Invesco Secures $1.5B Term Loan to Repurchase Series A Preferred Shares from MassMutual

Executive Summary

On October 23, 2026, Invesco Ltd. (NYSE: IVZ) entered into a definitive Preferred Share Repurchase Agreement with Massachusetts Mutual Life Insurance Company (MassMutual). Concurrently, on October 26, 2026, Invesco and its subsidiary, Invesco Finance, Inc., entered into a $1.5 billion unsecured 5-year Credit Agreement with a syndicate led by Bank of America, N.A., drawing the entire facility to fund the repurchase.

Key Transaction Highlights

1. Preferred Stock Repurchase Details:

   • Shares Repurchased: 1,500,000 shares ($1.5 billion aggregate liquidation preference) of 5.9% Fixed Rate Non-Cumulative Perpetual Series A Preference Shares.
   • Repurchase Price: $1,000 per share liquidation preference plus a 12.5% premium ($1,125 per share), totaling approximately $1.6875 billion.
   • Remaining Ownership: MassMutual continues to hold $1.0 billion in aggregate liquidation preference of Preferred Stock and approximately 18.5% of Invesco's outstanding common stock.

2. $1.5 Billion Credit Facility:

   • Maturity: October 26, 2031 (5 years).
   • Amortization: 2.5% per quarter beginning on the third anniversary of the closing date, with the balance due at maturity.
   • Pricing: Term SOFR + 1.350% or Base Rate + 0.350%, tied to credit ratings.
   • Expansion Feature: Borrower may request an increase in commitments up to an aggregate maximum of $2.0 billion.

3. Financial Covenants:

   • Leverage Ratio: Maximum Debt/EBITDA of 3.25:1.00 (with cash netting up to $600 million; step-up to 3.75:1.00 permitted for qualifying acquisitions >$500 million).
   • Interest Coverage: Minimum EBITDA to interest expense ratio of 4.00:1.00.

4. Governance Adjustments:

   • The parties executed an Amendment to the Shareholder Agreement lowering the threshold for MassMutual's ownership test under the "Governance Termination Date" from $2.0 billion to $1.0 billion in preferred liquidation preference, preserving MassMutual's governance standing post-repurchase.