| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 7
)*
|
Ares Management Corporation (Name of Issuer) |
Class A common stock, par value $0.01 per share (Title of Class of Securities) |
03990B101 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 03990B101 |
| 1 | Names of Reporting Persons Ares Partners Holdco LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 116,968,418.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 37.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The reported securities represent (i) 7,161,729 shares of Class A common stock, par value $0.01 per share, of the Issuer ("Class A Shares") and (ii) 109,806,689 partnership units of Ares Holdings L.P., which are convertible one for one into Class A Shares, subject to certain restrictions ("AOG Units").
The percent of class is calculated based on (i) 203,362,482 Class A Shares outstanding on December 31, 2024, based on information provided by the Issuer, as increased by (ii) 109,806,689 Class A Shares issuable upon conversion of 109,806,689 AOG Units held by Ares Owners Holdings L.P. ("Ares Owners").
SCHEDULE 13G |
| CUSIP No. | 03990B101 |
| 1 | Names of Reporting Persons Ares Owners Holdings L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 116,968,418.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 37.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The reported securities represent (i) 7,161,729 Class A Shares and (ii) 109,806,689 Class A Shares issuable upon conversion of 109,806,689 AOG Units.
The percent of class is calculated based on (i) 203,362,482 Class A Shares outstanding on December 31, 2024, based on information provided by the Issuer, as increased by (ii) 109,806,689 Class A Shares issuable upon the conversion of 109,806,689 AOG Units held by Ares Owners.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Ares Management Corporation | |
| (b) | Address of issuer's principal executive
offices: 1800 Avenue of the Stars Suite 1400 Los Angeles, CA, 90067 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed by the entities and persons listed below, each of whom is referred to herein as a "Reporting Person" and together as the "Reporting Persons":
1. Ares Partners Holdco LLC ("Ares Partners")
2. Ares Owners Holdings L.P. ("Ares Owners" and, together with Ares Partners, the "Ares Filing Persons") | |
| (b) | Address or principal business office or, if
none, residence: 1800 Avenue of the Stars, Suite 1400
Los Angeles, California 90067 | |
| (c) | Citizenship: See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities: Class A common stock, par value $0.01 per share | |
| (e) | CUSIP No.: 03990B101 | |
| 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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See responses to Item 9 on each cover page.
The securities reported on this Schedule 13G include an aggregate of 7,161,729 Class A Shares held by Ares Owners and an aggregate of 109,806,689 AOG Units held by Ares Owners. 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, R. Kipp deVeer, David B. Kaplan, 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. Based on information reported in Statements on Schedule 13G filed by, or information received from, the Board Members, the Class A Shares held by Ares Owners, if aggregated with other Class A Shares beneficially owned by each of the individual Board Members, would equal 121,252,571 Class A Shares in the aggregate, including shares that may be acquired upon the exchange of AOG Units held by Ares Owners and Class A Shares that may be acquired by the individual Board Members upon the vesting of Restricted Stock Units ("RSUs") held by such Board Member, representing 38.4% of the outstanding Class A Shares (based on 203,362,482 outstanding shares and assuming the exchange of such AOG Units and the vesting of such RSUs). | |
| (b) | Percent of class: See responses to Item 11 on each cover page.
The percentages reflected on the cover pages to this Schedule 13G are calculated based on (i) an aggregate of 203,362,482 Class A Shares outstanding as of December 31, 2024, as reported by the Issuer, as increased by (ii) 109,806,689 Class A Shares issuable in respect of 109,806,689 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: See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
The limited partners of Ares Owners have the right to receive dividends from, or proceeds from the sale of, the Class A Shares that are held of record by Ares Owners on behalf of such limited partner. Ares Owners holds greater than 5% of the Class A Shares on behalf of Mr. Ressler, or on behalf of a vehicle Mr. Ressler controls. No other person has the right to receive dividends from, or the proceeds from the sale of, more than five percent of the Class A Shares. Calculated as of December 31, 2024, Ares Owners holds the following amounts of Class A Shares 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 Shares AOG Units Total
Michael J Arougheti 0 9,021,596 9,021,596
R. Kipp deVeer 0 1,210,409 1,210,409
David B. Kaplan 1,150,052 8,421,596 9,571,648
Antony P. Ressler 4,625,625 49,764,375 54,390,000
Bennett Rosenthal 1,076,052 8,421,596 9,497,648 | ||
| 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
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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. |
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Exhibit
Information |
https://www.sec.gov/Archives/edgar/data/1620263/000110465919008758/a19-4665_8ex99d1.htm |