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Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt Debt The following table summarizes the Company’s Debt:
December 31,
20212022
Senior bank debt$349.9 $349.9 
Senior notes1,093.5 1,095.2 
Junior subordinated notes751.4 751.6 
Junior convertible securities 295.6 338.6 
Debt$2,490.4 $2,535.3 
Effective January 1, 2022, the Company adjusted the carrying value of its junior convertible securities (see Note 1).
Senior Bank Debt
The Company has a $1.25 billion revolver and a $350.0 million senior unsecured term loan facility (the “term loan” and, together with the revolver, the “credit facilities”). On November 18, 2022, the Company (i) amended the revolver, extending the maturity date of the revolver by one year to October 25, 2027, and (ii) further amended the revolver and amended the term loan, replacing LIBOR with a term SOFR-based rate as an applicable benchmark for each facility. The term loan matures 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 term-SOFR plus a SOFR adjustment of 0.10%, or prime rate, plus a marginal rate determined based on its credit rating. As of December 31, 2022, the interest rate for the Company’s outstanding borrowings under the term loan was term-SOFR plus a SOFR adjustment of 0.10%, plus the marginal rate of 0.85%.
The credit facilities contain financial covenants with respect to leverage and interest coverage, as well as customary affirmative and negative covenants, including limitations on priority indebtedness, asset dispositions, and fundamental corporate changes, and certain customary events of default.
As of December 31, 2021 and 2022, the Company had no outstanding borrowings under the revolver. As of December 31, 2021 and 2022, the Company had outstanding borrowings under the term loan of $350.0 million, and the weighted average interest rate on outstanding borrowings was 0.95% and 5.27%, respectively. The Company pays commitment fees on the unused portion of its revolver. For the years ended December 31, 2021 and 2022, these fees amounted to $1.5 million and $1.3 million, respectively.
Senior Notes
As of December 31, 2022, the Company had senior notes outstanding, the respective principal terms and effective interest rates of which are presented below:
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
Effective interest rate4.43 %3.67 %3.39 %
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 December 31, 2022, the Company had junior subordinated notes outstanding, the respective principal terms and effective interest rates of which are presented below:
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
Effective interest rate5.91 %4.78 %4.22 %
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 1.
As of December 31, 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 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 junior convertible securities:
December 31,
20212022
Contractual interest expense$22.2 $18.3 
Amortization of debt issuance costs0.4 0.2 
Amortization of debt discount3.1 — 
Total$25.7 $18.5 
Effective interest rate5.99 %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 this 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. The junior convertible securities are considered contingent payment debt instruments under federal income tax regulations, which require the Company to deduct interest in an amount greater than its reported interest expense. The Company estimates that these deductions will generate annual deferred tax liabilities of approximately $8 million. During the years ended December 31, 2021 and 2022, the Company repurchased a portion of its junior convertible securities for a purchase price of $33.0 million and $60.9 million, respectively, and as a result of these repurchases, the Company reduced its Deferred income tax liability (net) by $7.0 million and $11.4 million, respectively.