XML 28 R15.htm IDEA: XBRL DOCUMENT v3.22.2.2
Debt
9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes the Company’s Debt:
December 31,
2021
September 30,
2022
Senior bank debt$349.9 $349.9 
Senior notes1,093.5 1,094.8 
Junior subordinated notes751.4 751.5 
Junior convertible securities295.6 338.6 
Debt$2,490.4 $2,534.8 
The Company’s senior notes, junior subordinated notes, and junior convertible securities are carried at amortized cost. Unamortized discounts and debt issuance costs are presented within the Consolidated Balance Sheets as an adjustment to the carrying value of the associated debt. Effective January 1, 2022, the Company adjusted the carrying value of its junior convertible securities (see Note 2).
Senior Bank Debt
The Company has a $1.25 billion senior unsecured multicurrency revolving credit facility (the “revolver”) and a $350.0 million senior unsecured term loan facility (the “term loan” and, together with the revolver, the “credit facilities”). Both the revolver and the term loan mature on October 23, 2026. Subject to certain conditions, the Company may increase the commitments under the revolver by up to an additional $500.0 million and may borrow up to an additional $75.0 million under the term loan. The Company pays interest on any outstanding obligations under the credit facilities at specified rates, currently based either on an applicable LIBOR rate (subject to customary LIBOR succession provisions) or prime rate, plus a marginal rate determined based on its credit rating. As of September 30, 2022, the interest rate for the Company’s borrowings under the term loan was LIBOR plus 0.85%. As of December 31, 2021 and September 30, 2022, the Company had no outstanding borrowings under the revolver.
Senior Notes
As of September 30, 2022, the Company had senior notes outstanding. The carrying value of the senior notes is accreted to the principal amount at maturity over the remaining life of the underlying instrument.
The principal terms of the senior notes outstanding as of September 30, 2022 were as follows:
2024
Senior Notes
2025
Senior Notes
2030
Senior Notes
Issue dateFebruary 2014February 2015June 2020
Maturity dateFebruary 2024August 2025June 2030
Par value (in millions)$400.0 $350.0 $350.0 
Stated coupon4.25 %3.50 %3.30 %
Coupon frequencySemi-annuallySemi-annuallySemi-annually
Potential call dateAny timeAny timeAny time
Call priceAs definedAs definedAs defined
The senior notes may be redeemed, in whole or in part, at any time, in the case of the 2024 and 2025 senior notes, and at any time prior to March 15, 2030, in the case of the 2030 senior notes. In each case, the senior notes may be redeemed at a make-whole redemption price, plus accrued and unpaid interest. The make-whole redemption price, in each case, is equal to the greater of 100% of the principal amount of the notes to be redeemed and the remaining principal and interest payments on the notes being redeemed (excluding accrued but unpaid interest to, but not including, the redemption date) discounted to their present value as of the redemption date at the applicable treasury rate plus 0.25%, in the case of the 2024 and the 2025 senior notes, and to their present value as of the redemption date on a semi-annual basis at the applicable treasury rate plus 0.40%, in the case of the 2030 senior notes.
Junior Subordinated Notes
As of September 30, 2022, the Company had junior subordinated notes outstanding. The carrying value of the junior subordinated notes is accreted to the principal amount at maturity over the remaining life of the underlying instrument.
The principal terms of the junior subordinated notes outstanding as of September 30, 2022 were as follows:
2059
Junior Subordinated Notes
2060
Junior Subordinated Notes
2061
Junior Subordinated Notes
Issue dateMarch 2019September 2020July 2021
Maturity dateMarch 2059September 2060September 2061
Par value (in millions)$300.0 $275.0 $200.0 
Stated coupon5.875 %4.75 %4.20 %
Coupon frequencyQuarterlyQuarterlyQuarterly
Potential call dateMarch 2024September 2025September 2026
Call priceAs definedAs definedAs defined
ListingNYSENYSENYSE
The junior subordinated notes may be redeemed at any time, in whole or in part, on or after March 30, 2024, in the case of the 2059 junior subordinated notes, on or after September 30, 2025, in the case of the 2060 junior subordinated notes, and on or after September 30, 2026, in the case of the 2061 junior subordinated notes. In each case, the junior subordinated notes may be redeemed at 100% of the principal amount of the notes being redeemed, plus any accrued and unpaid interest thereon.  Prior to the applicable redemption date, at the Company’s option, the applicable junior subordinated notes may also be redeemed, in whole but not in part, at 100% of the principal amount, plus any accrued and unpaid interest, if certain changes in tax laws, regulations, or interpretations occur; or at 102% of the principal amount, plus any accrued and unpaid interest, if a rating agency makes certain changes relating to the equity credit criteria for securities with features similar to the applicable notes.
The Company may, at its option, and subject to certain conditions and restrictions, defer interest payments subject to the terms of the junior subordinated notes.
Junior Convertible Securities
Effective January 1, 2022, the Company adopted ASU 2020-06. See Note 2.
As of September 30, 2022, the Company had $341.7 million of principal outstanding in its 5.15% junior convertible trust preferred securities (the “junior convertible securities”), maturing in 2037. The junior convertible securities bear interest at a rate of 5.15% per annum, payable quarterly in cash.
As of December 31, 2021 and September 30, 2022, the unamortized issuance costs related to the junior convertible securities were $3.9 million and $3.1 million, respectively.
The following table presents interest expense recognized in connection with the the junior convertible securities:
For the Three Months Ended September 30,For the Nine Months Ended September 30,
2021202220212022
Contractual interest expense$5.2 $4.4 $15.9 $13.9 
Amortization of debt issuance costs0.1 0.1 0.2 0.2 
Amortization of debt discount0.8 — 2.4 — 
Total$6.1 $4.5 $18.5 $14.1 
Effective interest rate6.00 %5.21 %5.99 %5.21 %
Holders of the junior convertible securities have no rights to put these securities to the Company. The holder may convert the securities to 0.2558 shares of common stock per $50.00 junior convertible security, equivalent to an adjusted conversion price of $195.47 per share. The conversion rate is subject to adjustments as described in the Amended and Restated Declaration of Trust of AMG Capital Trust II and the related indenture, both dated October 17, 2007 and filed as exhibits to the Company’s most recent Annual Report on Form 10-K. Upon conversion, holders will receive cash or shares of the Company’s common stock, or a combination thereof, at the Company’s election. The Company may redeem the junior convertible securities if the closing price of its common stock for 20 trading days in a period of 30 consecutive trading days exceeds 130% of the then prevailing conversion price, and may also repurchase junior convertible securities in the open market or in privately negotiated transactions from time to time at management’s discretion. During the nine months ended September 30, 2021 and 2022, the Company repurchased a portion of its junior convertible securities for a purchase price of $28.7 million and $60.9 million, respectively, and as a result of these repurchases, the Company reduced its Deferred income tax liability (net) by $6.2 million and $11.7 million, respectively.