8-K

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 2, 2017

LEGG MASON, INC.

(Exact name of registrant as specified in its charter)

Maryland	1-8529	52-1200960
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer  Identification No.)

100 International Drive, Baltimore, Maryland	21202
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 410 539-0000

Not Applicable

(Former name or former address if changed since last report)

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))

Item 1.01 Entry into a Material Definitive Agreement.

On June 2, 2017, Legg Mason, Inc., as borrower (the “Company” or the “Borrower”), Citibank, N.A., as administrative agent, and the other banks party thereto (collectively, the “Lenders”), entered into a fourth amendment and waiver (the “Fourth Amendment”) to the Company’s unsecured Credit Agreement, dated as of December 29, 2015 (as amended by the First Amendment, dated as of March 31, 2016, the Second Amendment, dated as of September 7, 2016, and the Third Amendment, dated as of March 31, 2017, the “Credit Agreement”) pursuant to which the Lenders made available to the Company a multi-currency revolving credit facility.

The Fourth Amendment revises the definition of “Hedging Agreement” in the Credit Agreement to include any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial, pricing or equity indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

In addition, the Fourth Amendment amends the lien covenant in the Credit Agreement so that the Borrower (in addition to its Significant Subsidiaries (as defined in the Credit Agreement)) is permitted to incur Liens (as defined in the Credit Agreement) to secure obligations (including obligations in respect of Hedging Agreements) in an aggregate amount not exceeding (as to the Borrower and all of its Significant Subsidiaries) US $200,000,000 at any one time outstanding.

The Fourth Amendment also provides for a waiver of any defaults under the Credit Agreement that may have arisen prior to the date of the Fourth Amendment as a result of the provision of cash collateral by the Borrower to secure obligations under certain Hedging Agreements.

In the ordinary course of its business, the Company has various business relationships with most of the Lenders.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the Fourth Amendment, which is filed as an exhibit hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Subject Matter

1.1

Fourth Amendment and Waiver, dated as of June 2, 2017, to the Credit Agreement, dated as of December 29, 2015 (as amended by the First Amendment to the Credit Agreement, dated as of March 31, 2016, the Second Amendment to the Credit Agreement, dated as of September 7, 2016, and the Third Amendment, dated as of March 31, 2017), by and among Legg Mason, Inc., as borrower, Citibank, N.A., as administrative agent, and each of the lenders from time to time party thereto, filed herewith.

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.

	LEGG MASON, INC. (Registrant)
Date: June 2, 2017	By:	/s/ Thomas C. Merchant
		Thomas C. Merchant
		Executive Vice President and General Counsel

LEGG MASON, INC.

EXHIBIT INDEX

Exhibit No.

Subject Matter

1.1

Fourth Amendment and Waiver, dated as of June 2, 2017, to the Credit Agreement, dated as of December 29, 2015 (as amended by the First Amendment to the Credit Agreement, dated as of March 31, 2016, the Second Amendment to the Credit Agreement, dated as of September 7, 2016, and the Third Amendment, dated as of March 31, 2017), by and among Legg Mason, Inc., as borrower, Citibank, N.A., as administrative agent, and each of the lenders from time to time party thereto, filed herewith.

EX-1.1

EXECUTION VERSION

FOURTH AMENDMENT AND WAIVER dated as of June 2, 2017 (this “Amendment”), to the Credit Agreement dated as of December 29, 2015 (as amended by the First Amendment dated as of March 31, 2016, the Second Amendment dated as of September 7, 2016 and the Third Amendment dated as of March 31, 2017, and as heretofore further amended, the “Credit Agreement”), by and among LEGG MASON, INC., a Maryland corporation (the “Borrower”), each of the Lenders from time to time party thereto and CITIBANK, N.A., as Administrative Agent.

WHEREAS, the Borrower has requested that certain provisions of the Credit Agreement be amended or waived as set forth herein and the Lenders party hereto, constituting the Majority Lenders, have agreed so to amend or waive such provisions of the Credit Agreement;

NOW, THEREFORE, in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Lenders party hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preliminary statements hereto) have the meanings assigned to them in the Credit Agreement.

SECTION 2. Amendment. Subject to the satisfaction of the conditions set forth in Section 5 below, the Credit Agreement shall without further action be amended as follows:

(a)Section 1.01 of the Credit Agreement is hereby amended by amending and replacing the definition of “Hedging Agreement” set forth therein to read as follows:

“Hedging Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial, pricing or equity indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions.

(b)The following definition is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

“Fourth Amendment” means the Fourth Amendment dated as of June 2, 2017 to the Credit Agreement (as amended by the First Amendment dated as of March 31, 2016, the Second Amendment dated as of September 7, 2016 and the Third Amendment dated as of March 31, 2017), by and among the Borrower, each of the Lenders party thereto and the Administrative Agent.

(c)Section 5.02(b)(vi) of the Credit Agreement is hereby amended by replacing such Section in its entirety with the following text:

(vi) Liens on properties or assets of the Borrower or any of its Significant Subsidiaries (not otherwise permitted by clauses (i) through (v) above) securing obligations (including, without limitation, obligations of the Borrower or any of its Significant Subsidiaries in respect of Hedging Agreements) in an aggregate amount not exceeding (as to the Borrower and all of its Significant Subsidiaries) US$200,000,000 at any one time outstanding.

SECTION 3. Waiver. The Administrative Agent and the Lenders party hereto, constituting the Majority Lenders, hereby waive any Default or Event of Default that has arisen pursuant to the Credit Agreement as a result of the provision of cash collateral by the Borrower prior to the date hereof to secure obligations under Hedging Agreements, in each case, to the extent that a Default or Event of Default would not have occurred after giving effect to this Amendment.

SECTION 4. Representations and Warranties. The Borrower represents and warrants to the Lenders that:

(a)This Amendment has been duly executed and delivered by the Borrower and (assuming due execution by the parties hereto other than the Borrower) constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)The representations and warranties set forth in Section 4.01 of the Credit Agreement (except the Excluded Representations) are true and correct in all material respects on and as of the Amendment Effective Date (as defined below), before and after giving effect to this Amendment, as though made on and as of the Amendment Effective Date.

(c)As of the Amendment Effective Date, after giving effect to this Amendment, no event has occurred and is continuing that constitutes a Default.

SECTION 5. Effectiveness of Amendment. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which the Administrative Agent shall have executed this Amendment and shall have received counterparts hereof duly executed and delivered by the Borrower and the Lenders constituting the Majority Lenders. The Administrative Agent shall promptly notify the Borrower and the Lenders in writing of the Amendment Effective Date and such notice shall be conclusive and binding absent manifest error.

SECTION 6. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, in each case to the extent provided in Section 8.04(a) of the Credit Agreement.

SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, any Issuing Lenders or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which, as amended hereby, are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Credit Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby.

SECTION 8. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf email transmittal) shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 9. Governing Law; Consent to Jurisdiction, Etc. The provisions of Sections 8.07 and 8.11 of the Credit Agreement shall apply, mutatis mutandis, to this Amendment as if set forth in full herein.

(a)

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their authorized officers or representatives as of the date first above written.

LEGG MASON, INC.,
By:	/s/
	Name: Peter H. Nachtwey
	Title: CFO

CITIBANK, N.A., as Administrative Agent, an Issuing Lender and Lender,
By:	/s/
	Name: Maureen P. Maroney
	Title: Vice President

To approve this Amendment:

JPMORGAN CHASE BANK, N.A.,
By:	/s/
	Name: Alfred Chi
	Title: Vice President

To approve this Amendment:

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:	/s/
	Name: Suzanne Ley
	Title: Vice President

To approve this Amendment:

ROYAL BANK OF CANADA,
By:	/s/
	Name: Glenn Van Allen
	Title: Authorized Signatory

To approve this Amendment:

THE BANK OF NEW YORK MELLON
By:	/s/
	Name: Michael Pensari
	Title: Managing Director

For any institution requiring a second signature line:

_____________________________________,
By:
	Name:
	Title:

To approve this Amendment:

HSBC BANK USA, N.A,
By:	/s/
	Name: Cameron Hughes
	Title: Senior Vice President

To approve this Amendment:

BANK OF AMERICA, N.A.
By:	/s/
	Name: Rodney Beeks
	Title: Associate

To approve this Amendment:

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
By:	/s/
	Name: Gordon Yip
	Title: Director

By:	/s/
	Name: Jérôme Perrier
	Title: Head of FIG Americas

To approve this Amendment:

MORGAN STANLEY BANK, N.A.,
By:	/s/
	Name: Harry Comninellis
	Title: Authorized Signatory

For any institution requiring a second signature line:

_____________________________________,
By:
	Name:
	Title:

To approve this Amendment:

STATE STREET BANK & TRUST COMPANY,
By:	/s/
	Name: Andrei Bourdine
	Title: Vice President

To approve this Amendment:

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender
By:	/s/
	Name: Karen Hanke
	Title: Managing Director

To approve this Amendment:

BRANCH BANKING AND TRUST COMPANY,
By:	/s/
	Name: Matthew J. Davis
	Title: Senior Vice President

For any institution requiring a second signature line:

_____________________________________,
By:
	Name:
	Title:

To approve this Amendment:

AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED,
By:	/s/
	Name: Robert Grillo
	Title: Director

To approve this Amendment:

MANUFACTURERS AND TRADERS TRUST COMPANY,
By:	/s/
	Name: Ashley J.S. Thompson
	Title: Vice President

For any institution requiring a second signature line:

_____________________________________,
By:
	Name:
	Title:

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