OM Asset Management plc (NYSE:OMAM) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
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Entry into a Material Definitive Agreement.
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entered into an underwriting agreement (the “Underwriting
Agreement”) with OM Group (UK) Limited (“OMGUK”), a wholly
owned subsidiary of Old Mutual plc (“OM plc”) and Morgan
Stanley Co. LLC as the underwriter (the “Underwriter”),
relating to the issuance and sale, by OMGUK, of 17.3 million
ordinary shares of the Company at an offering price to the public
of $14.55 per share (the “Public Offering”). In addition, to
the Underwriting Agreement, and subject to its terms and
conditions, the Underwriter was granted a 30-day option to
purchase up to an additional 2.595 million ordinary shares of the
Company from OMGUK at the Public Offering price, less the
underwriting discount, which expires on June 14, 2017. A copy of
the Underwriting Agreement is attached hereto as Exhibit 1.1 and
is incorporated herein by reference.
ordinary shares of the Company in the Public Offering and the
previously announced private repurchase of 5 million ordinary
shares by the Company from OM plc (the “Repurchase
Transaction”) were each completed.
of 1933, as amended, by a Registration Statement on Form S-3
(Registration No. 333-207781) which became effective December 3,
2015. A prospectus supplement relating to the Public Offering has
been filed with the Securities and Exchange Commission.
an opinion to the Company, dated May 19, 2017, regarding the
ordinary shares. A copy of the opinion is filed as Exhibit 5.1 to
this Current Report on Form 8-K.
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ITEM 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Transaction, OM plc will have the right to appoint two directors,
and, as a result, each of Stuart Bohart and Donald Schneider will
no longer be considered OM plc appointed directors. Each of
Messrs. Bohart and Schneider have agreed to remain on the
Company’s Board of Directors (the “Board of Directors”) until
June 30, 2017 to assist with the transition of the Board of
Directors at which point they will resign from the Board of
Directors. Mr. Schneider has resigned from the Company’s
Compensation Committee and the Company’s Nominating and
Corporate Governance Committee, effective as of May 19, 2017. Mr.
Bohart has resigned from the Company’s Compensation Committee,
effective as of May 19, 2017.
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ITEM 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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1.1
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Underwriting Agreement dated May 15, 2017 by and among OM
Asset Management plc, OM Group (UK) Limited and Morgan Stanley Co. LLC as the underwriter |
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5.1
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Opinion of Morgan, Lewis Bockius UK LLP
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About OM Asset Management plc (NYSE:OMAM)
OM Asset Management plc is a multi-boutique asset management company. The Company operates its business through its approximately seven affiliate firms (Affiliates). The Company is an indirect subsidiary of Old Mutual plc, which is an investment, savings, insurance and banking group. The Company’s Affiliates include Acadian Asset Management LLC (Acadian), Barrow, Hanley, Mewhinney & Strauss, LLC (Barrow Hanley), Campbell Global, LLC (Campbell Global), Copper Rock Capital Partners LLC, Heitman LLC, Investment Counselors of Maryland, LLC and Thompson, Siegel & Walmsley LLC. Its affiliates offer a range of products in the United States markets equities and alternative investments, including timber and real estate. Acadian is a manager of global and international equity, fixed income and alternative strategies. Barrow Hanley is an investment manager of the United States, international and global equities, fixed income and a range of balanced investment management strategies. OM Asset Management plc (NYSE:OMAM) Recent Trading Information
OM Asset Management plc (NYSE:OMAM) closed its last trading session up +0.17 at 14.34 with 1,098,416 shares trading hands.
