UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On February 24, 2020, the previously announced sale in an underwritten offering (the “Offering”) of 1,802,326 shares of Class A common stock (the “Shares”) of Artisan Partners Asset Management Inc. (the “Company”) to Citigroup Global Markets Inc. was completed. The Company used all of the proceeds of the offering to purchase 1,802,326 common units of Artisan Partners Holdings LP (“Holdings”), the Company’s direct subsidiary, from certain limited partners, including employee-partners, of Holdings. The completion of the transaction increased the Company’s public float of Class A common stock by 1,802,326 shares.
In connection with the Offering, the Company, Holdings and Citigroup Global Markets Inc. entered into an underwriting agreement (the “Underwriting Agreement”), which contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Shares by the Company to Citigroup Global Markets Inc., indemnification and contribution obligations and other terms and conditions customary in agreements of this type.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference.
The information in this Item 8.01, including the exhibit incorporated herein by reference, shall be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, and shall be deemed incorporated by reference in the Company’s filings under the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |||
| 1.1 |
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| 5.1 |
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| 23.1 |
Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Artisan Partners Asset Management Inc. | ||||||
| Date: February 24, 2020 |
By: |
/s/ Charles J. Daley, Jr. | ||||
| Name: |
Charles J. Daley, Jr. | |||||
| Title: |
Executive Vice President, Chief Financial Officer and Treasurer | |||||