Item 1.01 Entry into a Material Definitive Agreement.
OnAugust 16, 2022 ,Artisan Partners Holdings LP ("Holdings"), of whichArtisan Partners Asset Management Inc. (the "Company") is the sole general partner, (i) issued$90 million of 3.10% Series F Senior Notes and used the proceeds to repay the$90 million of 4.98% Series C Senior Notes maturing onAugust 16, 2022 , and (ii) amended and extended its$100 million revolving credit facility for an additional five-year period.
Note Purchase Agreement
Holdings issued the$90 million of Series F Senior Notes in a private placement transaction pursuant to a Note Purchase Agreement datedDecember 7, 2021 , with a closing date ofAugust 16, 2022 , between Holdings and the note purchasers named therein. The Series F Notes will bear interest at a rate of 3.10% per annum and will mature onAugust 16, 2032 .
In addition to other covenants, the Note Purchase 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 Note Purchase Agreement includes customary events of default. Upon an event of default, the Series F Notes then outstanding generally will become due and payable. In addition, in the event of a Change in Control (as defined in the Note Purchase Agreement) or if Artisan's average AUM for a fiscal quarter is below$45 billion , Holdings is generally required to offer to pre-pay the notes. Artisan Partners Limited Partnership, a wholly-owned subsidiary of Holdings, has guaranteed Holdings' obligations under the terms of the Note Purchase Agreement. This summary of the Note Purchase Agreement is qualified in its entirety by reference to the terms of the Note Purchase Agreement attached as Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission onDecember 7, 2021 , which is incorporated herein by reference.
Amended and Restated Five-Year Revolving Credit Agreement
Holdings also amended and extended its$100 million five-year revolving credit agreement withCitibank, N.A . as administrative agent andCitibank, N.A . andBofA Securities, Inc. as joint lead arrangers and joint book runners. The Amended and Restated Five-Year Revolving Credit Agreement was originally entered into onAugust 16, 2012 and was subsequently amended and extended onAugust 16, 2017 . Borrowings under the amended agreement will generally bear interest at a rate per annum equal to, at Holdings' election, (i) Term SOFR plus an applicable margin ranging from 1.25% to 2.25%, depending on Holdings' leverage ratio or (ii) an alternate base rate equal to the highest of (a)Citibank, N.A.'s prime rate, (b) the federal funds effective rate plus 0.50% and (c) the daily one-month term SOFR plus 1.00%, plus, in each case, an applicable margin ranging from 0.25% to 1.25%, depending on Holdings' leverage ratio. Unused commitments will bear interest at a rate that ranges from 0.150% to 0.450% per annum, depending on Holdings' leverage ratio. The terms and conditions, covenants, and events of default under the Amended and Restated Five-Year Revolving Credit Agreement are substantially similar to those described above under the Note Purchase Agreement. Artisan Partners Limited Partnership, a wholly-owned subsidiary of Holdings, has guaranteed Holdings' obligations under the amended agreement. As of the date of this filing, there were no outstanding borrowings under the amended agreement. This summary of the Amended and Restated Five-Year Revolving Credit 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.
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Item 9.01 Financial Statements and Exhibits
Exhibit Number Description of Exhibit
Amended and Restated Five-Year Revolving Credit
Agreement, dated as of
August 16, 2022 , amongArtisan Partners Holdings
LP, the lenders named therein
andCitibank, N.A ., asAdministrative Agent andCitibank, N.A . andBofA 10.1Securities, Inc. as joint lead arrangers and joint book runners 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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