What the changes say
- New borrowing could raise interest costs, dilute stockholders, or become more expensive if credit ratings fall.
- Several risks were removed, including AUM declines, tax examinations, and legal or regulatory proceedings involving Affiliates.
- Updates emphasize stock dilution, asset valuation volatility, regulatory-driven product changes, and potential misalignment with Affiliate management.
What changed since the prior 10-K
New
- NewRISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS
Any additional indebtedness could increase our vulnerability to general adverse economic and industry conditions and may require us to dedicate a greater portion of our cash flows from operations to payments on our indebtedness
Additional debt could increase interest expense, dilute stockholders, restrict cash available for operations, raise borrowing costs, or become unavailable on attractive terms.
Dropped
- DroppedRISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS
Our financial results could be adversely affected by any reduction in our assets under management, which could reduce the asset- and performance-based fees earned by our Affiliates
- DroppedRISKS RELATED TO OUR COMMON STOCK
Additionally, we have the right to settle certain Affiliate equity purchase obligations with shares of our common stock
Reduced assets under management lowering Affiliates’ asset- and performance-based fees.
- DroppedLEGAL AND REGULATORY RISKS
In addition, we and our Affiliates may be subject to tax examinations by certain federal, state, and foreign tax authorities
- DroppedLEGAL AND REGULATORY RISKS
We or our Affiliates may be involved in legal proceedings and regulatory matters from time to time, and we may be held responsible for liabilities incurred by certain of our Affiliates
Reworded
- 80% rewrittenRISKS RELATED TO OUR COMMON STOCK
The sale or issuance of substantial amounts of our common stock, or the expectation that such sales or issuances will occur, could adversely impact the price of our common stock
The risk now removes junior convertible trust preferred securities and adds Affiliate equity settlements, convertible securities, forward equity transactions, and explicit substantial dilution.
- 74% rewrittenLEGAL AND REGULATORY RISKS
Changes in tax laws or exposure to additional tax liabilities could have an adverse impact on our business, financial condition, and results of operations
The risk adds a reference to U.S. tax legislation, specifically an Act concerning reconciliation under Title II of the H. Con. Res.
- 58% rewrittenRISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS
We may need to raise additional capital in the future, and existing or future resources may not be available to us in sufficient amounts or on acceptable terms
The risk now adds potential period-to-period volatility from valuing certain acquisition, general partner, and seed-capital assets.
- 47% rewrittenRISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS
Our financial results depend on our Affiliates’ receipt of asset- and performance-based fees, and are impacted by investment performance, as well as changes in fee levels, product mix, and the relative levels of assets under management among our Affiliates
No substantive change; the risk continues to cover investment performance, fee levels, product mix, and Affiliate assets under management.
- 44% rewrittenRISKS RELATED TO OUR STRATEGY AND OUR STRUCTURED PARTNERSHIPS WITH AFFILIATES
We may reposition or divest our equity interests in our Affiliates, and we cannot be certain that any such repositioning or divestment will benefit us in the near- or long-term
The risk now adds regulatory considerations as a reason for repositioning Affiliates and warns of misalignment with Affiliate management.
- 37% rewrittenLEGAL AND REGULATORY RISKS
Our and our Affiliates’ businesses are highly regulated
The risk now says regulatory changes could force AMG or Affiliates to change or curtail operations or product offerings.
- 31% rewrittenRISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS
We have substantial intangibles on our balance sheet, and any impairment of our intangibles could adversely affect our financial condition and results of operations
Updated figures show 2025 assets of $9.2 billion, $4.2 billion of intangibles, and $2.9 billion of equity method investments.
- 30% rewrittenRISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS
If our or our Affiliates’ reputations are harmed, we could suffer losses in our business and financial results
Reputational harm now expressly includes failures by third-party service providers or counterparties to meet laws, contractual obligations, or instructions.
- 23% rewrittenLEGAL AND REGULATORY RISKS
Failure to maintain and properly safeguard an adequate technology infrastructure may limit our or our Affiliates’ growth, result in losses or disrupt our or our Affiliates’ businesses
- 21% rewrittenRISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS
The investment management industry is highly competitive
- 21% rewrittenRISKS RELATED TO OUR STRATEGY AND OUR STRUCTURED PARTNERSHIPS WITH AFFILIATES
We and our Affiliates rely on certain key personnel and cannot guarantee their continued service
All 23 risk factors
Headings as the filing states them, in filing order.
RISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS
- 01Our financial results depend on our Affiliates’ receipt of asset- and performance-based fees, and are impacted by investment performance, as well as changes in fee levels, product mix, and the relative levels of assets under management among our Affiliates47% rewritten
- 02If our or our Affiliates’ reputations are harmed, we could suffer losses in our business and financial results30% rewritten
- 03The investment management industry is highly competitive21% rewritten
- 04Investment management contracts are subject to termination on short notice
- 05We may need to raise additional capital in the future, and existing or future resources may not be available to us in sufficient amounts or on acceptable terms58% rewritten
- 06Any additional indebtedness could increase our vulnerability to general adverse economic and industry conditions and may require us to dedicate a greater portion of our cash flows from operations to payments on our indebtednessNew
- 07Our debt agreements impose certain covenants relating to the conduct of our business, including financial covenants under our revolver, any breach of which could result in the acceleration of the repayment of any amounts borrowed or outstanding thereunder
- 08We have substantial intangibles on our balance sheet, and any impairment of our intangibles could adversely affect our financial condition and results of operations31% rewritten
- 09Market risk management activities may adversely affect our liquidity and results of operations
RISKS RELATED TO OUR STRATEGY AND OUR STRUCTURED PARTNERSHIPS WITH AFFILIATES
- 10Our growth strategy depends in part upon our ability to identify and consummate investments in suitable independent investment firms
- 11Our growth strategy also includes selectively pursuing strategic partnerships, transactions, joint ventures, and initiatives, which could involve additional risks and uncertainties
- 12The form of our structured partnership interests in our Affiliates differs from Affiliate to Affiliate, and may change during the course of our investment
- 13We may reposition or divest our equity interests in our Affiliates, and we cannot be certain that any such repositioning or divestment will benefit us in the near- or long-term44% rewritten
- 14We and our Affiliates rely on certain key personnel and cannot guarantee their continued service21% rewritten
RISKS RELATED TO OUR COMMON STOCK
- 15Equity markets and our common stock have been volatile
- 16The sale or issuance of substantial amounts of our common stock, or the expectation that such sales or issuances will occur, could adversely impact the price of our common stock80% rewritten
- 17Provisions in our organizational documents, Delaware law, and other factors could delay or prevent a change in control of the Company, or adversely affect our financial results in periods prior to and following a change in control
- 18Any of the forgoing factors may inhibit a change in control in circumstances that could give our stockholders the opportunity to realize a premium over the market price of our common stock, or may result in negative impacts on our financial results in periods prior to and following a change in control
LEGAL AND REGULATORY RISKS
- 19Our and our Affiliates’ businesses are highly regulated37% rewritten
- 20Our and our Affiliates’ international operations are subject to foreign risks, including political, regulatory, economic, and currency risks
- 21Changes in tax laws or exposure to additional tax liabilities could have an adverse impact on our business, financial condition, and results of operations74% rewritten
- 22Our or our Affiliates’ controls and procedures and risk management policies may be inadequate, fail or be circumvented, and operational risk could adversely affect our or our Affiliates’ reputation and financial position
- 23Failure to maintain and properly safeguard an adequate technology infrastructure may limit our or our Affiliates’ growth, result in losses or disrupt our or our Affiliates’ businesses23% rewritten
Other Affiliated Managers Group 10-Ks
- FY2024 10-K risk factors26 risks
Fee revenue depends on Affiliates’ investment performance, fee levels, product mix, and assets under management.
Filed Feb 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.