AFFILIATED MANAGERS GROUP, INC.AMG
AFFILIATED MANAGERS GROUP, INC. Debt Disclosure
Debt
The following table summarizes the Company’s Debt:
December 31, | ||||
2024 | 2025 | |||
Senior bank debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | $— | $— | ||
Senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1,092.1 | 1,163.8 | ||
Junior subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1,189.0 | 1,189.3 | ||
Junior convertible securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 339.1 | 338.2 | ||
Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | $2,620.2 | $2,691.3 | ||
Senior Bank Debt
As of December 31, 2025, the Company had a $1.25 billion revolver which matures on November 15, 2029. Subject to
certain conditions, the Company may increase the commitments under the revolver by up to an additional $500.0 million. The
Company pays interest on any outstanding obligations under the revolver at a specified rate, currently based either on an
applicable term-SOFR plus a SOFR adjustment of 0.10%, or prime rate, plus a marginal rate determined based on its credit
rating. Prior to the repayment of the Company’s senior unsecured term loan facility in the third quarter of 2024, the interest rate
for its outstanding borrowings was term-SOFR plus a SOFR adjustment of 0.10%, plus the marginal rate of 0.85%.
The revolver contains financial covenants with respect to leverage and interest coverage, as well as customary affirmative
and negative covenants, including limitations on priority indebtedness, asset dispositions, and fundamental corporate changes,
and certain customary events of default.
As of December 31, 2024 and 2025, the Company had no outstanding borrowings under the revolver. The Company pays
commitment fees on the unused portion of its revolver. For the years ended December 31, 2024 and 2025, these fees amounted
to $1.3 million and $1.2 million, respectively.
As of the date of this Annual Report on Form 10-K, the Company had outstanding borrowings of $475.0 million under the
revolver.
Senior Notes
In the third quarter of 2025, the Company’s $350.0 million 3.50% senior notes matured and were fully repaid.
As of December 31, 2025, the Company had senior notes outstanding, the respective principal terms and effective interest
rates of which are presented and described below:
2030 Senior Notes | 2034 Senior Notes | 2036 Senior Notes | ||||
Issue date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | June 2020 | August 2024 | December 2025 | |||
Maturity date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | June 2030 | August 2034 | February 2036 | |||
Par value (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | $350.0 | $400.0 | $425.0 | |||
Stated coupon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3.30% | 5.50% | 5.50% | |||
Coupon frequency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | Semi-annually | Semi-annually | Semi-annually | |||
Effective interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3.39% | 5.64% | 5.60% |
On December 11, 2025, the Company issued $425.0 million aggregate principal amount of senior unsecured notes with a
maturity date of February 15, 2036 (the “2036 senior notes”). Interest is payable beginning August 15, 2026.
In addition to customary event of default provisions, the indenture governing the senior notes, including the applicable
supplemental indentures with respect to the 2030, 2034, and 2036 senior notes, limits the Company’s ability to consolidate,
merge, or sell all or substantially all of its assets, and requires the Company to make an offer to repurchase the applicable senior
notes at 101% of the principal amount, plus any accrued and unpaid interest thereon to, but not including, the date of
repurchase, upon certain change of control triggering events. The senior notes may be redeemed, in whole or in part, at a make-
whole redemption price (plus accrued and unpaid interest), at any time prior to March 15, 2030, in the case of the 2030 senior
notes, at any time prior to May 20, 2034, in the case of the 2034 senior notes, and at any time prior to November 15, 2035, in
the case of the 2036 senior notes. The make-whole redemption price, in each case, is equal to the greater of 100% of the
principal amount of the notes to be redeemed and the remaining principal and interest payments on the notes being redeemed
(excluding accrued but unpaid interest to, but not including, the redemption date) discounted to their present value as of the
redemption date on a semi-annual basis at the applicable Treasury rate plus 0.40%, in the case of the 2030 senior notes, and
plus 0.25%, in the case of the 2034 and 2036 senior notes. In addition, the 2030, 2034, and 2036 senior notes may be
redeemed, in whole or in part, at any time, on or after March 15, 2030, May 20, 2034, and November 15, 2035, respectively, at
a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon
to, but not including, the redemption date.
Junior Subordinated Notes
As of December 31, 2025, the Company had junior subordinated notes outstanding, the respective principal terms and
effective interest rates of which are presented and described below:
2059 Junior Subordinated Notes | 2060 Junior Subordinated Notes | 2061 Junior Subordinated Notes | 2064 Junior Subordinated Notes | |||||
Issue date . . . . . . . . . . . . . . . . . . . . . . . . . . . . | March 2019 | September 2020 | July 2021 | March 2024 | ||||
Maturity date . . . . . . . . . . . . . . . . . . . . . . . . . | March 2059 | September 2060 | September 2061 | March 2064 | ||||
Par value (in millions) . . . . . . . . . . . . . . . . . . | $300.0 | $275.0 | $200.0 | $450.0 | ||||
Stated coupon . . . . . . . . . . . . . . . . . . . . . . . . . | 5.875% | 4.75% | 4.20% | 6.75% | ||||
Coupon frequency . . . . . . . . . . . . . . . . . . . . . | Quarterly | Quarterly | Quarterly | Quarterly | ||||
NYSE Symbol . . . . . . . . . . . . . . . . . . . . . . . . | MGR | MGRB | MGRD | MGRE | ||||
Effective interest rate . . . . . . . . . . . . . . . . . . . | 5.91% | 4.78% | 4.23% | 6.76% |
As of December 31, 2025, each of the 2059 and 2060 junior subordinated notes could be redeemed at any time, in whole or
in part. The other junior subordinated notes may be redeemed at any time, in whole or in part, on or after September 30, 2026,
in the case of the 2061 junior subordinated notes, and on or after March 30, 2029, in the case of the 2064 junior subordinated
notes. In each case, the junior subordinated notes may be redeemed at 100% of the principal amount of the notes being
redeemed, plus any accrued and unpaid interest thereon. Prior to the applicable redemption date, at the Company’s option, the
applicable junior subordinated notes may also be redeemed, in whole but not in part, at 100% of the principal amount, plus any
accrued and unpaid interest, if certain changes in tax laws, regulations, or interpretations occur; or at 102% of the principal
amount, plus any accrued and unpaid interest, if a rating agency makes certain changes relating to the equity credit criteria for
securities with features similar to the applicable notes.
The Company may, at its option, and subject to certain conditions and restrictions, defer interest payments subject to the
terms of the junior subordinated notes.
Junior Convertible Securities
As of December 31, 2025, the Company had $340.6 million of principal outstanding on its junior convertible trust
preferred securities (the “junior convertible securities”). Prior to their redemption by the Company, as described below, the
junior convertible securities bore interest at a rate of 5.15% per annum, which interest payments were payable quarterly in cash.
The junior convertible securities were considered contingent payment debt instruments under federal income tax regulations,
which required the Company to deduct interest in an amount greater than its reported interest expense (“excess interest expense
deductions”).
As of December 31, 2024 and 2025, the unamortized issuance costs related to the junior convertible securities were $2.7
million and $2.4 million, respectively.
The following table presents interest expense recorded in connection with the junior convertible securities:
For the Years Ended December 31, | ||||||
2023 | 2024 | 2025 | ||||
Contractual interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | $17.6 | $17.6 | $16.9 | |||
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 0.2 | 0.2 | 0.2 | |||
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | $17.8 | $17.8 | $17.1 | |||
Effective interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5.21% | 5.21% | 5.00% | |||
In November 2025, pursuant to the terms of the junior convertible securities, the Company adjusted the conversion rate of
the securities to 0.2582 shares of common stock per $50.00 junior convertible security, equivalent to an adjusted conversion
price of $193.65 per share. The adjustment was the result of the Company’s cumulative declared dividends on its common
stock since the prior adjustment.
On December 8, 2025, the Company delivered notice that it had elected to redeem all of the outstanding junior convertible
securities on December 29, 2025 (the “Redemption Date”), and announced its intention to settle any and all conversion
obligations in cash. Substantially all holders of the junior convertible securities delivered requests to convert their securities
prior to the Redemption Date. On December 15, 2025 (the “Election Date”), the Company made an irrevocable election to
settle its conversion obligations in cash by reference to the daily volume weighted average price of the Company’s common
stock during each applicable trading day conversion reference period. These conversions resulted in a settlement value in
excess of the associated carrying value (the “conversion premium”). As of December 31, 2025, the conversion premium of
$155.5 million was recorded within Other liabilities, with a corresponding reduction to Additional paid-in capital. In addition,
the conversion resulted in a reduction to Deferred tax liability (net) on the Consolidated Balance Sheets of $38.9 million, with a
corresponding increase to Additional paid-in capital. The Company’s election to settle each applicable conversion premium in
cash using a ten-day reference period was accounted for as a forward sale contract, which resulted in a $9.2 million expense
recorded in Other expenses (net), in the fourth quarter of 2025.
On the Redemption Date, the Company redeemed $1.1 million of junior convertible securities which were not converted,
reflecting the principal amount of the redeemed securities, plus accrued and unpaid interest, up to, but not including, the
Redemption Date.
In January 2026, the Company settled each of its applicable conversion obligations in cash for an aggregate amount of
$514.6 million which resulted in an incremental expense related to the forward sale contract of $9.3 million. As a result of the
settlement of these securities, the Company expects to incur a current cash tax liability of approximately $56.0 million in 2026,
reflective of the recapture of excess interest expense deductions. As of the date of this Annual Report on Form 10-K, none of
the Company's junior convertible securities are outstanding.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 17, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 17, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 25, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.