8-KSecurities & ListingRegulation FDExhibits & Filings

Ares Management Corp 8-K Report, Unregistered Securities Sale (Mar 3, 2025)

Filed March 3, 2025For Securities:ARESARES-PB

Summary

Ares Management Corporation (ARES) announced the closing of its acquisition of the international business of GLP Capital Partners Limited and its affiliates, excluding Greater China operations (GCP International), on March 1, 2025. This significant transaction, referred to as the GCP Acquisition, was also accompanied by existing capital commitments to certain managed funds. As partial consideration for the acquisition, Ares will issue up to 10,464,654 shares of its Class A common stock and 2,098,332 restricted units (RSUs) to the service provider sellers of GCP International. These securities are being issued under Section 4(a)(2) of the Securities Act of 1933, indicating an unregistered sale of equity securities to sophisticated investors. The GCP Acquisition is expected to expand Ares' global footprint and diversify its offerings. The issuance of new shares will result in some dilution to existing shareholders, but it is a key component of funding this strategic move. Investors should monitor the integration of GCP International and its impact on Ares' future earnings and AUM growth. The company has provided a press release detailing this event, which is furnished as part of this filing.

Key Highlights

  • 1Ares Management Corp (ARES) has completed the acquisition of GCP International on March 1, 2025.
  • 2The acquisition includes GLP Capital Partners Limited's international business, excluding Greater China operations.
  • 3As consideration for the GCP Acquisition, Ares will issue up to approximately 10.5 million shares of Class A common stock and 2.1 million RSUs.
  • 4The equity issuance is considered an unregistered sale under Section 4(a)(2) of the Securities Act.
  • 5The transaction also involves existing capital commitments to certain managed funds.
  • 6A press release dated March 3, 2025, was issued to announce the closing of the GCP Acquisition.

Frequently Asked Questions

The GCP Acquisition refers to Ares Management Corporation's completed purchase of the international business of GLP Capital Partners Limited and its affiliates, with the exclusion of their Greater China operations. It also includes existing capital commitments to certain managed funds. This strategic move aims to expand Ares' global reach and capabilities.

A significant portion of the financing for the GCP Acquisition involves the issuance of Ares' Class A common stock and restricted units (RSUs) to the service provider sellers of GCP International. Specifically, up to 10,464,654 shares of Class A common stock and 2,098,332 RSUs will be issued. These shares are being issued in reliance on Section 4(a)(2) of the Securities Act of 1933.

Yes, the issuance of up to approximately 10.5 million new shares of Class A common stock and 2.1 million RSUs (which represent the right to receive shares) will lead to some dilution for existing Ares shareholders. This is a common consequence when a company uses its stock as currency for acquisitions.

The issuance of shares under Section 4(a)(2) of the Securities Act signifies that these securities are being sold directly to a limited number of sophisticated investors (the service provider sellers) without a public offering. This exemption is typically used in private transactions and means these shares are not initially registered with the SEC for public resale.