(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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:
☒ 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)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Ticker Symbol
Name of each exchange on which registered
Ordinary Shares ($.001 par value)
BSIG
New York Stock Exchange
4.800%
Notes due 2026
BSIG 26
New York Stock Exchange
5.125% Notes due 2031
BSA
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 o
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
1.01
Entry into a Material Definitive Agreement.
As previously announced, the Board of Directors of BrightSphere Investment Group plc (the "Company") has decided to restructure the corporate group (collectively, the “BrightSphere Group”) to change the jurisdiction of incorporation of the holding company of the BrightSphere Group from the United Kingdom to Delaware (the “Redomestication”). The Company shall seek approval of the Redomestication from the Company’s shareholders at special court and general meetings of shareholders, expected to be held in the next few months. In connection therewith,
on May 17, 2019, the Company entered into a voting agreement with Paulson & Co. Inc. (the “Voting Agreement”). Paulson & Co. Inc. is the Company’s largest shareholder and owns approximately 21.8% of the Company’s outstanding shares on the date hereof. Pursuant to the Voting Agreement, Paulson & Co. Inc. has agreed to vote all of its ordinary shares in favor of the Redomestication and certain related items as further set forth in the Voting Agreement.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this form to be signed on its behalf by the undersigned, thereto duly authorized.
