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Ares Management Corp 8-K Report, Material Agreement (Jul 9, 2019)

Filed July 9, 2019For Securities:ARESARES-PB

Summary

Ares Management Corp, through its indirect subsidiary Aspida Holdco, LLC, announced on July 9, 2019, the entry into a Stock Purchase Agreement to acquire all of the issued and outstanding capital stock of Pavonia Life Insurance Company of Michigan (PLICMI). The base purchase price for this acquisition is $75 million, subject to adjustments at closing for certain indebtedness, intercompany loan settlements, and other expenses. In conjunction with the agreement, Ares' subsidiary will also provide a $25 million loan to the seller, which will reduce the final purchase price. The acquisition of PLICMI, along with its subsidiary Global Bankers Insurance Group, LLC, is expected to close in the latter half of 2019. This transaction is contingent upon several closing conditions, including regulatory approvals, the entry of specific regulatory orders, and the financial solvency of the acquired companies. The strategic rationale behind this acquisition is not detailed in this 8-K, but it represents a significant new venture for Ares into the life insurance sector, funded by existing cash. The filing also notes the issuance of a press release concerning these transactions.

Key Highlights

  • 1Ares Management Corp (via Aspida Holdco, LLC) entered into an agreement to acquire Pavonia Life Insurance Company of Michigan (PLICMI).
  • 2The base purchase price for PLICMI is $75 million, subject to customary closing adjustments.
  • 3A $25 million loan will be provided to the seller, which will offset the purchase price.
  • 4The acquisition is expected to close in the second half of 2019, subject to regulatory approvals and other conditions.
  • 5Closing conditions include specific regulatory orders, financial solvency of the acquired entities, and a fairness opinion.
  • 6Ares Investments L.P., an indirect subsidiary, will fund the transaction with cash on hand.
  • 7The company issued a press release on July 9, 2019, announcing the transaction.

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