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.