EX-99.5 6 a18-40124_1ex99d5.htm EX-99.5

Exhibit 99.5

 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.  HAS AN INTEREST HEREIN.

 

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF INCORPORATION (AS DEFINED HEREIN).  IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

 


 

Certificate Number 1

Initial Number of Shares of Series A
Preferred Stock 12,400,000
CUSIP 03990B200
ISIN US03990B2007

 

ARES MANAGEMENT CORPORATION
7.00% SERIES A PREFERRED STOCK
(LIQUIDATION PREFERENCE AS SPECIFIED BELOW)

 

ARES MANAGEMENT CORPORATION, a Delaware corporation (the “Corporation”), hereby certifies that CEDE & CO. (the “Holder”), is the registered owner of the number shown on Schedule I hereto of fully paid and nonassessable shares of the Corporation’s designated 7.00% Series A Preferred Stock, with a Series A Liquidation Preference of $25.00 per share (the “Series A Preferred Stock”).  The shares of Series A Preferred Stock are transferable on the books and records of the Transfer Agent, in person or by a duly authorized attorney, upon compliance with the terms (including the restrictions on transfer and ownership) of the Certificate of Incorporation (as defined below) and surrender of this certificate duly endorsed and in proper form for transfer.  The designations, rights, privileges, restrictions, preferences and other terms and provisions of the shares of Series A Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Incorporation of the Corporation dated as of November 14, 2018 and effective as of the Effective Time (as defined therein), as the same may be amended from time to time (the “Certificate of Incorporation”).  Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Incorporation.  The Corporation will provide a copy of the Certificate of Incorporation to the Series A Holder without charge upon written request to the Corporation at its principal place of business.  In the case of any conflict between this Certificate and the Certificate of Incorporation, the provisions of the Certificate of Incorporation shall control and govern.

 

Reference is hereby made to the provisions of the Series A Preferred Stock set forth on the reverse hereof and in the Certificate of Incorporation, which provisions shall for all purposes have the same effect as if set forth at this place.

 

Upon receipt of this executed certificate, the Series A Holder is entitled to the benefits of the Certificate of Incorporation.

 

Unless the Transfer Agent has properly countersigned, these shares of Series A Preferred Stock shall not be entitled to any benefit under the Certificate of Incorporation or be valid or obligatory for any purpose.

 


 

IN WITNESS WHEREOF, this certificate has been executed this 26th of November, 2018.

 

 

 

ARES MANAGEMENT CORPORATION

 

 

 

 

By:

 

 

Name:

 

Title:

 


 

COUNTERSIGNATURE

 

These are shares of Series A Preferred Stock referred to in the within-mentioned Certificate of Incorporation.

 

Dated:  November 26, 2018

 

American Stock Transfer & Trust Company, LLC, as Transfer Agent

 

By:

 

 

Name:

 

Title:

 

 


 

REVERSE OF CERTIFICATE FOR SERIES A PREFERRED STOCK

 

Non-cumulative distributions on each share of Series A Preferred Stock shall be payable at the applicable rate provided in the Certificate of Incorporation.

 

The Corporation shall furnish without charge to each Series A Holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of capital stock and the qualifications, limitations or restrictions of such preferences and/or rights.

 


 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series A Preferred Stock evidenced hereby to:

 

 

(Insert assignee’s social security or taxpayer identification number, if any)

 

 

(Insert address and zip code of assignee)

 

and irrevocably appoints:

 

 

as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent.  The agent may substitute another to act for him or her.

 

Date:

 

 

Signature:

 

(Sign exactly as your name appears on the other side of this Certificate)

 

Signature Guarantee:

 

 

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

 

2


 

ARES MANAGEMENT CORPORATION
GLOBAL SERIES A PREFERRED STOCK CERTIFICATE
7.00% SERIES A PREFERRED STOCK

 

Certificate Number:

 

The number of shares of Series A Preferred Stock initially represented by this global Series A Preferred Stock Certificate shall be 12,400,000. Thereafter the Transfer Agent shall note changes in the number of shares of Series A Preferred Stock evidenced by this global Series A Preferred Stock Certificate in the table set forth below:

 

Date of
Exchange

 

Amount of
Decrease in
Number of Shares
Represented by
this Global Series
A Preferred Stock
Certificate

 

Amount of
Increase in
Number of
Shares
Represented by
this Global Series
A Preferred
Stock
Certificate

 

Number of Shares
Represented by
this Global Series
A Preferred Stock
Certificate
following Decrease
or Increase

 

Signature of
Authorized Officer
of Transfer Agent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3