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SUBSEQUENT EVENTS (Ares Holdings, Inc. and Ares Investments LLC)
3 Months Ended
Mar. 31, 2014
Ares Holdings, Inc. and Ares Investments LLC
 
SUBSEQUENT EVENTS

13. SUBSEQUENT EVENTS

        The Company has evaluated the possibility of subsequent events existing in the Company's financial statements through the date of issuance, and has determined that the following events require disclosure in the Company's financial statements.

        On April 4, 2014, the Company made a distribution from AI of $150.0 million, a portion of which related to previously undistributed earnings, to its members. On April 24, 2014, the Company made a distribution equal to 85.0% of pre-tax distributable earnings to its members in the aggregate amount of $46.0 million.

        On May 1, 2014, in connection with the initial public offering ("IPO") of common units representing limited partnership interests in Ares Management, L.P., Ares Holdings LLC, the immediate parent of AM LLC, was converted into a limited partnership, Ares Holdings L.P. ("Ares Holdings"), and Ares Investments LLC was converted into a limited partnership, Ares Investments L.P. ("Ares Investments"). In addition, Ares Domestic Holdings L.P. ("Ares Domestic"), Ares Offshore Holdings L.P. ("Ares Offshore") and Ares Real Estate Holdings L.P. ("Ares Real Estate") were formed. Ares Holdings, Ares Domestic, Ares Offshore, Ares Investments and Ares Real Estate are collectively referred to as the "Ares Operating Group." The Ares Operating Group holds:

  • in the case of Ares Holding, interests in the general partners, managing members and other management interests of the U.S. fee-generating and most of the non-U.S. fee generating business as well as certain investments;

    in the case of Ares Domestic, interests in certain U.S. investments that are fiscally transparent for U.S. federal income tax purposes;

    in the case of Ares Offshore, interests in the general partners of certain non-U.S. direct lending and tradable credit funds and certain other private equity and real estate funds;

    in the case of Ares Investments, interests in the general partners of certain U.S. and non-U.S. tradable credit funds, certain U.S. and non-U.S. private equity funds, certain real estate funds and other investment assets, in each case that are expected to produce primary interest, dividend income, capital gains and non-U.S. rental income; and

    in the case of Ares Real Estate, interests in the general partners of certain of the real estate funds and certain other real estate investments.

        Prior to the IPO, APMC was converted into a limited partnership and renamed Ares Owners Holding L.P. In exchange for its interest in the Ares Management, L.P., prior to the consummation of the initial public offering, Ares Owners Holdings L.P. transferred to the Ares Management, L.P. its interests in each of AHI, Ares Domestic Holdings Inc., Ares Offshore Holdings, Ltd., Ares Real Estate Holdings LLC and a portion of its interest in Ares Investments. Similarly, the Abu Dhabi Investment Authority contributed its direct interest in AHI to its affiliate, AREC Holdings Ltd., a Cayman Islands exempted company ("AREC"), and subsequently, in exchange for its interest in the Ares Management, L.P., AREC transferred to Ares Management, L.P. its interest in each of AHI, Ares Domestic, Ares Offshore, Ares Investments and Ares Real Estate. As a result of the foregoing, Ares Owners Holdings L.P. holds 34,540,079 common units in Ares Management, L.P. and AREC holds 34,538,155 common units in Ares Management, L.P.. Following the foregoing exchanges, Ares Owners Holding L.P. retained a 59.21% direct interest, or 118,421,766 partnership units in each of the Ares Operating Group entities (collectively, the "Ares Operating Group Units"), in each of the Ares Operating Group entities. AREC has no direct interest in the Ares Operating Group entities. An affiliate of Alleghany Corporation ("Alleghany") owns a 6.25% direct interest, or 12,500,000 Ares Operating Group Units, in each of the Ares Operating Group entities.

        On May 7, 2014, Ares Management, L.P. issued 11,363,636 common units in the IPO at $19.00 per common unit. In addition, on June 4, 2014, the Company issued an additional 225,794 common units at $19.00 per common unit pursuant to the partial exercise by the underwriters of their overallotment option. Total proceeds from the IPO, including from the partial exercise by the underwriters of their overallotment option, net of underwriting discounts, were $209.2 million.

        Following the IPO, Ares Management, L.P.is a holding partnership and, either directly or through direct subsidiaries, controls and holds equity interests in each of the Ares Operating Group entities, which in turn own the operating entities included in the historical combined and consolidated financial statements. Ares Management, L.P. conducts all of the material business activities through the Ares Operating Group entities. Ares Management, L.P., either directly or through direct subsidiaries, is the general partner of each of the Ares Operating Group entities. In addition, Ares Management, L.P. consolidates the financial results of the Ares Operating Group entities, their consolidated subsidiaries and certain Consolidated Funds. Following the IPO, Ares Management, L.P.'s senior professional owners hold their ownership interest in common units of Ares Management, L.P. and in the Ares Operating Group Units either directly or indirectly through Ares Owners Holding L.P. Ares Management, L.P. entered into an exchange agreement with the holders of Ares Operating Group units so that such holders, subject to any applicable transfer restrictions and other provisions, may up to four times each year from and after the second anniversary of the date of the closing of the IPO exchange their Ares Operating Group Units for common units in Ares Management, L.P. on a one-for-one basis (provided that Alleghany may exchange up to half of its Ares Operating Group Units from and after the first anniversary of the IPO). Following the consummation of the IPO, including the partial exercise by the underwriters of their overallotment option, assuming no exchange of Ares Operating Group Units for common units in Ares Management, L.P., Ares Owners Holdings L.P. holds a 42.82% direct interest in Ares Management, L.P., AREC holds a 42.82% direct interest in Ares Management, L.P. and the public holds a 14.37% direct interest in Ares Management, L.P.

        Following the consummation of the IPO, including the partial exercise by the underwriters of their overallotment option, Ares Owners Holdings L.P. holds a 72.29% direct and indirect interest in the Ares Operating Group, an affiliate of Alleghany holds a 5.91% direct interest in the Ares Operating Group, AREC holds a 16.32% indirect interest in the Ares Operating Group and the public holds 5.48% indirect interest in the Ares Operating Group.

        The diagram below (which omits certain wholly owned intermediate holding companies) depicts Ares Management, L.P.'s organizational structure following the IPO, including the partial exercise by the underwriters of their overallotment option. Entities are generally organized in the State of Delaware, except as otherwise indicated:

 

        Ares Management, L.P. used the net proceeds of the IPO to purchase newly issued Ares Operating Group Units concurrently with the consummation of the IPO, and to partially repay outstanding borrowing under its credit facility and for general corporate purposes and to fund growth initiatives. The Ares Operating Group reimbursed Ares Management, L.P. for all of the offering related expenses of the IPO, which were approximately $27.7 million except the underwriters' commissions.

        On May 7, 2014, the credit facility was amended and restated to provide for a $1.03 billion revolving credit facility. Under the amended credit facility, the Ares Operating Group entities replaced AM LLC and AIH LLC as borrowers. Consistent with the previous credit facility, interest rates are dependent upon corporate credit ratings. As of May 7, 2014, base rate loans bear interest calculated based on the base rate plus 0.75% and the LIBOR rate loans bear interest calculated based on LIBOR rate plus 1.75%. Unused commitment fees are payable at a rate of 0.25% per annum. The credit facility's maturity was extended to April 30, 2019. The Company repaid $163.3 million of outstanding balance under the credit facility from proceeds of the IPO on May 7, 2014.

        In June 2014, an affiliate of the Company completed the acquisition of 100% ownership in Keltic Financial Services LLC ("Keltic"), a commercial finance company headquartered in New York that provides asset based loans to small and middle market companies. In conjunction with the acquisition of Keltic, an affiliate of the Company also acquired substantially all of the assets of Keltic Financial Partners II, to which Keltic acts as the general partner.