BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

BUSINESS COMBINATIONS

3. BUSINESS COMBINATIONS

Acquisition of GCP International

On March 1, 2025, the Company completed the acquisition of the international business of GLP Capital Partners Limited and certain of its affiliates, excluding its operations in Greater China (“GCP International”), and existing capital commitments to certain managed funds (such acquisition of GCP International and the capital commitments, the “GCP Acquisition”). The GCP Acquisition adds complementary real estate and digital infrastructure investment capabilities and expands the Company’s geographic presence. The activities of GCP International are included within the Real Assets Group segment.

The acquisition date fair value of the consideration transferred totaled $3.9 billion, which consisted of the following:

Cash	$	1,787,814
Equity(1)	1,657,881
Contingent consideration(2)	465,080
Total	$	3,910,775

(1)9.5 million shares of Class A common stock, excluding 0.1 million shares held in escrow for future issuance, and 0.1 million Ares Operating Group Units (“AOG Units”) were issued in connection with the GCP Acquisition purchase consideration.

(2)See “Note 8. Commitments and Contingencies” for a further description of the contingent consideration from the GCP Acquisition.

The following is a summary of the fair values of assets acquired and liabilities assumed for the GCP Acquisition as of March 1, 2025, based upon third party valuations of certain intangible assets. The purchase price allocation is preliminary and subject to change during the measurement period, which may be up to one year from the acquisition date, as additional information is obtained about the facts and circumstances that existed at close of the GCP Acquisition. The fair value of assets acquired and liabilities assumed are estimated to be:

Cash	$	61,436
Other tangible assets	452,786
Intangible assets:
Management contracts	473,300
Client relationships	107,200
Finite-lived intangible assets	580,500
Indefinite-lived management contracts	749,600
Total intangible assets	1,330,100
Total identifiable assets acquired	1,844,322
Accounts payable, accrued expenses and other liabilities	203,969
Net identifiable assets acquired	1,640,353
Goodwill	2,270,422
Net assets acquired	$	3,910,775

Certain management contracts were determined to have indefinite useful lives at the time of the GCP Acquisition and are not subject to amortization. As of March 1, 2025, the remaining management contracts and client relationships had a weighted average amortization period of 5.8 years and 7.6 years, respectively.

As of March 1, 2025, the carrying value of goodwill associated with GCP Acquisition was $2.3 billion, of which $1.1 billion is deductible for tax purposes. The goodwill is entirely allocated to the Real Assets Group segment and is attributable primarily to expected synergies and the assembled workforce of GCP International.

In connection with the GCP Acquisition, various components of the agreed upon purchase price are required to be accounted for as compensation because the payments were made to certain individuals that became employees of the Company following the GCP Acquisition. Because they are required to be accounted for as compensation, these amounts have been excluded from purchase consideration. During the first quarter of 2025, $8.8 million of acquisition related compensation costs were expensed and recorded within compensation and benefits within the Condensed Consolidated Statements of Operations. Because the purchase price included components of cash and equity, the individuals that became employees of the Company also received a portion of their sales proceeds in the form of equity, which was recorded as equity compensation expense. During the first quarter of 2025, $108.8 million of equity compensation expense was recognized from the immediate vesting of 0.6 million restricted units, of which 0.2 million shares were withheld for taxes. As of March 1, 2025, there were 2.3 million unvested equity awards and 0.2 million unvested AOG Unit awards related to these arrangements (collectively, the “Unvested GCP Equity Purchase Price”). In connection with the Unvested GCP Equity Purchase Price, equity compensation expense of $40.8 million and $51.1 million was recognized during the three and six months ended June 30, 2025, respectively. The total compensation expense expected to be recognized in all future periods associated with the Unvested GCP Equity Purchase Price is approximately $370.0 million as of June 30, 2025 and is expected to be recognized over the remaining weighted average period of 3.3 years.

The Company has incurred $68.0 million of acquisition related costs, of which $34.6 million was incurred during the six months ended June 30, 2025. These acquisition related costs were expensed and reported within general, administrative and other expenses.

The acquired business from the GCP Acquisition generated revenues and net income of $106.7 million and $19.6 million, respectively, are included in the Condensed Consolidated Statements of Operations before giving effect to corporate level taxes for the period from March 1, 2025 through June 30, 2025. The Company did not acquire all of the assets or assume all of the liabilities of the legacy business. GCP International represents an aggregation of various businesses and components of other businesses that operate in different jurisdictions, each that historically used a different basis of accounting. There are no historical financial statements that apply consistent management assumptions and use a consistent basis of accounting. Therefore, it is impracticable to provide pro forma information on revenues and earnings for the GCP Acquisition.