Ares Management Corp Files 8-K for Material Definitive Agreement

TL;DR

Ares Management Corp just signed a big deal with a new financial obligation. Keep an eye on this.

AI Summary

On October 9, 2024, Ares Management Corporation entered into a material definitive agreement related to a direct financial obligation. The company, incorporated in Delaware, filed this 8-K report on October 11, 2024, detailing the event. The principal executive offices are located at 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067.

Why It Matters

This filing indicates Ares Management Corp has entered into a significant agreement that creates a direct financial obligation, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements, especially those involving financial obligations, can introduce financial risks and uncertainties for a company.

Key Players & Entities

• Ares Management Corporation (company) — Registrant
• October 9, 2024 (date) — Date of earliest event reported
• October 11, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of Incorporation
• 1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — tered Class A common stock, par value $0.01 per share ARES New York Stock Exchang
• $750,000,000 — ment Corporation (the "Company") issued $750,000,000 aggregate principal amount of its 5.600

Filing Documents

• tm2425002d12_8k.htm (8-K) — 36KB
• tm2425002d12_ex1-1.htm (EX-1.1) — 251KB
• tm2425002d12_ex4-2.htm (EX-4.2) — 258KB
• tm2425002d12_ex5-1.htm (EX-5.1) — 19KB
• tm2425002d12_ex5-1img001.jpg (GRAPHIC) — 4KB
• tm2425002d12_ex5-1img002.jpg (GRAPHIC) — 2KB
• 0001104659-24-108073.txt ( ) — 853KB
• ares-20241009.xsd (EX-101.SCH) — 3KB
• ares-20241009_lab.xml (EX-101.LAB) — 33KB
• ares-20241009_pre.xml (EX-101.PRE) — 22KB
• tm2425002d12_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On October 11, 2024, Ares Management Corporation (the "Company") issued $750,000,000 aggregate principal amount of its 5.600% Senior Notes due 2054 (the "Notes") pursuant to a previously announced underwritten public offering (the "Offering"). The Notes were issued pursuant to a base indenture, dated as of November 10, 2023 (the "Base Indenture"), between the Company and U.S. Bank Trust Company, National Association, as Trustee (the "Trustee"), as supplemented by the second supplemental indenture, dated as of October 11, 2024, among the Company, Ares Finance Co. LLC, a Delaware limited liability company ("AFC"), Ares Finance Co. II LLC, a Delaware limited liability company ("AFC II"), Ares Finance Co. III LLC, a Delaware limited liability company ("AFC III"), Ares Finance Co. IV LLC, a Delaware limited liability company ("AFC IV"), Ares Holdings L.P., a Delaware limited partnership ("Ares Holdings"), Ares Management LLC, a Delaware limited liability company ("Ares Management"), and Ares Investments Holdings LLC, a Delaware limited liability company (together with AFC, AFC II, AFC III, AFC IV, Ares Holdings, and Ares Management, the "Guarantors"), and the Trustee (the "Second Supplemental Indenture" and together with the Base Indenture, the "Indenture"). The Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (as amended, the "Registration Statement") (File Nos. 333-270053, 333-270053-01, 333-270053-02, 333-270053-03, 333-270053-04, 333-270053-05, 333-270053-06 and 333-270053-07), filed with the U.S. Securities and Exchange Commission (the "SEC") on February 27, 2023. The terms of the Offering are described in a prospectus, dated February 27, 2023, as supplemented by a prospectus supplement, dated October 9, 2024. The information contained in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The Notes bear interest at a rate of 5.600% per annum accruing from October 11, 2024. Interest is payable semi-annually in arrears on April 11 and October 11 of each year, commencing on April 11, 2025. The Notes will mature on October 11, 2054 unless earlier redeemed or repurchased. The Notes are unsecured and unsubordinated obligations of the Company. The Notes are fully and unconditionally guaranteed (the "Guarantees"), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors. The Indenture includes covenants, including limitations on the Company's and the Guarantors' ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate, sell, assign, transfer, lease or convey all or substantially all of their assets. The Indenture also provides for customary events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the principal amount of all Notes, together with any accrued and unpaid interest thereon, to be due and payable immediately upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically will become due and payable. On or after April 11, 2054, the Notes may be redeemed at the Company's option in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of any Notes being redeemed, plus in each case any accrued and unpaid interest to, but excluding, the date of re

01

Item 8.01 Other Events. The information set forth above under Item 1.01 and 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 8.01. Underwriting Agreement In connection with the issuance and sale of the Notes, the Company entered into an underwriting agreement, dated October 9, 2024 (the "Underwriting Agreement"), with Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein, relating to the Notes. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein. Opinion of Counsel The opinion of Kirkland & Ellis LLP, relating to the validity of the Notes, is filed as Exhibit 5.1 hereto and is incorporated by reference into the Registration Item9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated as of October 9, 2024 (the "Underwriting Agreement"), by and among the Company, the Guarantors and Morgan Stanley & Co. LLC and Citigroup Global Markets Inc., as representatives of the underwriters named therein. 4.1 Base Indenture, dated as of November 10, 2023, by and between Ares Management Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-36429) filed with the SEC on November 13, 2023). 4.2 Second Supplemental Indenture, dated as of October 11, 2024, by and among Ares Management Corporation, as the issuer, Ares Holdings L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC, Ares Finance Co. II LLC, Ares Finance Co. III LLC and Ares Finance Co. IV LLC, as the guarantors, and U.S. Bank Trust Company, National Association, as trustee. 4.3 Form of 5.600% Senior Notes due 2054 (included in Exhibit 4.2). 5.1 Opinion of Kirkland & Ellis LLP 23.1 Consent of Kirkland & Ellis LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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 11, 2024 By: /s/ Jarrod Phillips Name: Jarrod Phillips Title: Chief Financial Officer (Principal Financial and Accounting Officer)

View Full Filing

View this 8-K filing on SEC EDGAR