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Ares Management Corp 8-K Report, Bylaw Amendment (Feb 22, 2021)

Filed February 22, 2021For Securities:ARESARES-PB

Summary

This Form 8-K filing by Ares Management Corporation (ARES) on February 22, 2021, primarily details a corporate restructuring involving an internal reorganization expected to be effective around April 1, 2021. The key action is the adoption of a Second Amended and Restated Certificate of Incorporation (New Charter) that will facilitate the merger of Ares Investments L.P. and Ares Offshore Holdings L.P. into Ares Holdings, L.P. This move is largely administrative, streamlining the corporate structure by removing references to the merging entities. The New Charter has been approved by a majority of the voting power of the Class A and Class C Common Stock. While this filing does not involve significant financial results or strategic shifts, investors should note the upcoming structural changes. The merger is expected to occur around April 1, 2021, and the New Charter will become effective upon filing with the Delaware Secretary of State. The company has also included standard forward-looking statement disclaimers, reminding investors of the inherent risks and uncertainties associated with such statements.

Key Highlights

  • 1Ares Management Corporation is implementing an internal reorganization and adopting a Second Amended and Restated Certificate of Incorporation (New Charter).
  • 2The reorganization involves the merger of Ares Investments L.P. and Ares Offshore Holdings L.P. into Ares Holdings, L.P.
  • 3The effective date for the reorganization and the New Charter is expected to be around April 1, 2021.
  • 4The New Charter primarily removes references to the merging entities and makes other immaterial changes.
  • 5The New Charter was approved by a written consent of stockholders representing a majority of the voting power of Class A and Class C Common Stock.
  • 6The filing includes standard forward-looking statement disclosures, cautioning investors about potential risks and uncertainties.
  • 7Exhibit 3.1 contains the full text of the Second Amended and Restated Certificate of Incorporation.

Frequently Asked Questions

The primary purpose of this filing is to inform investors about an upcoming internal reorganization and the adoption of a new Certificate of Incorporation for Ares Management Corporation. This reorganization involves merging certain subsidiary entities to streamline the corporate structure.

The internal reorganization and the effectiveness of the Second Amended and Restated Certificate of Incorporation are expected to occur on or about April 1, 2021.

Based on the information provided, this appears to be an administrative and structural change. It is not expected to directly impact the company's financial performance or its overall business strategy, as it primarily involves reorganizing existing entities.

Yes, the Second Amended and Restated Certificate of Incorporation was approved by the written consent of stockholders representing a majority of the voting power of the Class A and Class C Common Stock. No further votes are deemed necessary.