Ares Management Corp Files 8-K with Material Agreements

TL;DR

Ares Management Corp filed an 8-K on Oct 8, 2024, detailing material agreements and corporate changes.

AI Summary

On October 8, 2024, Ares Management Corporation entered into a material definitive agreement. The filing also indicates modifications to security holder rights and amendments to articles of incorporation or bylaws, alongside other events and financial statements.

Why It Matters

This 8-K filing signals significant corporate actions by Ares Management Corp, potentially impacting its structure, governance, and security holder rights.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce new risks or alter existing ones for the company and its investors.

Key Players & Entities

• Ares Management Corporation (company) — Registrant
• October 8, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 1800 Avenue of the Stars, Suite 1400 (address) — Business Address

FAQ

Key Financial Figures

• $0.01 — tered Class A Common Stock, par value $0.01 per share ARES New York Stock Exchang
• $1,500,000,000 — "Company") issued 30,000,000 shares, or $1,500,000,000 aggregate liquidation preference, of it
• $53.68 — oor price," which initially is equal to $53.68 per share and is subject to customary a

Filing Documents

• tm2425002d9_8k.htm (8-K) — 52KB
• tm2425002d9_ex1-1.htm (EX-1.1) — 294KB
• tm2425002d9_ex3-1.htm (EX-3.1) — 485KB
• tm2425002d9_ex5-1.htm (EX-5.1) — 15KB
• tm2425002d9_ex10-1.htm (EX-10.1) — 363KB
• tm2425002d9_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2425002d9_ex5-1img002.jpg (GRAPHIC) — 5KB
• tm2425002d9_ex3-1img001.jpg (GRAPHIC) — 7KB
• tm2425002d9_ex3-1img002.jpg (GRAPHIC) — 8KB
• tm2425002d9_ex3-1img003.jpg (GRAPHIC) — 8KB
• tm2425002d9_ex3-1img004.jpg (GRAPHIC) — 8KB
• tm2425002d9_ex3-1img005.jpg (GRAPHIC) — 8KB
• tm2425002d9_ex3-1img006.jpg (GRAPHIC) — 12KB
• 0001104659-24-107741.txt ( ) — 1685KB
• ares-20241008.xsd (EX-101.SCH) — 3KB
• ares-20241008_lab.xml (EX-101.LAB) — 33KB
• ares-20241008_pre.xml (EX-101.PRE) — 22KB
• tm2425002d9_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth below under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On October 10, 2024, Ares Management Corporation (the "Company") issued 30,000,000 shares, or $1,500,000,000 aggregate liquidation preference, of its new class of 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01 per share (the "Series B Mandatory Convertible Preferred Stock"), pursuant to a previously announced underwritten public offering (the "Offering"). The Company granted the underwriters of the Offering an option, which is exercisable within 30 days after October 8, 2024, to purchase up to an additional 3,000,000 shares of Series B Mandatory Convertible Preferred Stock solely to cover over-allotments. The Mandatory Convertible Preferred Stock issued on October 10, 2024 includes 3,000,000 shares of Mandatory Convertible Preferred Stock issued pursuant to the full exercise by the underwriters of such option. In connection with the issuance of Series B Mandatory Convertible Preferred Stock, the Company filed a Certificate of Designations (the "Certificate of Designations") with the Delaware Secretary of State on October 10, 2024, to establish the designations, powers, preferences and rights of the Series B Mandatory Convertible Preferred Stock and the qualifications, limitations and restrictions thereof. The Certificate of Designations became effective upon such filing. The Series B Mandatory Convertible Preferred Stock will rank senior to the Company's Class A common stock, $0.01 par value per share (the "Common Stock") and non-voting common stock, with respect to the payment of dividends and the distribution of assets upon the Company's liquidation, dissolution or winding up. If the Company liquidates, dissolves or winds up, whether voluntarily or involuntarily, then, subject to the rights of any of the Company's creditors or holders of any outstanding liquidation senior stock, the holders of the Series B Mandatory Convertible Preferred Stock will be entitled to receive payme

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 5.03.

01 Other Events

Item 8.01 Other Events. In connection with the Offering, on October 8, 2024, the Company, Ares Holdings L.P and Ares Holdco LLC entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC and Citigroup Global Market Inc. as the representatives of the underwriters (the "Underwriters"), pursuant to which the Company agreed to issue and sell 27,000,000 shares of Series B Mandatory Convertible Preferred Stock. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 3,000,000 shares of Series B Mandatory Convertible Preferred Stock, which the Underwriters exercised in full on October 9, 2024. The Offering closed on October 10, 2024. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock for 45 days after October 8, 2024 without first obtaining the written consent of Morgan Stanley & Co. LLC and Citigroup Global Markets Inc. The foregoing summary of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Offering was made pursuant to a shelf registration No. 333-270053), a base prospectus, dated February 27, 2023, included as part of the registration statement and a prospectus supplement, dated October 8, 2024 and filed with the SEC on October 9, 2024.

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 Offering and the GCP Acquisition and to effectively integrate the acquired business into the Company's operations and to achieve the expected benefits therefrom, and assumptions, including those relating to the GCP Acquisition, the Offering and the intended use of proceeds, 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 other

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 10, 2024 By: /s/ Jarrod Phillips Name: Jarrod Phillips Title: Chief Financial Officer (Principal Financial & Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR