Invesco Secures $1.5 Billion Term Loan to Finance Preferred Share Repurchase

Invesco Ltd. entered into a material definitive agreement on October 23, 2026, with Massachusetts Mutual Life Insurance Company (MassMutual) to facilitate a significant financial transaction. The agreement includes a Preferred Share Repurchase Agreement and a new Credit Agreement.

On October 26, 2026, the closing date, Invesco Finance, Inc. (the Borrower) entered into a Credit Agreement with a syndicate of lenders, including Bank of America, N.A., as administrative agent. This agreement provides for an unsecured $1.5 billion 5-year term loan denominated in U.S. dollars. The loan was borrowed in full on the closing date to finance the repurchase of $1.5 billion of outstanding Preferred Stock held by MassMutual. Invesco Ltd. serves as the guarantor for the Borrower's obligations under the Term Loan Agreement.

The repurchase transaction involved a premium of 12.5% paid on the liquidation preference of $1,000 per share. MassMutual is a significant shareholder of Invesco, owning approximately 18.5% of the company's outstanding common shares. Following the repurchase, MassMutual will continue to own $1 billion of aggregate liquidation preference of Preferred Stock.

The Term Loan carries specific terms regarding repayment and interest. The loan requires amortization payments of 2.5% per quarter commencing on the third anniversary of the closing date, with the remaining balance due in full on October 26, 2031. The interest rate is based on either Term SOFR or a base rate, plus an applicable margin determined by the credit ratings of Invesco Ltd. or its indirect subsidiary, Invesco Finance PLC. Based on current ratings, the applicable margin for SOFR-based loans is 1.350%, and for base rate loans is 0.350%. The loan agreement includes customary restrictive covenants, including limits on liens, mergers, asset sales, and incurring indebtedness. Financial covenants require the Company to maintain a Debt/EBITDA ratio of not greater than 3.25:1.00 and an interest coverage ratio of not less than 4.00:1.00 on a quarterly basis.

In connection with the closing, Invesco and MassMutual also executed an Amendment to the Shareholder Agreement. This amendment revises the definition of "Governance Termination Date" by lowering the aggregate liquidation preference of Preferred Stock MassMutual is required to own for specific ownership tests from $2.0 billion to $1.0 billion.