Invesco Ltd. filed a Form 8-K with the SEC on October 27, 2026, disclosing that on October 26, 2026, it completed a $1.5 billion repurchase of its 5.9% Fixed Rate Non-Cumulative Perpetual Series A Preference Shares held by Massachusetts Mutual Life Insurance Company, funded by a new unsecured $1.5 billion term loan.

Key Highlights

  • Preferred share repurchase completed: Invesco repurchased $1.5 billion of its 5.9% Fixed Rate Non-Cumulative Perpetual Series A Preference Shares from MassMutual on October 26, 2026.
  • 12.5% premium paid: A premium of 12.5% was paid to MassMutual on the liquidation preference of $1,000 per share.
  • $1.5 billion term loan closed: Invesco Finance, Inc. entered into an unsecured 5-year term loan with a syndicate of lenders, with Bank of America, N.A. as administrative agent, maturing October 26, 2031.
  • MassMutual retains significant stake: After the repurchase, MassMutual continues to own approximately 18.5% of Invesco's outstanding common shares and $1 billion of aggregate liquidation preference of Preferred Stock.
  • Shareholder agreement amended: The "Governance Termination Date" ownership threshold in the shareholder agreement was lowered from $2.0 billion to $1.0 billion of aggregate liquidation preference of Preferred Stock.
  • Loan can expand to $2.0 billion: Under certain conditions, the Borrower may elect to increase the Term Loan to an aggregate maximum principal amount of $2.0 billion, though lenders are not obligated to provide additional commitments.

Invesco Closes $1.5 Billion Term Loan to Fund MassMutual Preferred Share Buyback

According to the filing, Invesco Ltd. (NYSE:IVZ) entered into a Preferred Share Repurchase Agreement with Massachusetts Mutual Life Insurance Company on October 23, 2026. The repurchase was completed on October 26, 2026, with Invesco paying a 12.5% premium on the $1,000 per share liquidation preference to retire $1.5 billion of its outstanding 5.9% Fixed Rate Non-Cumulative Perpetual Series A Preference Shares held by MassMutual. Following the transaction, the filing disclosed, MassMutual continues to hold $1 billion of aggregate liquidation preference of Preferred Stock and approximately 18.5% of Invesco's outstanding common shares.

To fund the repurchase, the filing disclosed that Invesco Finance, Inc., an indirect subsidiary, entered into a Credit Agreement on October 26, 2026, with a lender syndicate including Bank of America, N.A. as administrative agent. The Term Loan is unsecured, denominated in U.S. dollars, and matures on October 26, 2031. The filing stated that amortization payments of 2.5% per quarter begin on the third anniversary of the closing date. Interest accrues at either Term SOFR or a specified base rate, plus an applicable margin; based on current credit ratings, the applicable margin for SOFR-based loans would be 1.350% and for base rate loans would be 0.350%, according to the filing.

The Term Loan Agreement includes financial covenants requiring Invesco 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, as the filing described. A netting provision allows debt to be reduced by up to $600 million based on freely distributable, unrestricted cash and equivalents. In connection with the repurchase closing, Invesco and MassMutual also amended their shareholder agreement, originally dated May 24, 2019, revising a key ownership threshold tied to governance rights.

What Was Disclosed

Invesco disclosed the completion of a $1.5 billion preferred share repurchase from MassMutual at a 12.5% premium, funded by a new unsecured five-year term loan, along with a related amendment to an existing shareholder agreement adjusting a governance-linked ownership threshold.