Ares Management Files 8-K on Equity Sales

TL;DR

Ares Management filed an 8-K on Oct 4th for unregistered equity sales & other events. Check financials.

AI Summary

On October 4, 2024, Ares Management Corporation filed an 8-K report detailing unregistered sales of equity securities and other events. The filing includes financial statements and exhibits, with the company's principal executive office located at 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067.

Why It Matters

This filing provides insight into Ares Management's equity transactions and regulatory disclosures, which could impact investor understanding of the company's financial activities.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate events and financial statements, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• Ares Management Corporation (company) — Registrant
• October 4, 2024 (date) — Date of earliest event reported
• 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067 (location) — Address of principal executive office

FAQ

Key Financial Figures

• $0.01 — tered Class A common stock, par value $0.01 per share ARES New York Stock Exchang
• $1.9 b — ith an aggregate value of approximately $1.9 billion, based on a volume weighted avera
• $1.5 billion — includes an earn-out provision of up to $1.5 billion measured through the end of 2027 (subje
• $3.7 b — or the GCP Acquisition is approximately $3.7 billion, comprised of approximately $1.8
• $1.8 billion — 3.7 billion, comprised of approximately $1.8 billion of cash consideration and approximately
• $1.9 billion — of cash consideration and approximately $1.9 billion of equity consideration, in each case s
• $2.0 billion — bal Markets Inc. committed to provide a $2.0 billion 364-day senior unsecured bridge loan fa

Filing Documents

• tm2425002d3_8k.htm (8-K) — 37KB
• tm2425002d3_ex99-1.htm (EX-99.1) — 22KB
• 0001104659-24-106822.txt ( ) — 240KB
• ares-20241004.xsd (EX-101.SCH) — 3KB
• ares-20241004_lab.xml (EX-101.LAB) — 33KB
• ares-20241004_pre.xml (EX-101.PRE) — 22KB
• tm2425002d3_8k_htm.xml (XML) — 4KB

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. On October 4, 2024, Ares Management Corporation ("Ares" or the "Company") agreed that in connection with the GCP Acquisition (as defined below), at the closing of the GCP Acquisition (the "Closing"), the Company and Ares Holdings L.P., a subsidiary of Ares ("Holdings" and with the Company and certain of its subsidiaries, collectively, "Buyer"), will deliver shares of the Company's Class A common stock, par value $0.01 per share ("Class A common stock"), and restricted units ("RSUs"), to the sellers of GCP International (as defined below) with an aggregate value of approximately $1.9 billion, based on a volume weighted average price per share of the Class A common stock calculated as of two business days prior to the date of the Transaction Agreement (as defined below), subject to certain adjustments. Each RSU represents the right to receive one share of Class A common stock upon vesting. In addition, the GCP Acquisition includes an earn-out provision of up to $1.5 billion measured through the end of 2027 (subject to a potential six-month extension). The Company may elect to pay up to 85% of such earn-out in shares of Class A common stock at its option, based on a volume weighted average price per share of Class A common stock at the time that the earn-out is payable, subject to certain adjustments. Such earn-out will be payable upon the achievement of financial targets associated with growth in Japan and data center businesses. The shares of Class A common stock of the Company and RSUs to be issued at the Closing are expected to represent approximately 6% of the outstanding total number of shares of Class A common stock as of September 30, 2024. The Company's Class A common stock will be issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, in partial consideration for the sellers' equity interests in GCP International.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 4, 2024, Buyer entered into a definitive agreement (the "Transaction Agreement") to acquire the international business of GLP Capital Partners Limited and certain of its affiliates, excluding its operations in Greater China ("GCP International"), and existing capital commitments to certain managed funds (such acquisition of GCP International and the capital commitments, the "GCP Acquisition"). The total initial consideration for the GCP Acquisition is approximately $3.7 billion, comprised of approximately $1.8 billion of cash consideration and approximately $1.9 billion of equity consideration, in each case subject to certain adjustments. The sellers are also eligible for the earn-out consideration as described above. The agreement relating to the GCP Acquisition contains customary representations, warranties and agreements by the parties and termination provisions . The GCP Acquisition is subject to customary regulatory approvals and other closing conditions and is expected to close in the first half of 2025. On October 4, 2024, the Company and Holdings entered into a bridge facility commitment letter pursuant to which Morgan Stanley Senior Funding, Inc. and Citigroup Global Markets Inc. committed to provide a $2.0 billion 364-day senior unsecured bridge loan facility, consideration to be paid by Buyer with a combination of cash on hand and other equity or debt financing, which may include equity or debt securities issued in one or more capital markets transactions, subject to market conditions and other factors, and, only to the extent necessary, borrowings under the Bridge Facility. On October 8, 2024, the Company issued a press release announcing the GCP Acquisition. The text of the press release is included as Exhibit 99.1 to this Form 8-K. 1 On October 8, 2024, the Company issued a

01 Other Events

Item 8.01 Other Events. The disclosure set forth in the first paragraph of Item 7.01 of this Form 8-K is incorporated by reference into this Item 8.01.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. You can identify these forward-looking statements by the use of forward-looking words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," "foresees" or negative versions of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements are based on the Company's beliefs, assumptions and expectations of the Company's future performance, taking into account all information currently available to the Company. Such forward-looking statements are subject to various risks and uncertainties, including the Company's ability to consummate the GCP Acquisition and to effectively integrate GCP International into the Company's operations and to achieve the expected benefits therefrom, the Company's plans to finance the cash portion of the GCP Acquisition, and assumptions including those relating to the GCP Acquisition, the Company's operations, financial results, financial condition, business prospects, growth strategy and liquidity. Some of these factors are described in the Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings "Item 1A. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and in the Quarterly Report on Form 10-Q filed with the SEC on August 7, 2024, including under the heading "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations." These factors should not be construed as exhaustive and should be read in conjunction with the risk factors and other cautionary statements that are included in this report and in the Company's other periodic filings. If one or more of these or oth

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 99.1 Press Release of Ares Management Corporation, dated October 8, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARES MANAGEMENT CORPORATION Dated: October 8, 2024 By: /s/ Jarrod Phillips Name: Jarrod Phillips Title: Chief Financial Officer (Principal Financial & Accounting Officer) 3

View Full Filing

View this 8-K filing on SEC EDGAR