8-KRegulation FDExhibits & Filings

Ares Management Corp 8-K Report, Regulation FD Disclosure (Aug 13, 2015)

Filed August 13, 2015For Securities:ARESARES-PB

Summary

Ares Management, L.P. (Ares) filed this Form 8-K on August 13, 2015, to disclose material information regarding a planned senior notes offering. The proceeds from this offering are intended to partially fund the previously announced business combination and merger with Kayne Anderson Capital Advisors, L.P. (KACALP). This is a significant event for Ares as it involves a substantial acquisition, and the company is utilizing debt financing to support it. The filing also includes important financial information related to KACALP, including audited financial statements for fiscal years 2013-2014 and interim financials for Q1 2015, as well as risk factors associated with the transaction. Investors should pay close attention to the terms of the notes offering and the conditions precedent to the closing of the Kayne Anderson transaction. Notably, if the merger does not close by June 30, 2016, or if the merger agreement is terminated, Ares will be obligated to redeem all issued notes at a premium (101% of principal plus accrued interest). This redemption provision highlights the contingent nature of the funding and the importance of the transaction's successful completion for Ares' capital structure.

Key Highlights

  • 1Ares Management announced an upcoming senior notes offering to help finance its acquisition of Kayne Anderson Capital Advisors, L.P. (KACALP).
  • 2The merger agreement with Kayne Anderson was previously announced on July 23, 2015.
  • 3Proceeds from the notes offering are earmarked for partially funding the Kayne Anderson transaction.
  • 4A mandatory redemption of the notes at 101% of principal plus accrued interest will occur if the Kayne Anderson transaction does not close by June 30, 2016, or if the merger agreement is terminated.
  • 5The filing includes audited financial statements for KACALP for FY 2013-2014 and unaudited interim financials for Q1 2015.
  • 6Risk factors related to the transaction and the notes offering are disclosed, along with summary financial information for KACALP.

Frequently Asked Questions

The primary purpose of the senior notes offering is to raise capital to partially fund Ares Management's business combination and merger with Kayne Anderson Capital Advisors, L.P. (KACALP).

If the Kayne Anderson merger does not close on or before June 30, 2016, or if the merger agreement is terminated prior to that date, Ares Finance Co. II LLC will be required to redeem all of the notes at a redemption price equal to 101% of the principal amount of the notes plus accrued and unpaid interest.

The filing includes the audited consolidated financial statements of KACALP for the fiscal years ended December 31, 2014 and 2013, unaudited interim consolidated financial statements for the three months ended March 31, 2015, summary financial information, and related notes and auditor's reports.

Yes, the filing incorporates by reference certain risk factors related to the Transactions (the merger with Kayne Anderson) and the Notes Offering. These can include potential delays in regulatory approvals, integration challenges, changes in economic conditions, and competitive pressures.