benefit our Affiliates and enhance their long-term growth prospects. In partnering with
Affiliates, we are focused on investing in leading boutique investment management firms around the world managing active, return-oriented
strategies, including traditional, alternative, and wealth management firms. Within our target universe, we seek strong and growing boutiques that
offer illiquid and liquid alternative strategies, global equities strategies and multi-asset and fixed income strategies.

S-4
Table of Contents
We anticipate that the principal owners of boutique investment management firms will continue to seek access to an evolving range of growth
and succession solutions. We will, therefore, continue to have a significant opportunity to invest in outstanding firms across the global asset
management industry, including investment opportunities resulting from subsidiary divestitures, secondary sales and other special situations. In
addition, we have the opportunity to make additional equity investments in our existing Affiliates, or invest in their growth by providing seed or other
growth capital. We are well-positioned to execute upon these investment opportunities through our established process of identifying and cultivating
high-quality investment prospects; our broad industry network and proprietary relationships developed with prospects over many years; our
substantial experience and expertise in structuring and negotiating transactions; and our strong global reputation as an outstanding partner to our
Affiliates, as well as for providing innovative solutions for the strategic needs of boutique investment management firms.

S-5
Table of Contents
The Offering
The summary below describes the principal terms of the notes. Certain of the terms and conditions described below are subject to important
limitations and exceptions. For a more detailed description of the terms and conditions of the notes, see the section entitled "Description of Notes."
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Issuer
Affiliated Managers Group, Inc.

Notes Offered
$350,000,000 aggregate principal amount of 3.300% senior notes due 2030.

Maturity
The notes will mature on June 15, 2030.

Interest
Interest on the notes will accrue from June 5, 2020 at the rate of 3.300% per year, and will be
payable in cash on June 15 and December 15 of each year, commencing December 15, 2020.
Interest on the notes will be computed on the basis of a 360-day year comprised of twelve
30-day months.

Priority
The notes will be our general unsecured and unsubordinated obligations and will rank
equally in right of payment with our existing and future unsubordinated obligations. The
notes will be structurally subordinated to all future and existing obligations of our
subsidiaries and will be effectively junior to any secured debt we incur to the extent of the
collateral securing such indebtedness.


Our total indebtedness as of March 31, 2020 was $2,044.9 million.

Offer to Repurchase
If we experience a change of control, as defined herein, and in connection therewith the notes
are downgraded below investment grade by both of Moody's Investors Service, Inc. and S&P
Global Ratings, we must offer to repurchase all the notes at a price equal to 101% of the
principal amount, plus accrued and unpaid interest thereon, if any, to, but not including, the
date of repurchase. See "Description of Notes--Offer to Repurchase Upon a Change of
Control Repurchase Event."

Optional Redemption
At any time prior to the maturity date of the notes, we may redeem all or a portion of the
notes at the applicable redemption prices described under "Description of Notes--Optional
Redemption of Notes."

Certain Covenants
We will issue the notes under an indenture that will, among other things, limit our ability to
consolidate, merge or sell all or substantially all of our assets. These limitations will be
subject to a number of important qualifications and exceptions. See "Description of Notes."

Further Issuances
From time to time, without the consent of the holders of the notes, we may issue additional
debt securities having the same ranking and the same interest rate, maturity and other terms
(except for the issue date,

S-6
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issue price and, in some cases, the first interest payment date) as the notes. Any additional

debt securities having those similar terms, together with the previously issued notes, will
constitute a single series of debt securities under the indenture.

Use of Proceeds
The net proceeds of this offering are estimated to be $346,574,500 after deducting the
underwriting discount and estimated offering expenses payable by us. We intend to use the
net proceeds of this offering to repay all of the currently outstanding indebtedness under our
revolving credit facility, with the remainder being used to repay a portion of the currently
outstanding indebtedness under our senior unsecured term loan facility. 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
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and senior unsecured term loan 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
and senior unsecured term loan 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)."

Form and Denomination
The notes will be issued in registered form in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof. The notes will be evidenced by one or more
global securities deposited with or on behalf of DTC and registered in the name of Cede &
Co. as DTC's nominee.

No Prior Market
The notes are new issues of securities with no established trading market. The underwriters
have advised us that they intend to make a market in the notes, but they are not obligated to
do so and may discontinue market-making at any time without notice. Accordingly, we
cannot assure you that a liquid market for the notes will develop or be maintained.

No Listing
We do not intend to apply for listing of the notes on any securities exchange or to arrange for
the notes to be quoted on any quotation system.

Governing Law
The notes and the indenture under which they will be issued will be governed by New York
law.

Trustee
U.S. Bank National Association.

Risk Factors
Investing in the notes involves risk. See "Risk Factors" and the other information included in
or incorporated by reference in this prospectus supplement and the accompanying prospectus
for a discussion of factors you should carefully consider before deciding to invest in the
notes.

S-7
Table of Contents
RISK FACTORS
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 Company
Our business is subject to uncertainties and risks. You should carefully consider and evaluate all of the information included and incorporated by
reference in this prospectus supplement, including the section entitled "Risk Factors" incorporated by reference from our most recent Annual Report on
Form 10-K, Quarterly Report on From 10-Q and other SEC filings filed after such annual report.
Risks Related to the Notes
The notes are unsecured.
The notes are unsecured. The indenture for the notes does not restrict our ability to incur additional indebtedness, including secured indebtedness.
Holders of any secured indebtedness will have claims that are prior to your claims as holders of the notes, to the extent of the value of the assets securing
such indebtedness, in the event of any bankruptcy, liquidation or similar proceeding.
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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.
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.
The indenture does not restrict the amount of additional debt that we may incur.
The notes and indenture under which the notes will be issued do not place any limitation on the amount of debt that we may incur. Our incurrence of
additional debt may have important consequences for you as a holder

S-8
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of the notes, including making it more difficult for us to satisfy our obligations with respect to the notes, a loss in the market value of your notes and a risk
that the credit rating of the notes is lowered or withdrawn.
We may not be able to repurchase the notes upon a change of control repurchase event.
Upon the occurrence of a change of control repurchase event (as defined in the indenture that governs the notes, as supplemented), subject to certain
conditions, we will be required to offer to repurchase all outstanding notes at 101% of their principal amount, plus accrued and unpaid interest thereon, if
any, to, but not including, the date of repurchase.
Certain of our senior notes are subject to similar provisions. The terms of our credit agreements provide that certain change of control events will
constitute an event of default thereunder entitling the respective lenders to accelerate any indebtedness outstanding thereunder at that time and to terminate
the agreements. Our future debt arrangements may contain similar provisions. The source of funds for a purchase of notes following a change of control
repurchase event, and for any repayments of indebtedness required as a result of a change of control under our existing or future debt agreements, will be
our available cash or cash generated from our Affiliates' operations or other potential sources, including borrowings, sales of assets or sales of equity or
debt. We cannot assure you that sufficient funds will be available. See "Description of Notes--Offer to Repurchase Upon a Change of Control Repurchase
Event."
The definition of "Change of Control" includes a phrase relating to the direct or indirect sale, transfer, conveyance or other disposition of "all or
substantially all" of our properties or assets and those of our subsidiaries taken as a whole. Although there is a limited body of case law interpreting the
phrase "substantially all," there is no precise, established definition of the phrase under applicable law. Accordingly, the ability of a holder of notes to
require us to repurchase the notes as a result of a sale, transfer, conveyance or other disposition of less than all of our assets and the assets of our
subsidiaries taken as a whole to another person or group may be uncertain.
An active trading market may not develop for the notes.
The notes are a new issue of securities with no established trading market. We do not intend to list the notes on any securities exchange or to arrange
for the notes to be quoted on any quotation system. We have been advised by the underwriters that they presently intend to make a market in the notes after
completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any
notice. We cannot assure the liquidity of the trading market for the notes or that an active public market for the notes will develop. If an active public
trading market for the notes does not develop, the market price and liquidity of the notes may be adversely affected.
We cannot assure you of the market price for the notes.
If you are able to resell your notes, the price you receive will depend on many other factors that may vary over time, including:


·
our credit ratings;


·
the number of potential buyers of the notes;
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·
the level of liquidity of the notes;


·
our financial performance;


·
the amount of total indebtedness we have outstanding;


·
the level, direction and volatility of market interest rates and credit spreads generally;


·
the market for similar securities;

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·
the repayment and redemption features of the notes; and


·
the time remaining until your notes mature.
As a result of these and other factors, you may be able to sell your notes only at a price below that which you believe to be appropriate, including a
price below the price you paid for them.
The terms of the indenture and the notes provide only limited protection against significant corporate events that could adversely impact your
investment in the notes.
While the indenture and the notes contain terms intended to provide protection to noteholders upon the occurrence of certain events involving
significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the notes.
Furthermore, the indenture for the notes does not:


·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;


·
limit our ability to incur indebtedness;

·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our

subsidiaries and therefore rank effectively senior to the notes;


·
restrict our ability to repurchase or prepay any other of our securities or other indebtedness;

·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other

securities ranking junior to the notes; or

·
limit our ability to sell assets, or sell, merge or consolidate any of our subsidiaries, except for certain limitations in the event of a sale, merger

or consolidation involving substantially all of our assets.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes do not restrict
our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an adverse impact on
your investment in the notes.
Changes in our credit ratings or the debt markets could adversely affect the market price of the notes.
The market price for the notes will depend on many factors, including, among other things:


·
our credit ratings with major credit rating agencies, including with respect to the notes;


·
the prevailing interest rates being paid by other companies similar to us;


·
our operating results, financial condition, financial performance and future prospects; and

·
economic, financial, geopolitical, regulatory and judicial events that affect us, the industries and markets in which we are doing business and

the financial markets generally, including continuing market volatility and uncertainty about the U.S. economy and other key economies, and
sovereign credit and bank solvency concerns in Europe and other key economies.
The price of the notes may be adversely affected by unfavorable changes in these factors. The condition of the financial markets and prevailing
interest rates have fluctuated in the past and are likely to fluctuate in the future. Such fluctuations could have an adverse effect on the price of the notes.
In addition, credit rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also
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424B5
evaluate the asset management industry as a whole and may change our credit rating based on their overall view of our industry. A negative change in our
rating could have an adverse effect on the price of the notes.

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Redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity. We may redeem the notes at times when prevailing interest rates may be
relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in a comparable security at an effective interest rate as
high as that of the notes.

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USE OF PROCEEDS
The net proceeds of this offering are estimated to be $346,574,500 after deducting the underwriting discount and estimated offering expenses payable
by us. We intend to use the net proceeds of this offering to repay all of the currently outstanding indebtedness under our revolving credit facility, with the
remainder being used to repay a portion of the currently outstanding indebtedness under our senior unsecured term loan facility. The revolving credit
facility bears interest at varying marginal rates from 0.875% to 1.500% for Eurodollar rate loans and 0.000% to 0.500% for base rate loans, based on our
debt rating, and will mature on January 18, 2024. The senior unsecured term loan facility bears interest at varying marginal rates from 0.750% to 1.250%
for Eurodollar rate loans and 0.000% to 0.250% for base rate loans, based on our debt rating, and will mature on January 18, 2023.
Certain of the underwriters or their affiliates are lenders under our revolving credit facility and senior unsecured term loan 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 and senior unsecured term
loan facility. Such underwriters are deemed to have a "conflict of interest" within the meaning of FINRA Rule 5121, and this offering will therefore be
conducted in accordance with FINRA Rule 5121. See "Underwriting (Conflicts of Interest)--Conflicts of Interest."

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CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2020, on an actual basis and as adjusted basis to give
effect to the issuance of the notes and the application of the net proceeds of this offering, as described under "Use of Proceeds" in this prospectus
supplement. This table does not reflect other transactions subsequent to March 31, 2020.



As of March 31, 2020



Actual
As Adjusted


(in millions)

Cash and cash equivalents

$ 592.2
$
592.2








Long-term debt


Senior unsecured term loan(1)


449.7

353.1
Revolving credit facility


250.0

--
Senior notes due 2024(2)


397.2

397.2
Senior notes due 2025(3)


346.9

346.9
Junior convertible trust preferred securities(4)


311.4

311.4
Junior subordinated notes due 2059(5)


289.7

289.7
Notes offered hereby(6)


--

349.8








Total long-term debt

2,044.9

2,048.1
Total stockholders' equity

2,980.0

2,980.0








Total capitalization

$5,024.9
$
5,028.1









(1)
As of March 31, 2020, there was $450.0 million, net of issuance costs of $0.3 million, outstanding under our senior unsecured term loan.
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