Unregistered Sales of Equity Securities and Use of Proceeds.
−Removed: The following table sets out information regarding purchases of equity securities by the Company for the three months ended March 31, 2020 :
−Removed: Total number of shares purchased
−Removed: Average price paid per share
−Removed: Total number of shares purchased as part of publicly announced plans or programs
−Removed: Approximate dollar value that may yet be purchased under the plans or programs (1)
+Added: The following table sets out information regarding purchases of equity securities by the Company for the three months ended June 30, 2020:
+Added: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value that may yet be purchased under the plans or programs (1)
(in millions)
−Removed: January 1-31, 2020
−Removed: February 1-29, 2020
−Removed: March 1-31, 2020
+Added: April 1-30, 2020 1,905,700 $ 6.26 1,905,700 $ 247.5
+Added: May 1-31, 2020 532,000 7.65 532,000 243.5
+Added: June 1-30, 2020 — — — 243.5
+Added: Total 2,437,700 $ 6.56 2,437,700
(1) On February 3, 2016, our Board of Directors authorized a $150.0 million open market share repurchase program, which was approved by shareholders on March 15, 2016.
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This amendment was subsequently approved by our shareholders on June 19, 2018.
−Removed: We repurchased 3,230,262 shares of common stock under this program during the three months ended March 31, 2020 .
−Removed: As of March 31, 2020 , $259.4 million remained available to repurchase shares under the February 2016 program.
−Removed: Other Events.
−Removed: On May 8, the Company entered into an employment agreement with Christina Wiater, the Company’s principal financial officer and principal accounting officer (the “Wiater Employment Agreement”), pursuant to which Ms.
−Removed: Wiater’s compensation consists of an annual base salary of $425,000.
−Removed: Wiater will also be eligible to participate in certain Company-wide employee benefit programs, including the Company’s Profit Sharing and 401(k) Plan as well as health and welfare benefits.
−Removed: In addition, Ms.
−Removed: Wiater could receive a one-time payment of $850,000 upon the occurrence of certain extraordinary corporate events.
−Removed: In the event of a termination of Ms.
−Removed: Wiater’s employment by the Company without Cause (as defined in the Wiater Employment Agreement) or termination by Ms.
−Removed: Wiater for Good Reason (as defined in the Wiater Employment Agreement) (in either case a “Good Leaver Termination”), Ms.
−Removed: Wiater would be entitled to receive (a) separation payments equal to twelve (12) months of Ms.
−Removed: Wiater’s salary, (b) continuation of health benefits for twelve (12) months and (c) accelerated vesting of any equity awards.
−Removed: Any compensation paid to Ms.
−Removed: Wiater will be subject to the Claw-Back Policy adopted by the Board, as in effect from time-to-time.
−Removed: The Employment Agreement contains customary restrictive covenants, including, non-disclosure, non-disparagement, non-interference, non-competition and a twelve (12) month non-solicitation covenant.
−Removed: The description of the Wiater Employment Agreement included in this 10-Q is qualified by reference to Exhibit 10.13 filed with this Form 10-Q, which such Wiater Employment Agreement is incorporated into this description.
−Removed: Scheme of Arrangement, dated June 3, 2019, between BrightSphere Investment Group plc and the shareholders of BrightSphere Investment Group plc, incorporated by reference to Appendix A to BrightSphere Investment Group plc’s Proxy Statement on Schedule 14A filed on June 3, 2019.
+Added: We repurchased 2,437,700 shares of common stock under this program during the three months ended June 30, 2020.
+Added: As of June 30, 2020, $243.5 million remained available to repurchase shares under the February 2016 program.
+Added: 2.1 Equity Purchase Agreement, dated as of July 26, 2020, by and among BrightSphere Intermediary (BHMS) LLC, BHMS Investment GP LLC, BHMS Investment Holdings LP, Barrow, Hanley, Mewhinney & Strauss, LLC., Perpetual US Holding Company, Inc., and, solely with respect to Section 11.16 thereof, Perpetual Limited, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 27, 2020.
3.1 Amended and Restated Certificate of Incorporation of BrightSphere Investment Group Inc., adopted as of July 12, 2019, incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K12B filed on July 15, 2019.
3.2 Amended and Restated Bylaws of BrightSphere Investment Group Inc., adopted as of July 12, 2019, incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K12B filed on July 15, 2019.
−Removed: Specimen Common Stock Certificate of BrightSphere Investment Group Inc., incorporated herein by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q filed on August 9, 2019.
−Removed: Third Supplemental Indenture, dated as of July 11, 2019, among BrightSphere Investment Group plc, as Original Issuer, BrightSphere Investment Group Inc., as Successor Company, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator, incorporated herein by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q filed on August 9, 2019.
−Removed: Fourth Supplemental Indenture, dated as of July 11, 2019, among BrightSphere Investment Group plc, as Original Issuer, BrightSphere Investment Group Inc., as Successor Company, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator, incorporated herein by reference to Exhibit 4.9 to the Quarterly Report on Form 10-Q filed on August 9, 2019.
−Removed: BrightSphere Investment Group Inc.
−Removed: Equity Incentive Plan, incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K12B filed on July 15, 2019.
−Removed: Form of Indemnity Agreement, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K12B filed on July 15, 2019.
−Removed: BrightSphere Investment Group Inc.
−Removed: Non-Employee Directors’ Equity Incentive Plan, incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K12B filed on July 15, 2019.
−Removed: Revolving Credit Agreement, dated October 15, 2014, as amended and restated as of July 11, 2019, by and among BrightSphere Investment Group Inc., certain lenders, and Citibank N.A., as administrative agent, with Citigroup Global Markets Inc.
−Removed: and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book runners and joint lead arrangers, incorporated herein by reference to Exhibit 10.20 to the Quarterly Report on Form 10-Q filed on August 9, 2019.
−Removed: Revolving Credit Agreement dated as of August 20, 2019, among BrightSphere Investment Group Inc., a Delaware corporation, the lenders from time to time party thereto and Citibank N.A., as administrative agent for such lenders, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 21, 2019.
−Removed: Form of Restricted Stock Unit Award Agreement for Non-Employee Directors.
−Removed: Form of Restricted Stock Unit Award Agreement for U.K.
−Removed: Form of Restricted Stock Unit Award Agreement for Employees.
−Removed: Form of Option Award Agreement.
10.1 Option Award Agreement, effective April 21, 2020 by and between BrightSphere Investment Group Inc.
−Removed: and Suren Rana.
+Added: and Suren Rana, incorporated herein by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q filed on May 11, 2020.
10.2 Amended and Restated Employment Agreement, dated April 15, 2020, by and between BrightSphere Inc.
−Removed: and Suren Rana.
−Removed: Form of Restricted Stock Award Agreement for Employees.
+Added: and Suren Rana, incorporated herein by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q filed on May 11, 2020.
10.3 Employment Agreement, dated May 8, 2020, by and between BrightSphere Inc.
−Removed: and Christina Wiater.
+Added: and Christina Wiater, incorporated herein by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q filed on May 11, 2020.
31.1* Certification of the Company’s principal executive officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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101* Interactive data files pursuant to Rule 405 of Regulation S-T:
−Removed: (i) the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019, (ii) the Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019, (iv) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2020 and 2019, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019, and (vi) the Notes to Financial Statements.
+Added: (i) the Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019, (ii) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2020 and 2019, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019, (iv) the Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2020 and 2019, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019, and (vi) the Notes to Financial Statements.
104* The cover page of this Quarterly Report on Form 10-Q, formatted in Inline eXtensible Business Reporting Language
3 unchanged sentences
BrightSphere Investment Group Inc.
+Added: August 10, 2020
/s/ Suren Rana
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.