8-KSecurities & Listing

Ares Management Corp 8-K Report, Unregistered Securities Sale (Jan 24, 2020)

Filed January 24, 2020For Securities:ARESARES-PB

Summary

This 8-K filing from Ares Management Corporation details a significant transaction involving the indirect acquisition of a majority interest in SSG Capital Holdings Limited. The acquisition will be paid for through a combination of Ares' Class A common stock and cash. The approximate number of shares to be issued is between 7.7 million and 8.5 million, subject to a formula and potential adjustments. This transaction, structured under Section 4(a)(2) of the Securities Act, signifies a strategic move by Ares to expand its holdings and potentially enhance its market position. Investors should note that the exact share count is contingent on closing conditions and adjustments, and the company has provided standard forward-looking statement disclosures outlining inherent risks and uncertainties.

Key Highlights

  • 1Ares Management Corporation (Company) subsidiary to acquire a majority interest in SSG Capital Holdings Limited (SSG).
  • 2The acquisition consideration includes a combination of Class A common stock and cash.
  • 3Approximately 7.7 to 8.5 million shares of common stock are expected to be issued to SSG equityholders, subject to a closing formula and adjustments.
  • 4The issuance of shares is being made under an exemption from registration, specifically Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.
  • 5The transaction is subject to customary closing conditions, including regulatory approvals.
  • 6The company has included forward-looking statements, warning of potential risks and uncertainties that could impact actual results.
  • 7Michael R. McFerran, EVP, CFO & COO, signed the filing on January 24, 2020.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose Ares Management Corporation's entry into a purchase agreement to indirectly acquire a majority interest in SSG Capital Holdings Limited. This involves the issuance of Ares' Class A common stock and cash.

The acquisition will be financed through a combination of Ares Management Corporation's Class A common stock and cash. The exact number of shares to be issued will be determined at closing based on a specific formula outlined in the purchase agreement, with potential adjustments.

Based on the formula in the purchase agreement and assuming no purchase price adjustment, the estimated number of Class A common shares to be issued to SSG equityholders is between approximately 7.7 million and 8.5 million. The final number may vary.

Yes, Ares Management Corporation has included forward-looking statements that highlight potential risks and uncertainties. These include the possibility that regulatory approvals and closing conditions may not be met, delays in closing, difficulties in integration, purchase price adjustments, unexpected costs, and broader economic or regulatory changes, any of which could materially affect actual results.