8-K 1 form8-k20190606.htm 8-K Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2019
Artisan Partners Asset Management Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-35826
45-0969585
(State or other jurisdiction of
incorporation or organization)
(Commission file number)
(I.R.S. Employer
Identification No.)
 
 
 
 
875 E. Wisconsin Avenue, Suite 800
Milwaukee, WI 53202
 
 
(Address of principal executive offices and zip code)
 

(414) 390-6100
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Class A common stock, par value $0.01 per share
 
APAM
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).
                             Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Item 1.01 Entry into a Material Definitive Agreement.
On June 6, 2019, Artisan Partners Holdings LP, of which Artisan Partners Asset Management Inc. is the sole general partner, entered into a Note Purchase Agreement (the “Agreement”) with the note purchasers named therein, a number of which are also parties to Holdings’ Note Purchase Agreement dated August 16, 2017. Pursuant to the Agreement, Holdings agreed to issue $50 million of Series E Senior Notes in a private placement transaction on August 16, 2019, subject to the satisfaction of certain customary closing conditions.
The Series E Notes will bear interest at a rate of 4.53% per annum and will mature on August 16, 2027. In addition to other covenants, the Agreement contains the following financial covenants:
•
Holdings will not permit its Leverage Ratio (as defined in the Agreement) on any date to exceed 3.00 to 1.00.
•
Holdings will not permit its Interest Coverage Ratio (as defined in the Agreement) in respect of any period of four consecutive fiscal quarters to be less than 4.00 to 1.00.
The Agreement includes customary events of default. Upon an event of default, the Series E Notes then outstanding generally will become due and payable. In addition, in the event of a Change of Control (as defined in the Agreement) or if Artisan’s average AUM for a fiscal quarter is below $45 billion, Holdings will generally be required to offer to pre-pay the notes. Artisan Partners Limited Partnership, a wholly-owned subsidiary of Holdings, will guarantee Holdings’ obligations under the terms of the Agreement. This summary of the Agreement is qualified in its entirety by reference to the terms of the Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
The information included in Item 1.01 above is incorporated by reference into this Item 2.03.


Item 9.01 Financial Statements and Exhibits


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 6, 2019

Artisan Partners Asset Management Inc.

By:
 
/s/ Charles J. Daley, Jr.
Name:
 
Charles J. Daley, Jr.
Title:
 
Executive Vice President, Chief Financial Officer and Treasurer