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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)
October 4, 2024
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 |
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. ¨
Item 3.02 Unregistered Sale of Equity Securities.
On October 4, 2024,
Ares Management Corporation (“Ares” or the “Company”) agreed that in connection with the GCP Acquisition (as
defined below), at the closing of the GCP Acquisition (the “Closing”), the Company and Ares Holdings L.P., a subsidiary
of Ares (“Holdings” and with the Company and certain of its subsidiaries, collectively, “Buyer”), will
deliver shares of the Company’s Class A common stock, par value $0.01 per share (“Class A common
stock”), and restricted units (“RSUs”), to the sellers of GCP International
(as defined below) with an aggregate value of approximately $1.9 billion, based on a volume weighted average price per share
of the Class A common stock calculated as of two business days prior to the date of the Transaction Agreement (as defined
below), subject to certain adjustments. Each RSU represents the right to receive one share of Class A common stock upon
vesting. In addition, the GCP Acquisition includes an earn-out provision of up to $1.5 billion measured through the end of 2027
(subject to a potential six-month extension). The Company may elect to pay up to 85% of such earn-out in shares of Class A common stock at its option, based on a volume weighted average price per share of Class A common stock at the time
that the earn-out is payable, subject to certain adjustments. Such earn-out will be payable upon the achievement of financial
targets associated with growth in Japan and data center businesses. The shares of Class A common stock of the Company and RSUs
to be issued at the Closing are expected to represent approximately 6% of the outstanding total number of shares of Class A
common stock as of September 30, 2024.
The Company’s 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 October 4, 2024,
Buyer entered into a definitive agreement (the “Transaction Agreement”) to acquire 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”). The total initial consideration for the GCP Acquisition is approximately $3.7 billion, comprised of
approximately $1.8 billion of cash consideration and approximately $1.9 billion of equity consideration, in each case subject to
certain adjustments. The sellers are also eligible for the earn-out consideration as described above. The agreement relating to the
GCP Acquisition contains customary representations, warranties and agreements by the parties
and termination provisions. The GCP Acquisition is subject to customary regulatory approvals and other closing conditions and
is expected to close in the first half of 2025.
On
October 4, 2024, the Company and Holdings entered into a bridge facility commitment letter pursuant to which Morgan Stanley Senior
Funding, Inc. and Citigroup Global Markets Inc. committed to provide a $2.0 billion 364-day senior unsecured bridge loan facility,
subject to customary conditions (the “Bridge Facility”). The Company expects to finance the cash portion of the GCP Acquisition
consideration to be paid by Buyer with a combination of cash on hand and other equity or debt financing, which may include equity or debt
securities issued in one or more capital markets transactions, subject to market conditions and other factors, and, only to the extent
necessary, borrowings under the Bridge Facility.
On October 8, 2024, the
Company issued a press release announcing the GCP Acquisition. The text of the press release is included as Exhibit 99.1 to this
Form 8-K.
On October 8, 2024, the
Company issued an investor presentation discussing the GCP Acquisition. The materials used in connection with such presentation have been
posted on the Company’s website under the heading “Ares Management Corporation to Acquire GCP International,” posted
on October 8, 2024 to www.ir.aresmgmt.com. 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 8.01 Other Events.
The disclosure set forth in
the first paragraph of Item 7.01 of this Form 8-K is incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K
contains 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 the Company’s beliefs, assumptions and expectations of the Company’s future performance,
taking into account all information currently available to the Company. Such forward-looking statements are subject to various risks and
uncertainties, including the Company’s ability to consummate the GCP Acquisition and to effectively integrate GCP International
into the Company’s operations and to achieve the expected benefits therefrom, the Company’s plans to finance
the cash portion of the GCP Acquisition, and assumptions including those relating to the GCP Acquisition, the Company’s 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 the Company’s
other periodic filings. If one or more of these or other risks or uncertainties materialize, or if the Company’s underlying assumptions
prove to be incorrect, the Company’s 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 the
Company. 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. The Company 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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: October 8, 2024 |
|
| |
|
| |
By: |
/s/ Jarrod Phillips |
| |
Name: |
Jarrod Phillips |
| |
Title: |
Chief Financial Officer |
| |
|
(Principal Financial & Accounting Officer) |
Exhibit 99.1
Ares Management Corporation to Acquire GCP International
Strategic Acquisition Cements Ares as a Leading
Global Real Estate Alternative Asset Manager, With Approximately $96 Billion in Real Estate Assets Under Management
Adds Complementary Investment, Development and
Operating Capabilities in Key New Economy Sectors and Regions in Industrial Real Estate and Digital Infrastructure
Transaction Structured for Leadership Continuity
and Alignment with Fund Clients and Ares Stockholders; Substantial Majority of Total Consideration to GCP International Management and
Employees to be Paid in Ares Stock and Subject to Long-Term Retention Mechanisms
NEW
YORK — October 8, 2024 — Ares Management Corporation (NYSE: ARES) (“Ares”) announced today that
it has entered into a definitive agreement to acquire 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,
in a transaction valued at $3.7 billion. The consideration includes approximately $1.8 billion in cash and approximately $1.9 billion
in Ares Class A Common Shares, subject to customary adjustments. The transaction is structured to include long-term performance incentives
designed to align GCP International leadership with the interests of fund clients and Ares stockholders. The acquisition will firmly
establish Ares Real Estate as one of the largest global vertically integrated platforms and nearly doubles its assets under management
(“AUM”) to approximately $96 billion across North America, Europe, Asia and Latin America. The transaction is expected to
be modestly accretive to Ares’ after-tax realized income per share of Class A and non-voting common stock in the first full
calendar year following the acquisition with meaningfully higher accretion expected in future years.
GCP International is a global alternative
asset management firm with $44 billion of AUM, as of June 30, 2024, and a long history of building scaled platforms oriented to
new economy sectors that benefit from attractive, long-term secular trends, such as industrial, digital infrastructure and
self-storage. GCP International has differentiated itself over time through its vertically integrated platforms with significant
local presence in major geographies, including Japan, Europe and the U.S. It has established itself as one of the leading industrial
platforms in emerging economies, such as Brazil and Vietnam. GCP International is also gaining a reputation as a leading player in
global data center investing and operations with several large hyperscale development projects in process, representing over 1GW of
IT capacity in key markets across London, Tokyo, Osaka and São Paulo, and has a substantial pipeline for future growth. GCP
International manages 23 funds supported by an established blue-chip institutional investor base and experienced investment,
management and property development professionals managing over 320 million square feet of industrial properties, as of
June 30, 2024.
Ares and GCP International believe that the approximately
$2 trillion industrial real estate sector continues to exhibit strong and resilient fundamentals across market cycles, accelerated by
long-term demand tailwinds, including the growth of e-commerce, and that it is well positioned to continue to benefit from both institutional
and retail investor demand. Similarly, data center demand from both hyperscale and enterprise customers continues to accelerate with capital
expenditure expected to materially exceed $1 trillion over the next three years, buoyed by global secular trends driven by the increase in data and compute needs, cloud migration, data
security and most recently artificial intelligence.
The transaction demonstrates Ares’
continued ability to thoughtfully grow its capabilities and offerings to its clients, focusing on expanding its presence in key
geographies and in sectors that are well positioned to benefit from attractive long-term structural trends. GCP International adds
scale and capabilities in attractive Asia markets, through one of the largest industrial platforms in Japan with nearly $20 billion
of AUM, as of June 30, 2024, including one of the largest publicly listed Japan Real Estate Investment Trusts (JREIT) and a
second scaled institutional perpetual vehicle managed by GCP International. Similarly, GCP International’s industrial
businesses in Europe and the U.S. have long track records of success, and the combination, once completed, is estimated to create a
top three owner and operator of industrial assets globally.
“We have long admired the global real estate
experience of GCP and its capabilities in facilitating the economy of the future, which includes investing in and managing industrial,
data center and self-storage assets,” said Michael Arougheti, Chief Executive Officer and President of Ares. “As a combined
business, we believe that Ares’ and GCP International’s experienced management teams, highly collaborative cultures and investment
track records will create a powerhouse in global real assets investing.”
“We have great respect for the business
that the GCP International leadership team has built, and we believe that there are attractive strategic synergies between our firms,”
said Bill Benjamin and Julie Solomon, Co-Heads of Ares Real Estate. “Combining our platforms will further enhance our strong position
in the industry and bolster Ares as a global market leader in real estate with vertically integrated capabilities. We are excited for
the opportunities that we can pursue together with our expanded product suite, like-minded cultures and our ability to invest in assets
that facilitate the new economy.”
“We have strong conviction that combining
GCP International’s and Ares’ investment and operating capabilities, expansive networks and collaborative cultures will create
one of the world’s leading real assets investment management businesses,” said Ming Mei, Co-Founder and CEO of GCP and GLP.
“We are excited for the new opportunities the transaction will create for our current clients, and we look forward to continuing to
partner with teams across GCP International and Ares to drive success for the combined business.”
“We are thrilled to join Ares, a pioneer
and market leader in alternative investing,” said Michael Steele, President of GCP International. “Our commitment to long-term
business building and our ability to identify and focus on new economy sectors with large addressable markets and strong secular tailwinds
have enabled us to distinguish ourselves in the market and grow rapidly. In Ares, we have found a partner that shares our philosophy and
entrepreneurial culture. We look forward to integrating with the Ares team, and continuing to build upon our successful, long-term track
records and scale our combined platform for the benefit of all stakeholders.”
The transaction will follow a separation of
GCP International from GLP Capital Partners’ remaining business, which will remain independent and headquartered in Singapore
with a focus on investing in Greater China. Mr. Mei will serve as CEO of GLP and GCP’s remaining business, along with its
leadership team in China and a select number of other global executives. He will also continue to support GCP International’s
and Ares’ growth and success as an Ares Partner and Senior Advisor. Mr. Steele and GCP International’s leadership
teams responsible for managing and operating the funds in Japan, Europe, the U.S., Brazil and Vietnam will join Ares as part of the
transaction.
Mr. Mei added, “We are excited by the
growth that our Greater China business can achieve at a time when opportunities in the region are in abundance.”
The transaction is expected to close in the first
half of 2025 subject to customary regulatory approvals and other closing conditions. Ares has secured fully committed bridge financing
from Morgan Stanley Senior Funding, Inc. and Citigroup Global Markets Inc. in relation to the transaction.
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.
Conference Call and Webcast Information
Ares will
host a conference call on Tuesday, October 8, 2024 at 8:30 a.m. (Eastern Time) to discuss the transaction. A supplemental presentation
that illustrates the transaction is available on the Investor Resources section of Ares’ website at www.aresmgmt.com.
All interested
parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the Home page of
the Investor Resources section of our website at www.aresmgmt.com. Domestic callers can access the conference call by dialing
+1 (800) 225-9448. International callers can access the conference call by dialing +1 (203) 518-9708. All callers are asked to dial in
10-15 minutes prior to the call so that name and company information can be collected and to reference the conference ID ARES2024. For
interested parties, an archived replay of the call will be available through November 8, 2024 to domestic callers by dialing +1
(800) 839-5635 and to international callers by dialing +1 (402) 220-2561. An archived replay will also be available through November 8,
2024 on a webcast link located on the Home page of the Investor Resources section of our website.
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. For more information, please visit www.aresmgmt.com.
About GLP Capital Partners
GLP Capital
Partners (“GCP”) is a leading global alternative asset manager that focuses on thematic investing across real assets and
private equity. GCP has a strong history of leadership in high-growth Asian markets and a track record of success at scale in the US,
Europe and Brazil. GCP is the exclusive investment and asset manager of GLP Pte Ltd. To learn more about GCP, please visit www.gcp.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 consummate the
GCP Acquisition and to effectively integrate GCP International into Ares’ operations and to achieve the expected benefits therefrom,
and assumptions including those relating to the GCP Acquisition, 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, 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 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 the Company 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
Ares Management
Media:
Brittany Cash, +1-212-301-0347
Priscila Roney, +1-212-808-1185
media@aresmgmt.com
Investors:
Greg Mason,
Carl Drake, +1-888-818-5298
irares@aresmgmt.com
GLP Capital Partners
Jonathan Gasthalter, Mark Semer, +1-212-257-4170
gcp@gasthalter.com
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Ares Management (NYSE:ARES)
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