8-KMaterial AgreementsFinancial EventsExhibits & Filings

Ares Management Corp 8-K Report, Material Agreement (Aug 18, 2015)

Filed August 18, 2015For Securities:ARESARES-PB

Summary

Ares Management, L.P. (ARES) announced a significant financing event via an 8-K filing on August 18, 2015. The company, through its indirect subsidiary Ares Finance Co. II LLC, issued $325 million in aggregate principal amount of 5.250% Senior Notes due 2025. These notes are guaranteed by various Ares subsidiaries and are intended to partially fund the previously announced business combination and merger agreement with Kayne Anderson Capital Advisors, L.P. The issuance of these senior notes represents a material financing activity for Ares Management, providing capital for strategic growth initiatives. Investors should note the fixed interest rate and maturity date, as well as the conditions under which the notes may be redeemed or repurchased, including provisions related to the closing of the Kayne Anderson transaction and potential change of control events.

Key Highlights

  • 1Ares Management, L.P. (ARES) subsidiary, Ares Finance Co. II LLC, issued $325 million in 5.250% Senior Notes due 2025.
  • 2The Notes are guaranteed by several indirect subsidiaries of Ares Management, L.P.
  • 3Proceeds from the Notes offering are earmarked to partially fund the company's business combination and merger with Kayne Anderson Capital Advisors, L.P. (KACALP).
  • 4The Notes bear a fixed interest rate of 5.250% per annum, payable semi-annually.
  • 5The Notes mature on September 1, 2025, unless earlier redeemed or repurchased.
  • 6Redemption provisions exist, including a make-whole provision before June 1, 2025, and a redemption at 100% of principal thereafter.
  • 7A change of control repurchase event triggers a repurchase price of 101% of the principal amount, and failure to close the Kayne Anderson transaction by June 30, 2016, requires redemption of all Notes at 101%.

Frequently Asked Questions

The primary purpose of the $325 million Senior Notes issuance is to partially fund the previously announced business combination and merger agreement between Ares Management and Kayne Anderson Capital Advisors, L.P. (KACALP).

The Senior Notes have an aggregate principal amount of $325 million, a fixed interest rate of 5.250% per annum, and mature on September 1, 2025. Interest is payable semiannually on March 1 and September 1. The notes are unsecured and unsubordinated obligations of the issuer and are fully and unconditionally guaranteed by several Ares subsidiaries.

If the merger with Kayne Anderson 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 plus accrued and unpaid interest.

Yes, the Notes may be redeemed by the issuer at a make-whole price prior to June 1, 2025. After June 1, 2025, redemption is at 100% of the principal amount. Additionally, a change of control repurchase event allows holders to demand repurchase at 101% of the principal amount.