XML 95 R20.htm IDEA: XBRL DOCUMENT v3.20.1
EQUITY
3 Months Ended
Mar. 31, 2020
Stockholders' Equity Note [Abstract]  
EQUITY EQUITY
Common Stock

The Company's common stock consists of Class A, Class B and Class C common stock, each $0.01 par value per share. The Class B common stock and Class C common stock are non-economic and holders are not entitled to dividends from the Company or to receive any assets of the Company in the event of any dissolution, liquidation or winding up of the Company. Ares Management GP LLC is the sole holder of the Class B common stock and Ares Voting LLC ("Ares Voting") is the sole holder of the Class C common stock.
In February 2019, the Company's board of directors authorized the repurchase of up to $150 million of shares of Class A common stock. Under this stock repurchase program, shares may be repurchased from time to time in open market purchases, privately negotiated transactions or otherwise, including in reliance on Rule 10b5-1 of the Securities Act. In February 2020, the board of directors approved the renewal of the program and reset the repurchase amount back to $150 million. The renewed program is scheduled to expire in March 2021. Repurchases under the program, if any, will depend on the prevailing market conditions and other factors. During the three months ended March 31, 2020 and 2019, the Company did not repurchase any shares as part of the stock repurchase program.
On March 31, 2020, the Company issued and sold 12,130,540 shares of newly issued Class A common stock in a private offering (the "Offering") to Sumitomo Mitsui Banking Corporation ("SMBC") in connection with a share purchase agreement. The Company received $383.8 million in gross proceeds and incurred approximately $0.5 million of expenses in connection with the Offering. The expenses have been recorded as a reduction in the proceeds received and are presented on a net basis together with contributions in additional paid-in-capital within the Condensed Consolidated Statements of Changes in Equity. In connection with the Offering, the Company approved the amendment of its certificate of incorporation to, among other things, establish a new series of non-voting common stock, par value $0.01 per share, that has the same economic rights as the Class A common stock. SMBC may exchange all or a portion of the Class A common stock for an equivalent amount of the newly established non-voting common stock pursuant to certain terms set forth in an investor rights agreement entered into between the Company and SMBC. To satisfy a condition related to the Offering, the Company also issued 115,199,620 shares of its Class C common stock to Ares Voting on March 30, 2020. The issuance of the Class C units did not change the aggregate voting power of Ares Voting and Ares Voting will continue to be entitled to the number of votes equal to the number of AOG Units held of record by each Ares Operating Group limited partner, other than the Company and its subsidiaries, that does not own a share of Class C common stock.
The following table presents the changes in each class of common stock:
Class A Common StockClass B Common StockClass C Common StockTotal
Balance - January 1, 2020115,242,028  1,000   115,243,029  
Issuance of stock12,130,540  —  115,199,620  127,330,160  
Exchanges of AOG Units1,376,422  —  —  1,376,422  
Stock option exercises, net of shares withheld for tax1,058,722  —  —  1,058,722  
Vesting of restricted stock awards, net of shares withheld for tax2,566,031  —  —  2,566,031  
Balance Outstanding - March 31, 2020132,373,743  1,000  115,199,621  247,574,364  

The following table presents each partner's AOG Units and corresponding ownership interest in each of the Ares Operating Group entities, as well as its daily average ownership of AOG Units in each of the Ares Operating Group entities:
Daily Average Ownership
As of March 31, 2020As of December 31, 2019Three months ended March 31,
AOG UnitsDirect Ownership InterestAOG UnitsDirect Ownership Interest20202019
Ares Management Corporation132,373,743  53.47 %115,242,028  49.70 %50.43 %46.80 %
Ares Owners Holding L.P.115,199,621  46.53 %116,641,833  50.30 %49.57 %53.20 %
Total247,573,364  100.00 %231,883,861  100.00 %
Preferred Stock
As of March 31, 2020 and December 31, 2019, the Company had 12,400,000 shares of the Series A Preferred Stock outstanding. When, as and if declared by the Company’s board of directors, dividends on the Series A Preferred Stock are payable quarterly at a rate per annum equal to 7.00%. The Series A Preferred Stock may be redeemed at the Company’s option, in whole or in part, at any time on or after June 30, 2021, at a price per share of $25.00.