UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18, 2019
ARES MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-36429 | 80-0962035 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2000 Avenue of the Stars, 12th Floor, Los Angeles, CA | 90067 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (310) 201-4100
(Former name or former address, if changed since last report) Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, par value $0.01 per share | ARES | New York Stock Exchange |
7.00% Series A Preferred Stock, par value $0.01 per share | ARES.PRA | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
CommonStockMember | Class A Common Stock |
Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On September 18, 2019, Ares Management Corporation (the “Company”), Ares Holdings L.P., Ares Offshore Holdings L.P., Ares Investments L.P., Ares Holdco LLC, AOF Holdco LLC and AI Holdco LLC entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co LLC and J.P. Morgan Securities LLC (the "Underwriters") pursuant to which the Company agreed to issue and sell 7,000,000 shares of the Class A common stock, $0.01 par value per share (the “Class A common stock”) of the Company and at the option of the Underwriters up to an additional 1,050,000 shares of Class A common stock (collectively, the “Offering”). The Offering is expected to close on September 20, 2019. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of Class A common stock or any securities convertible into or exercisable or exchangeable for Class A common stock for 60 days after September 18, 2019 without first obtaining the written consent of the Underwriters.
The Offering is being made pursuant to a shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on February 27, 2017 (Registration No. 333-216251), a base prospectus, dated February 27, 2017, included as part of the registration statement and a prospectus supplement, dated September 18, 2019 and filed with the Securities and Exchange Commission on September 20, 2019. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Forward-Looking Statements
This current report on 8-K contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by the Company’s use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties, and other factors which are, in some cases, beyond the Company’s control and could materially affect actual results, performance, or achievements. For a further description of such factors, you should read the Company’s filings with the Securities and Exchange Commission. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
1.1 | Underwriting Agreement, dated September 18, 2019, among Ares Management Corporation, Ares Holdings L.P., Ares Offshore Holdings L.P., Ares Investments L.P., Ares Holdco LLC, AOF Holdco LLC, AI Holdco LLC and Goldman Sachs & Co LLC and J.P. Morgan Securities LLC | |
5.1 | Opinion of Kirkland & Ellis LLP | |
23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1) | |
99.1 | Information Related to Item 14 of the Registration Statement on Form S-3 (Registration No. 333-216251) | |
101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARES MANAGEMENT CORPORATION | ||
Dated: September 20, 2019 | ||
By: | /s/ Michael R. McFerran | |
Name: | Michael R. McFerran | |
Title: | Executive Vice President, Chief Financial Officer & Chief Operating Officer |
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