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Ares Management Corp – ‘8-K’ for 6/15/20

On:  Monday, 6/15/20, at 5:09pm ET   ·   For:  6/15/20   ·   Accession #:  1628280-20-9441   ·   File #:  1-36429

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/15/20  Ares Management Corp              8-K:1,2,9   6/15/20   14:1.2M                                   Workiva Inc Wde… FA01/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     42K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    359K 
 3: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    163K 
14: R1          Document And Entity Information                     HTML     54K 
13: XML         IDEA XML File -- Filing Summary                      XML     13K 
10: XML         XBRL Instance -- ares-20200615_htm                   XML     27K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 5: EX-101.CAL  XBRL Calculations -- ares-20200615_cal               XML      7K 
 6: EX-101.DEF  XBRL Definitions -- ares-20200615_def                XML     42K 
 7: EX-101.LAB  XBRL Labels -- ares-20200615_lab                     XML     86K 
 8: EX-101.PRE  XBRL Presentations -- ares-20200615_pre              XML     42K 
 4: EX-101.SCH  XBRL Schema -- ares-20200615                         XSD     12K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               14±    22K 
11: ZIP         XBRL Zipped Folder -- 0001628280-20-009441-xbrl      Zip    112K 


‘8-K’   —   Current Report


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 iX:   C:  C: 
  ares-20200615  
 i 0001176948 i false00011769482020-06-152020-06-150001176948us-gaap:CommonClassAMember2020-06-152020-06-150001176948us-gaap:SeriesAPreferredStockMember2020-06-152020-06-15

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________________________________________
 
FORM  i 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)  i June 15, 2020
 
 i ARES MANAGEMENT CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
 i Delaware  i 001-36429  i 80-0962035
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

 i 2000 Avenue of the Stars,  i 12th Floor,  i Los Angeles,  i CA  i 90067
(Address of principal executive office) (Zip Code)
( i 310 i 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):
 
 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i  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 classTrading Symbol(s)Name of each exchange on which registered
 i Class A common stock, par value $0.01 per share i ARES i New York Stock Exchange
 i 7.00% Series A Preferred Stock, par value $0.01 per share i ARES.PRA i 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  i 

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


1

Item 1.01 Entry into a Material Definitive Agreement.

The information required by this Item 1.01 is included in Item 2.03 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 15, 2020, Ares Finance Co. II LLC (the “Issuer”), an indirect subsidiary of Ares Management Corporation (the “Company”) and Ares Holdings L.P., Ares Investments L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC and Ares Offshore Holdings L.P., each indirect subsidiaries of the Company (collectively the “Guarantors”) entered into an indenture (the “Base Indenture”), as supplemented by that certain first supplemental indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) with U.S. Bank National Association, as trustee (the “Trustee”), relating to the issuance by the Issuer of $400,000,000 aggregate principal amount of its 3.250% Senior Notes due 2030 (the “Notes”).

The Notes bear interest at a rate of 3.250% per annum accruing from June 15, 2020. Interest is payable semiannually in arrears on June 15 and December 15 of each year, commencing on December 15, 2020. The Notes will mature on June 15, 2030 unless earlier redeemed or repurchased. The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes will be fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors. All or a portion of the Notes may be redeemed at the Issuer’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Notes provided, however, that if the Issuer redeems any Notes on or after March 15, 2030 (the date falling three months prior to their stated maturity), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes redeemed, in each case, plus accrued and unpaid interest, if any, to, but excluding the date of redemption. If a change of control repurchase event occurs, the Notes are subject to repurchase by the Issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Indenture also provides for customary events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically will become due and payable.

The preceding is a summary of the terms of the Indenture and the Notes, and is qualified in its entirety by reference to the Base Indenture attached hereto as Exhibit 4.1, the First Supplemental Indenture attached hereto as Exhibit 4.2 and the form of the Notes attached hereto as Exhibit 4.3, each of which is incorporated herein by reference as though they were fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(d)                               Exhibits:

Exhibit NumberDescription
Indenture dated as of June 15, 2020 among Ares Finance Co. II LLC, Ares Holdings L.P., Ares Investments L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC and Ares Offshore Holdings L.P. and U.S. Bank National Association, as trustee  
First Supplemental Indenture dated as of June 15, 2020 among Ares Finance Co. II LLC, Ares Holdings L.P., Ares Investments L.P., Ares Management LLC, Ares Investments Holdings LLC, Ares Finance Co. LLC and Ares Offshore Holdings L.P. and U.S. Bank National Association, as trustee  
Form of 3.250% Senior Note due 2030 (included in Exhibit 4.2 hereto) 
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document   


2

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: June 15, 2020   
    
  By:/s/ Michael R. McFerran
  Name:Michael R. McFerran
  Title:Chief Operating Officer & Chief Financial Officer



3

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
6/15/30
3/15/30
12/15/20
Filed on / For Period end:6/15/204
 List all Filings 


6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  Ares Management Corp.             10-K       12/31/23  117:31M                                    Workiva Inc Wde… FA01/FA
 2/24/23  Ares Management Corp.             10-K       12/31/22  113:35M                                    Workiva Inc Wde… FA01/FA
 2/28/22  Ares Management Corp.             10-K       12/31/21  120:35M                                    Workiva Inc Wde… FA01/FA
 2/25/21  Ares Management Corp.             10-K       12/31/20  113:31M                                    Workiva Inc Wde… FA01/FA
 8/14/20  Ares Management Corp.             S-8         8/14/20    3:281K                                   Workiva Inc Wde… FA01/FA
 8/07/20  Ares Management Corp.             10-Q        6/30/20   94:31M                                    Workiva Inc Wde… FA01/FA
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