0001193125-21-039990.txt : 20210212 0001193125-21-039990.hdr.sgml : 20210212 20210212075458 ACCESSION NUMBER: 0001193125-21-039990 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210212 DATE AS OF CHANGE: 20210212 GROUP MEMBERS: SUMITOMO MITSUI BANKING CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ares Management Corp CENTRAL INDEX KEY: 0001176948 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 954656677 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90773 FILM NUMBER: 21622820 BUSINESS ADDRESS: STREET 1: 2000 AVE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3102014100 MAIL ADDRESS: STREET 1: 2000 AVE OF THE STARS STREET 2: 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: ARES MANAGEMENT LP DATE OF NAME CHANGE: 20020701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SUMITOMO MITSUI FINANCIAL GROUP, INC. CENTRAL INDEX KEY: 0001022837 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] IRS NUMBER: 000000000 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1-2, MARUNOUCHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-0005 BUSINESS PHONE: 81-3-3282-8111 MAIL ADDRESS: STREET 1: 1-2, MARUNOUCHI 1-CHOME STREET 2: CHIYODA-KU CITY: TOKYO STATE: M0 ZIP: 100-0005 FORMER COMPANY: FORMER CONFORMED NAME: SUMITOMO MITSUI FINANCIAL GROUP/FI DATE OF NAME CHANGE: 20021226 FORMER COMPANY: FORMER CONFORMED NAME: SUMITOMO BANK LTD TOKYO /FI DATE OF NAME CHANGE: 19960913 SC 13G 1 d123191dsc13g.htm SCHEDULE 13G SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No.     )*

Under the Securities Exchange Act of 1934

 

 

Ares Management Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Titles of Class of Securities)

03990B 101

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 03990B 101

 

  1   

NAME OF REPORTING PERSON

 

Sumitomo Mitsui Banking Corporation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Japan

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

12,130,540 (1)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

12,130,540 (1)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,130,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.4%

12  

TYPE OF REPORTING PERSON

 

BK & FI

 

(1)   Sumitomo Mitsui Banking Corporation (“SMBC”) is a direct, wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc. (“SMFG”). SMBC holds directly 12,130,540 shares of Class A common stock of the Issuer. Accordingly, as the parent company of SMBC, SMFG may be deemed to share voting and dispositive power over the shares of Class A common stock of the Issuer held by SMBC.


CUSIP No. 03990B 101

 

  1   

NAME OF REPORTING PERSON

 

Sumitomo Mitsui Financial Group, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

    

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Japan

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

12,130,540 (1)

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

12,130,540 (1)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12,130,540

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  ☐

 

    

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

8.4%

12  

TYPE OF REPORTING PERSON

 

HG & FI

 

(1)   Sumitomo Mitsui Banking Corporation (“SMBC”) is a direct, wholly-owned subsidiary of Sumitomo Mitsui Financial Group, Inc. (“SMFG”). SMBC holds directly 12,130,540 shares of Class A common stock of the Issuer. Accordingly, as the parent company of SMBC, SMFG may be deemed to share voting and dispositive power over the shares of Class A common stock of the Issuer held by SMBC.


CUSIP No. 03990B 101

 

Item 1(a).

Name of Issuer:

Ares Management Corporation

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

2000 Avenue of the Stars, 12th Floor

Los Angeles, California 90067

 

Item 2(a).

Name of Person(s) Filing:

Sumitomo Mitsui Banking Corporation

Sumitomo Mitsui Financial Group, Inc.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

1-2, Marunouchi 1-Chome, Chiyoda-Ku, Tokyo 100-0005

 

Item 2(c).

Citizenship:

Sumitomo Mitsui Banking Corporation and Sumitomo Mitsui Financial Group, Inc. are organized under the laws of Japan.

 

Item 2(d).

Titles of Classes of Securities:

Class A Common Stock, par value $0.01 per share

 

Item 2(e).

CUSIP Number:

03990B 101

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)       An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)       A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)       A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)       Group, in accordance with §240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:                     


CUSIP No. 03990B 101

 

Item 4.

Ownership:

The information in Items 5 through 9 and Item 11 on the cover pages to this Schedule 13G is hereby incorporated by reference.

The percentage ownership reported herein is based on 143,831,710 shares of Class A Common Stock outstanding as of November 2, 2020, as disclosed in Areas Management Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020.

 

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group:

See Exhibit 1 attached hereto.

 

Item 9.

Notice of Dissolution of Group:

Not applicable.

 

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to a bank is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution. I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2021

 

SUMITOMO MITSUI BANKING CORPORATION
By:  

               /s/ Hirofumi Otsuka                         

  Name:   Hirofumi Otsuka                            
  Title:   Managing Executive Officer and General Manager, Planning Department Global Banking Unit
SUMITOMO MITSUI FINANCIAL GROUP, INC.
By:  

               /s/ Hirofumi Otsuka

  Name:   Hirofumi Otsuka                            
  Title:   Managing Executive Officer and General Manager, Planning Department Global Business Unit

[Signature Page to Schedule 13G]


EXHIBIT INDEX TO SCHEDULE 13G

 

Exhibit 1    Identification of Members of the Group
Exhibit 2    Joint Filing Agreement between Sumitomo Mitsui Banking Corporation and Sumitomo Mitsui Financial Group, Inc.
EX-99.1 2 d123191dex991.htm EXHIBIT 1 Exhibit 1

Exhibit 1

IDENTIFICATION OF MEMBERS OF THE GROUP

Sumitomo Mitsui Banking Corporation

Sumitomo Mitsui Financial Group, Inc.

EX-99.2 3 d123191dex992.htm EXHIBIT 2 Exhibit 2

Exhibit 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that only one statement containing the information required by Schedule 13G and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of shares of Class A Common Stock of Ares Management Corporation, and further agree that this Joint Filing Agreement be included as an exhibit to the Schedule 13G provided that, as contemplated by Section 13d-1(k)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: February 10, 2021

 

SUMITOMO MITSUI BANKING CORPORATION
By:  

               /s/ Hirofumi Otsuka                         

  Name:   Hirofumi Otsuka                                
  Title:   Managing Executive Officer and General Manager, Planning Department Global Banking Unit
SUMITOMO MITSUI FINANCIAL GROUP, INC.
By:  

               /s/ Hirofumi Otsuka

  Name:   Hirofumi Otsuka
  Title:   Managing Executive Officer and General Manager, Planning Department Global Business Unit

[Signature Page to Joint Filing Agreement]