Document



	Filed Pursuant to Rule 433 Dated as of July 26, 2016 Registration Statement No. 333- 207781

OM Asset Management plc

$25,000,000 Reopening of 4.800% Notes due 2026



Issuer:	OM Asset Management plc (“Company”)
Security:	4.800% Notes due 2026
Offering Format:	SEC-registered
Trade Date:	July 26, 2016
Expected Settlement Date:	July 29, 2016 (T+3)
Principal Amount:	$25,000,000 aggregate principal amount of notes offered hereby will be part of the same series of notes as the $250,000,000 aggregate principal amount of 4.800% Senior Notes due 2026 issued and sold by the Company on July 25, 2016. Upon settlement, the notes will be fungible with and treated as a single series with these existing notes, and the aggregate principal amount of the existing notes and the notes offered hereby will be $275,000,000. The notes will have the same terms as the existing notes, other than initial issue price and issue date.
Maturity:	July 27, 2026
Interest Payment Dates:	January 27 and July 27, commencing January 27, 2017 (long first coupon)
Denominations:	$2,000 and increments of $1,000 (in excess thereof)
Optional Redemption:	Company may redeem all or a portion of the notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount or (2) the sum of the present values of the principal amount and the remaining scheduled payments of interest on the notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points, in each case, plus any accrued and unpaid interest to, but excluding, the redemption date.
Redemption for Tax Reasons:	Company may redeem the notes in whole, but not in part, at 100% of the principal amount, plus any accrued and unpaid interest to, but excluding, the redemption date if certain changes in the law of any relevant taxing jurisdiction become effective that would impose withholding taxes on the payments on the notes.
Benchmark Treasury:	1.625% due May 15, 2026



Benchmark Treasury Price / Yield:	100-15+; 1.571%
Spread to Benchmark Treasury:	T + 325 basis points
Re-Offer Yield:	4.821%
Coupon:	4.800%
Price to Public:	99.834% of the principal amount of the notes, plus accrued interest from July 25, 2016 equal to $13,333.33
Net Proceeds to Issuer (before expenses):	$24,796,000 (excluding accrued interest)
CUSIP / ISIN:	67110KAA9/US67110KAA97
Expected Ratings and Outlook*:	Moody’s: Baa2 (Stable) / S&P: BBB- (Stable)
Joint Book-Running Managers:	Citigroup Global Markets Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated RBC Capital Markets, LLC Wells Fargo Securities, LLC
Co-Managers:	BNY Mellon Capital Markets, LLC Credit Suisse Securities (USA) LLC Morgan Stanley & Co. LLC

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

In addition to the foregoing pricing information, the preliminary prospectus supplement dated July 20, 2016 (the “Preliminary Prospectus Supplement”) is hereby revised to add a new section entitled “Ratio of Earnings to Fixed Charges” following the section entitled “Use of Proceeds” which reads as follows:

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for the three months ended March 31, 2016 and 2015 and for the years ended December 31, 2015, 2014, 2013, 2012 and 2011 are as follows:

Three Months Ended

Years Ended

March 31,

December 31,

2016

2015

2014

2013

2012

2011

Ratio of earnings to fixed charges

96.5x

55.6x

72.8x

2.7x

1.8x

1.6x

These ratios include us and our consolidated subsidiaries. For purposes of calculating the ratio of earnings to fixed charges, earnings consist of pretax income less equity in earnings of unconsolidated affiliates, plus fixed charges and distributed earnings of unconsolidated affiliates. Fixed charges consist of gross interest expense.

The information in this pricing term sheet supplements the Preliminary Prospectus Supplement and updates and supersedes the information in the Preliminary Prospectus Supplement to the extent it is

inconsistent with the information in the Preliminary Prospectus Supplement. For more complete information about the offering, you should review the Preliminary Prospectus Supplement. Terms used and not defined herein have the meanings assigned in the Preliminary Prospectus Supplement.

The issuer has filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you may obtain copies from Citigroup Global Markets Inc. by contacting Citigroup Global Markets Inc., 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Broadridge Financial Solutions, or calling 1-800-831-9146 (toll-free), or Merrill Lynch, Pierce, Fenner & Smith Incorporated by calling or e-mailing Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322 or dg.prospectus_requests@baml.com.

This pricing term sheet does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another email system.