Filed Pursuant to Rule 424(b)(5)
Registration No. 333-263148
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 1, 2022)
AFFILIATED MANAGERS GROUP, INC.

Up to $500,000,000
Common Stock
This prospectus supplement supersedes and replaces the prospectus
supplement, filed on March 27, 2019, which provided for the
sale of shares of our common stock with an aggregate sales price of
up to $500,000,000; we have not sold and will not sell any shares
of common stock pursuant to that earlier prospectus supplement. We
are filing this prospectus supplement in connection with our recent
filing of a new shelf registration statement on Form S-3 on March 1, 2022, which
replaced our previously filed shelf registration statement in
advance of the expiration thereof.
Pursuant to this prospectus supplement, up to $500,000,000 in the
aggregate of our common stock may be offered and sold from time to
time through or to Barclays Capital Inc., BofA Securities, Inc.,
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC
Capital Markets, LLC and Wells Fargo Securities, LLC, which we
refer to collectively as the sales agents, under an equity
distribution agreement (which terminates prior equity distribution
agreements and related agreements with the sales agents, if any).
The equity distribution agreement provides for the issuance and
sale of common stock by us either through or to the sales agents
acting as sales agent or principal, respectively. We have also
entered into separate master confirmation letter agreements, which
we refer to as forward sale agreements, with affiliates of each of
the sales agents, which we refer to as the forward purchasers. In
connection with each such forward sale agreement, the forward
purchaser (or its affiliate) may, at our request, borrow from third
parties and sell through or to its affiliate sales agent a number
of shares of our common stock equal to the number of shares of our
common stock that underlie such forward sale agreement. We refer to
a sales agent, when acting as an agent for, or purchasing from, a
forward purchaser (or its affiliate), as a forward seller.
As described in this prospectus supplement under “Use of Proceeds,”
the proceeds that we will receive from the sale of shares of our
common stock pursuant to the equity distribution agreement and/or
forward sale agreements cannot be determined and will depend upon
the number of shares sold, the market price at which they were
sold, and with respect to forward sale transactions, whether we
elect to physically settle, cash settle, or net share settle the
forward sale transactions. Settlement of forward sale transactions
will occur upon dates specified by us or, in certain circumstances,
the forward purchasers, as provided in each forward sale
agreement.
The shares of our common stock sold through the sales agents will
be offered at market prices prevailing at the time of sale, at
prices related to the prevailing market prices, or at negotiated
prices. If we sell shares to a sales agent as principal, we will
enter into a separate terms agreement with the sales agent setting
forth the terms of such transaction, and we will describe the
agreement in a separate prospectus supplement or pricing
supplement. In connection with sales through or to the sales agents
under the equity distribution agreement, we will pay the applicable
sales agent a commission equal to up to 2.0% of the gross sales
price of all shares of our common stock sold through or to it. In
connection with any forward sale transaction, the applicable sales
agent, as forward seller, will receive an effective per share
commission of up to 2.0% of the volume-weighted average price per
share at which the shares of common stock are sold pursuant to such
forward sale agreement.
Our common stock is traded on the New York Stock Exchange under the
symbol “AMG.” On May 26, 2022, the last reported sale price of
shares of our common stock as reported on the New York Stock
Exchange was $132.56.
Investing in our common stock involves risks. See “Risk Factors” beginning on
page S-1 of this prospectus
supplement and in our reports filed with the Securities and
Exchange Commission (the “SEC”) pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and which are
incorporated by reference herein.
Neither the SEC nor any state securities commission has approved
or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal
offense.
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Barclays |
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BofA Securities |
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Citigroup |
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J.P. Morgan |
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RBC Capital Markets |
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Wells Fargo
Securities |
The date of this prospectus supplement is May 27,
2022.