8-KLeadership ChangesSecurities & ListingShareholder Matters+3

Ares Management Corp 8-K Report, Listing Notice (Nov 26, 2018)

Filed November 26, 2018For Securities:ARESARES-PB

Summary

Ares Management Corporation (ARES) has officially completed its conversion from a Delaware limited partnership (Ares Management, L.P.) to a Delaware corporation, effective November 26, 2018. This significant corporate restructuring means that common shares of the partnership have been exchanged for Class A common stock in the new corporation, while preferred shares have been converted to the corporation's preferred stock. The Class A common stock and Series A preferred stock will continue to trade on the NYSE under the existing ticker symbols 'ARES' and 'ARES.PRA', respectively, with the NYSE expected to file for delisting of the former partnership securities. This conversion aims to align Ares Management's corporate structure with that of a typical publicly traded corporation, potentially enhancing governance and investor rights.

Key Highlights

  • 1Ares Management, L.P. converted to Ares Management Corporation, a Delaware corporation, effective November 26, 2018.
  • 2Partnership common shares converted into Class A common stock of the corporation.
  • 3Partnership Series A Preferred Shares converted into Series A Preferred Stock of the corporation.
  • 4Trading of Class A Common Stock and Series A Preferred Stock commenced on the NYSE under the existing ticker symbols 'ARES' and 'ARES.PRA'.
  • 5The NYSE is expected to file a Form 25 to delist the former partnership common shares and Series A Preferred Shares.
  • 6The corporate structure change grants common stockholders voting rights on matters generally subject to a vote under Delaware law.
  • 7Ares Management Corporation is considered a 'controlled company' by NYSE standards due to specific voting arrangements for Class B and Class C common stock.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the completion of Ares Management's corporate conversion from a limited partnership (Ares Management, L.P.) to a Delaware corporation (Ares Management Corporation), which became effective on November 26, 2018.

Existing common shareholders of the partnership received an equivalent number of Class A common shares in the new corporation. Preferred shareholders received equivalent preferred stock in the corporation. Trading of the new corporate securities continues on the NYSE under the same ticker symbols.

The conversion shifts governance from a limited partnership structure to a corporate structure. Holders of Class A common stock now have voting rights on corporate matters, which was not generally the case for limited partners. However, the company qualifies as a 'controlled company' under NYSE rules due to specific voting structures involving Class B and Class C stock.

No, the filing indicates that the Class A Common Stock and Series A Preferred Stock of the new corporation will trade on the NYSE under the existing ticker symbols 'ARES' and 'ARES.PRA', respectively.