|
|
|
ITEM 1.01
|
Entry into a Material Definitive Agreement.
|
Public Offering
On November 17, 2017, OM Asset Management plc (the "Company") 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 sale, by OMGUK, of 6,039,630 ordinary shares of the Company for aggregate proceeds of approximately $94 million (the "Public Offering"). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
On November 17, 2017, the closing of the sale of the ordinary shares of the Company by OMGUK in the Public Offering was completed.
The ordinary shares have been registered under the Securities Act 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.
Morgan, Lewis & Bockius UK LLP, counsel to the Company, has issued an opinion to the Company, dated November 17, 2017, regarding the ordinary shares. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Heitman LLC Redemption Agreement
On November 17, 2017, OMAM Inc. (“OMAM”), a Delaware corporation and wholly owned subsidiary of the Company, entered into a Redemption Agreement (the "Redemption Agreement") with OMAM (HFL) Inc., a Delaware corporation and indirect subsidiary of the Company (“Seller”), and Heitman LLC, a Delaware limited liability company (“Heitman”). Pursuant to the Redemption Agreement, Heitman shall redeem all of Seller’s membership interests in Heitman for cash consideration totaling $110 million (the “Purchase Price”). In addition, the Company shall continue to receive its share of distributable profits from Heitman for 2017 until the date that definitive debt financing documentation is executed by Heitman to fund the Purchase Price (the “Financing Date”).
The consummation of the transactions contemplated by the Redemption Agreement is subject to certain customary closing conditions, including, among others, the receipt of debt financing by Heitman to fund the Purchase Price. Heitman has received a commitment letter with respect to the debt financing.
The closing date for the transactions contemplated by Redemption Agreement shall occur on the later of December 29, 2017 and two business days after all closing conditions are met (the “Closing Date”). Either party may extend the Closing Date to January 2, 2018 at its election. During the two-year period following the Financing Date, OMAM has the right to receive a portion of the proceeds of certain sale transactions entered into by Heitman to the extent of OMAM’s interest in Heitman prior to the Financing Date.
The representations, warranties and covenants set forth in the Redemption Agreement have been made only for the purposes of the Redemption Agreement and solely for the benefit of the parties to the Redemption Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures, may have been made for the purposes of allocating contractual risk between the parties to the Redemption Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Redemption Agreement is included with this filing only to provide investors with information regarding the terms of the Redemption Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.
A copy of the Redemption Agreement has been filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Redemption Agreement is qualified in its entirety by reference to the full text of the Redemption Agreement.