0001104659-19-008758.txt : 20190214 0001104659-19-008758.hdr.sgml : 20190214 20190214163056 ACCESSION NUMBER: 0001104659-19-008758 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: ARES OWNERS HOLDINGS L.P. 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: 19607085 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: Ares Partners Holdco LLC CENTRAL INDEX KEY: 0001620263 IRS NUMBER: 465192240 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-201-4100 MAIL ADDRESS: STREET 1: 2000 AVENUE OF THE STARS, 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90067 SC 13G 1 a19-4665_8sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

Ares Management Corporation

(Name of Issuer)

Class A common stock, par value $0.01 per share

(Title of Class of Securities)

03390B 101

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for 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 the 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. 03390B 101

 

 

1.

Names of Reporting Persons
Ares Partners Holdco LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
151,453,753 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
151,453,753 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
151,453,753 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
69.3%  (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2


 

CUSIP No. 03390B 101

 

 

1.

Names of Reporting Persons
Ares Owners Holdings L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
151,453,753 (see Item 4(a))

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
151,453,753 (see Item 4(a))

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
151,453,753 (see Item 4(a))

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
69.3 %  (see Item 4(b))

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

3


 

Item 1.

 

(a)

Name of Issuer:
Ares Management Corporation

 

(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 Filing:
Ares Partners Holdco LLC (“Ares Partners”)

Ares Owners Holdings L.P. (“Ares Owners” and, together with Ares Partners, the “Ares Filing Persons”)

 

(b)

Address of Principal Business Office or, if none, Residence:
For each Ares Filing Person:

2000 Avenue of the Stars, 12th Floor

Los Angeles, CA 90067

 

(c)

Citizenship:
For each Ares Filing Person, Delaware

 

(d)

Title of Class of Securities:
Class A common stock, par value $0.01 per share (“Class A Common Stock”)

 

(e)

CUSIP Number:
03390B 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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

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)

o

A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);

 

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

4


 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

The securities reported on this Schedule 13G includes an aggregate of 34,434,479 shares of Class A Common Stock held by Ares Owners on behalf of its limited partners and an aggregate of 117,019,274 partnership units of the Ares Operating Group (“AOG Units”) held by Ares Owners on behalf of its limited partners. Each AOG Unit is exchangeable for one share of Class A Common Stock, subject to certain restrictions.

 

The general partner of Ares Owners is Ares Partners.  Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Michael R. McFerran, Antony P. Ressler and Bennett Rosenthal (each a “Board Member” and collectively, the “Board Members”). Mr. Ressler generally has veto authority over decisions of the Board Members. The shares of Class A Common Stock held by Ares Owners, if aggregated with the shares beneficially owned by each of the individual Board Members, would equal 155,555,246 shares of Class A Common Stock in the aggregate, including shares that may be acquired upon the exchange of AOG Units held by Ares Owners and shares of Class A Common Stock that may be acquired by the individual Board Members upon the vesting of or exercise of Restricted Units or stock options held by such Board Member, representing 70.0% of the outstanding shares of Class A Common Stock (assuming the exchange of AOG Units held by Ares Owners and the vesting of or exercise of Restricted Units and stock options held by the Board Members).

 

(b)

Percent of class:   

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference. The percentage amount is based on an aggregate of 101,594,095 shares of Class A Common Stock outstanding as of December 31, 2018, and assumes the exchange of all of the AOG Units held by Ares Owners.

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.

 

 

(ii)

Shared power to vote or to direct the vote    

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.

 

 

(iii)

Sole power to dispose or to direct the disposition of   

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.

 

 

(iv)

Shared power to dispose or to direct the disposition of   

The information contained on the cover pages to this Schedule 13G is incorporated herein by reference.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

5


 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

The limited partners of Ares Owners have the right to receive dividends from, or proceeds from the sale of, the shares of Class A Common Stock that are held of record by Ares Owners on behalf of such limited partner.  Ares Owners holds greater than 5% of the shares of Class A Common Stock on behalf of each of Messrs. Arougheti, Kaplan, Ressler and Rosenthal, or on behalf of a vehicle such Board Member controls (assuming the exchange of the AOG Units held on their behalf), each of whom are limited partners of Ares Owners. In addition, Ares Owners holds greater than 5% of the shares of Class A Common Stock on behalf of Mr. John Kissick, or on behalf of a vehicle controlled by him, who is also a limited partner of Ares Owners.  No other person has the right to receive dividends from, or the proceeds from the sale of, more than five percent of the shares of Class A Common Stock reported on this Schedule 13G.

 

Ares Owners holds the following amounts of shares of Class A Common Stock and AOG Units on behalf of the individual Board Members, or on behalf of a vehicle controlled by such Board Member, in their capacity as limited partners of Ares Owners:

 

Board Member

 

Class A Common Stock

 

AOG Units

 

Total

 

Michael J Arougheti

 

3,355,052

 

10,421,596

 

13,776,648

 

Ryan Berry

 

0

 

46,866

 

46,866

 

R. Kipp deVeer

 

574,866

 

2,160,598

 

2,735,464

 

David B. Kaplan

 

3,355,052

 

10,421,596

 

13,776,648

 

Michael R. McFerran

 

0

 

0

 

0

 

Antony P. Ressler

 

16,020,778

 

49,764,375

 

65,785,153

 

Bennett Rosenthal

 

3,355,052

 

10,421,596

 

13,776,648

 

 

Item 7.

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

Not applicable

 

Item 8.

Identification and Classification of Members of the Group

Not applicable

 

Item 9.

Notice of Dissolution of Group

Not applicable

 

6


 

Item 10.

Certification

Not applicable

 

Signatures

 

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.

 

Date:  February 14, 2019

 

ARES PARTNERS HOLDCO LLC

 

 

 

 

 

 

/s/ Michael D. Weiner

 

 

By: Michael D. Weiner

 

 

Its: Authorized Signatory

 

 

 

 

 

 

 

ARES OWNERS HOLDINGS L.P.

 

 

 

 

By:

ARES PARTNERS HOLDCO LLC

 

 

Its:

General Partner

 

 

 

 

 

 

 

 

/s/ Michael D. Weiner

 

 

By: Michael D. Weiner

 

 

Its: Authorized Signatory

 

 

7


 

Exhibit Index

 

Exhibit 99.1                              Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities and Exchange Act, as amended.

 

8


EX-99.1 2 a19-4665_8ex99d1.htm EX-99.1

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each of the Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A common stock, $0.01 par value per share, of Ares Management Corporation, a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.

 

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of February 14, 2019.

 

 

ARES PARTNERS HOLDCO LLC

 

 

 

 

 

/s/ Michael D. Weiner

 

By: Michael D. Weiner

 

Its: Authorized Signatory

 

 

 

 

 

ARES OWNERS HOLDINGS L.P.

 

 

 

  By:

ARES PARTNERS HOLDCO LLC

 

  Its:

General Partner

 

 

 

 

 

/s/ Michael D. Weiner

 

By: Michael D. Weiner

 

Its: Authorized Signatory