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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) March 1, 2025
ARES MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
Delaware | | 001-36429 | | 80-0962035 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
1800 Avenue of the Stars, Suite 1400, Los Angeles, CA 90067
(Address of principal executive office) (Zip Code)
(310) 201-4100
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 |
6.75% Series B mandatory convertible preferred stock, par value $0.01 per share | ARES.PRB | 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. o
Item 3.02 Unregistered Sale of Equity Securities.
In connection with the closing of the previously announced GCP Acquisition (as defined below) on March 1, 2025, Ares Management Corporation (“Ares” or the “Company”) will issue up to 10,464,654 shares of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”), and 2,098,332 restricted units (“RSUs”), to certain of the service provider sellers of GCP International (as defined below). Each RSU represents the right to receive one share of Class A common stock upon vesting. The Class A common stock will be issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, in partial consideration for the sellers’ equity interests in GCP International.
Item 7.01 Regulation FD Disclosure.
On March 3, 2025, the Company issued a press release announcing the closing of the acquisition of the international business of GLP Capital Partners Limited and certain of its affiliates, excluding its operations in Greater China (“GCP International”), and existing capital commitments to certain managed funds (such acquisition of GCP International and the capital commitments, the “GCP Acquisition”) by the Company and Ares Holdings L.P., a subsidiary of Ares. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| | | | | | | | |
Exhibit Number | | Description |
| | |
| | Press Release, dated March 3, 2025 |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 3, 2025 | | | |
| | | |
| | By: | /s/ Jarrod Phillips |
| | Name: | Jarrod Phillips |
| | Title: | Chief Financial Officer (Principal Financial & Accounting Officer) |
Ares Management Corporation Completes Acquisition of GCP International
Establishes Over $115 Billion Global Real Assets Platform With Enhanced Capabilities
Across New Economy Sectors and Attractive Geographies
NEW YORK — March 3, 2025 — Ares Management Corporation (NYSE: ARES) (“Ares”) announced today that it has completed its acquisition of the international business of GLP Capital Partners Limited, excluding its operations in Greater China, and certain of its affiliates (“GCP International”). With the addition of GCP International, Ares’ leading global alternative investment platform managed over $525 billion in assets, including more than $115 billion in its global Real Assets business, as of December 31, 2024.
The transaction adds important geographic exposure in Asia with a significant presence in Japan through one of the largest logistics platforms in the country, local logistics platforms in emerging economies such as Brazil and Vietnam and an expanded presence in Europe and the U.S. The addition of GCP International alongside the recently completed acquisition of Walton Street Mexico cements Ares as a top three global owner and operator of logistics assets with over 570 million square feet of logistics properties around the world. Further, the acquisition of GCP International has enhanced Ares’ capabilities in other high-conviction sectors, including digital infrastructure and self-storage. More broadly, Ares has reinforced its position as a leading global real estate investor, differentiated by its local investment approach and vertically integrated operating and development capabilities across sectors and regions.
In addition, Ares now operates a digital infrastructure business with several large hyperscale projects in process across key global markets that collectively represent over 1GW of IT capacity, including approximately 500MW in projects currently underway, as well as a substantial pipeline of future growth. These projects have attracted strong investor interest and, in combination with Ares’ existing climate, real estate and digital infrastructure capabilities, should enable Ares to achieve significant scale for this business.
Ares’ strong presence in logistics, digital infrastructure and traditional real estate sectors positions the platform as a leader in fast-growing new economy sectors. Ares believes the opportunities in these sectors will continue to be fueled by rising demand for new technologies, significant changes in global supply chains and evolving demographic trends that are transforming how communities live and work.
Ming Mei, currently CEO of GLP and GCP’s remaining business, will continue to support Ares’ growth initiatives as a Partner and Senior Advisor, and Michael Steele, most recently President at GCP International, has joined Ares as a Partner in its Real Assets Group. In addition, colleagues across GCP International’s global team have joined Ares Real Estate, which will continue to be led by Co-Heads Bill Benjamin and Julie Solomon.
“We are proud to welcome our new team members as we establish a powerhouse in the critical real asset sectors driving the new economy,” said Michael Arougheti, Chief Executive Officer of Ares. “Together, we have the scale, relationships and experience to benefit from the long-term secular tailwinds that are facilitating unprecedented growth in logistics, digital infrastructure and clean energy assets. We look forward to accelerating execution against our strategic objectives, including growing our global footprint and expanding across asset classes and institutional and retail investor offerings, to deliver an enhanced value proposition for our investors, stockholders and other market participants.”
“Over the last decade, we have aimed to solidify Ares Real Estate as a leading global investor through our skilled team, longstanding investor and sponsor relationships and performance across market cycles,” said Mr. Benjamin and Ms. Solomon. “As we start on this next chapter, the combination of our collaborative cultures, strong sector focus and deep local networks gives us conviction in the power of our platform. We are more excited than ever to be bringing together two top-tier firms and are confident that our integrated team’s breadth of experience and disciplined investment approach will fuel our ability to capitalize on attractive long-term structural trends in global real estate markets.”
Advisors
Eastdil Secured, L.L.C., Barclays, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC served as financial advisors to Ares, with Latham & Watkins acting as legal counsel. Citigroup, Morgan Stanley & Co. LLC, Greenhill, a Mizuho affiliate, UOB Group and Deutsche Bank served as financial advisors to GCP International and Kirkland & Ellis LLP served as legal counsel.
About Ares Management Corporation
Ares Management Corporation (NYSE: ARES) is a leading global alternative investment manager offering clients complementary primary and secondary investment solutions across the credit, real estate, private equity and infrastructure asset classes. We seek to provide flexible capital to support businesses and create value for our stakeholders and within our communities. By collaborating across our investment groups, we aim to generate consistent and attractive investment returns throughout market cycles. As of December 31, 2024, including the acquisition of GCP International which closed on March 1, 2025, Ares Management Corporation's global platform had over $525 billion of assets under management, with operations across North America, South America, Europe, Asia Pacific and the Middle East. For more information, please visit www.aresmgmt.com.
Forward-Looking Statements
Statements included herein contain forward-looking statements within the meaning of the federal securities laws. You can identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “foresees” or negative versions of those words, other comparable words or other statements that do not relate to historical or factual matters. The forward-looking statements are based on Ares’ beliefs, assumptions and expectations of Ares’ future performance, taking into account all information currently available to Ares. Such forward-looking statements are subject to various risks and uncertainties, including Ares’ ability to effectively integrate each of GCP International and Walton Street Mexico into Ares’ operations and to achieve the expected benefits therefrom, and assumptions including those relating to the acquisitions of GCP International and Walton Street Mexico, Ares’ operations, financial results, financial condition, business prospects, growth strategy and liquidity. Some of these factors are described in the Annual Report on Form 10-K for the year ended December 31, 2024, including under the headings “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These factors should not be construed as exhaustive and should be read in conjunction with the risk factors and other cautionary statements that are included in this report and in Ares’ other periodic filings. If one or more of these or other risks or uncertainties materialize, or if Ares’ underlying assumptions prove to be incorrect, Ares’ actual results may vary materially from those indicated in these forward-looking statements. New risks and uncertainties arise over time, and it is not possible for Ares to predict those events or how they may affect Ares. Therefore, you should not place undue reliance on these forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. Ares does not undertake any obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Contacts
Media:
Priscila Roney, +1 212-808-1185
media@aresmgmt.com
Investors:
Greg Mason, Carl Drake
irares@aresmgmt.com
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