Ares Management Corporation (NYSE: ARES) (“Ares” or the
“Company”) today announced the pricing of its previously announced
underwritten public offering (the “Offering”) of 27,000,000 shares
of Series B Mandatory Convertible Preferred Stock, par value $0.01
per share (“Mandatory Convertible Preferred Stock”), of the Company
at a public offering price of $50.00 per share of Mandatory
Convertible Preferred Stock. In addition, Ares has granted to the
underwriters of the Offering a 30-day option to purchase up to an
additional 3,000,000 shares of Mandatory Convertible Preferred
Stock at the public offering price, less underwriting discounts and
commissions, solely to cover over-allotments. The Offering is
expected to close on or about October 10, 2024, subject to
customary closing conditions.
Ares intends to use the net proceeds from the Offering for (i)
the payment of a portion of the cash consideration due in respect
of the Company’s previously announced 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 (the “GCP Acquisition”) and related fees, costs and
expenses and/or (ii) general corporate purposes, including
repayment of debt, other strategic acquisitions and growth
initiatives. Pending such use, Ares may invest the net proceeds in
short-term investments and/or repay borrowings under its
subsidiaries’ revolving credit facility.
The Mandatory Convertible Preferred Stock will accumulate
cumulative dividends at a rate per annum equal to 6.75% on the
liquidation preference thereof, which is $50 per share, payable
when, as and if declared by Ares’ board of directors, quarterly in
arrears on January 1, April 1, July 1 and October 1 of each year,
beginning on January 1, 2025 and ending on, and including, October
1, 2027. Unless previously converted or redeemed, each outstanding
share of Mandatory Convertible Preferred Stock will automatically
convert, for settlement on or about October 1, 2027, into between
0.2717 and 0.3260 shares of Ares’ Class A Common Stock, par value
$0.01 per share, subject to customary anti-dilution adjustments.
The preferred stockholders will have the right to convert all or
any portion of their shares of Mandatory Convertible Preferred
Stock at any time before the mandatory conversion settlement date.
Ares will have the right to redeem all, but not less than all, of
the Mandatory Convertible Preferred Stock if the GCP Acquisition
has not closed within a specified period of time.
Morgan Stanley & Co. LLC, Citigroup Global Markets Inc.,
Barclays Capital Inc., Goldman Sachs & Co. LLC, BofA
Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC and
Wells Fargo Securities, LLC are acting as joint book-running
managers for the offering. Ares Management Capital Markets LLC, BNY
Mellon Capital Markets, LLC, Deutsche Bank Securities Inc., MUFG
Securities Americas Inc., Truist Securities, Inc., RBC Capital
Markets, LLC, UBS Securities LLC, U.S. Bancorp Investments, Inc.,
Academy Securities, Inc., Loop Capital Markets LLC, R. Seelaus
& Co., LLC, Samuel A. Ramirez & Company, Inc. and Siebert
Williams Shank & Co., LLC are acting as co-managers for the
offering.
A registration statement on Form S-3 relating to these
securities has been filed with the Securities and Exchange
Commission (the “SEC”) and has become effective. The Offering may
be made only by means of a prospectus supplement and accompanying
prospectus. A copy of the final prospectus supplement and
accompanying prospectus related to the Offering can be obtained,
when available, for free by visiting the SEC’s website at
http://www.sec.gov or by contacting Morgan Stanley, 180 Varick
Street, 2nd Floor, New York, New York 10014, Attention: Prospectus
Department; or Citigroup Global Markets Inc., c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York
11717, or by email at batprospectusdept@citi.com, or by telephone:
(800) 831-9146.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor does it
constitute an offer, solicitation or sale of these securities in
any jurisdiction in which such offer, solicitation or sale is
unlawful. Nothing in this press release constitutes an offer to
sell or solicitation of an offer to buy any securities of Ares or
an investment fund managed by Ares or its affiliates.
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 June
30, 2024, Ares Management Corporation’s global platform had over
$447 billion of assets under management, with more than 2,950
employees operating across North America, Europe, Asia Pacific and
the Middle East.
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 our
beliefs, assumptions and expectations of our future performance,
taking into account all information currently available to us. Such
forward-looking statements are subject to various risks and
uncertainties, including our ability to consummate the Offering and
the GCP Acquisition and to effectively integrate GCP International
into our operations and to achieve the expected benefits therefrom,
and assumptions, including those relating to the GCP Acquisition,
the Offering and the intended use of proceeds, our 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, 2023,
including under the headings “Item 1A. Risk Factors” and “Item 7.
Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and in the Quarterly Report on Form 10-Q
filed with the SEC on August 7, 2024, including under the heading
“Item 2. 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 our other periodic filings. If one or more of
these or other risks or uncertainties materialize, or if our
underlying assumptions prove to be incorrect, our 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 the Company to predict those events or how they
may affect us. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20241008416993/en/
Investors: Greg Mason or Carl Drake
irares@aresmgmt.com +1-888-818-5298
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