FAIR VALUE | FAIR VALUE Fair Value of Financial Assets and Liabilities The short-term nature of cash and cash-equivalents, receivables and accounts payable causes each of their carrying values to approximate fair value. The fair value of short-term investments included in cash and cash-equivalents is a Level I valuation. The Company’s other financial assets and financial liabilities by fair-value hierarchy level are set forth below. Please see notes 9 and 16 for the fair value of the Company’s outstanding debt obligations and amounts due from/to affiliates, respectively. As of September 30, 2017 As of December 31, 2016 Level I Level II Level III Total Level I Level II Level III Total Assets U.S. Treasury and other securities (1) $ 324,478 $ — $ — $ 324,478 $ 757,578 $ — $ — $ 757,578 Corporate investments — 52,670 75,640 128,310 — 27,551 74,663 102,214 Foreign-currency forward contracts (2) — 4,391 — 4,391 — 16,142 — 16,142 Total assets $ 324,478 $ 57,061 $ 75,640 $ 457,179 $ 757,578 $ 43,693 $ 74,663 $ 875,934 Liabilities Contingent consideration (3) $ — $ — $ (19,108 ) $ (19,108 ) $ — $ — $ (23,567 ) $ (23,567 ) Foreign-currency forward contracts (4) — (18,311 ) — (18,311 ) — (7,805 ) — (7,805 ) Interest-rate swaps (3) — — — — — (60 ) — (60 ) Total liabilities $ — $ (18,311 ) $ (19,108 ) $ (37,419 ) $ — $ (7,865 ) $ (23,567 ) $ (31,432 ) (1) Carrying value approximates fair value due to the short-term nature. (2) Amounts are included in other assets in the condensed consolidated statements of financial condition, except for $5,377 as of December 31, 2016, which is included within corporate investments in the condensed consolidated statements of financial condition. (3) Amounts are included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition. (4) Amounts are included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition, except for $8,019 as of September 30, 2017, which is included within corporate investments in the condensed consolidated statements of financial condition. There were no transfers between Level I and Level II positions for the nine months ended September 30, 2017 and 2016. The table below sets forth a summary of changes in the fair value of Level III financial instruments: Three Months Ended September 30, 2017 2016 Corporate Investments Contingent Consideration Liability Corporate Investments Contingent Consideration Liability Beginning balance $ 77,657 $ (24,029 ) $ 26,581 $ (24,995 ) Contributions or additions 5 — — — Distributions (5,482 ) — — — Net gain (loss) included in earnings 3,460 4,921 808 1,254 Ending balance $ 75,640 $ (19,108 ) $ 27,389 $ (23,741 ) Net change in unrealized gains (losses) attributable to financial instruments still held at end of period $ (239 ) $ 4,921 $ 808 $ 1,254 Nine Months Ended September 30, 2017 2016 Corporate Investments Contingent Consideration Liability Corporate Investments Contingent Consideration Liability Beginning balance $ 74,663 $ (23,567 ) $ 25,750 $ (28,494 ) Contributions or additions 209 — — — Distributions (9,052 ) — — — Net gain (loss) included in earnings 9,820 4,459 1,639 4,753 Ending balance $ 75,640 $ (19,108 ) $ 27,389 $ (23,741 ) Net change in unrealized gains (losses) attributable to financial instruments still held at end of period $ 3,788 $ 4,459 $ 1,639 $ 4,753 The table below sets forth a summary of the valuation techniques and quantitative information utilized in determining the fair value of the Company’s Level III financial instruments: Fair Value as of Significant Unobservable Input Financial Instrument September 30, 2017 December 31, 2016 Valuation Technique Range Weighted Average Corporate investment – Limited partnership interests $ 75,640 $ 74,663 Market approach Not applicable Not applicable Not applicable Contingent consideration liability 19,108 23,567 Discounted cash flow Assumed % of total potential contingent payments 0% – 100% 36% Fair Value of Financial Instruments Held By Consolidated Funds The short-term nature of cash and cash-equivalents held at the consolidated funds causes their carrying value to approximate fair value. The fair value of cash-equivalents is a Level I valuation. Derivatives may relate to a mix of Level I, II or III investments, and therefore their fair-value hierarchy level may not correspond to the fair-value hierarchy level of the economically hedged investment. The table below summarizes the investments and other financial instruments of the consolidated funds by fair-value hierarchy level: As of September 30, 2017 As of December 31, 2016 Level I Level II Level III Total Level I Level II Level III Total Assets Investments: Corporate debt – bank debt $ — $ 4,193,434 $ 164,668 $ 4,358,102 $ — $ 2,973,482 $ 208,868 $ 3,182,350 Corporate debt – all other — 538,733 49,134 587,867 — 460,975 28,793 489,768 Equities – common stock 238,461 122 7,714 246,297 129,362 61 6,693 136,116 Equities – preferred stock 2,486 268 — 2,754 — — — — Real estate — — 505 505 — — — — Total investments 240,947 4,732,557 222,021 5,195,525 129,362 3,434,518 244,354 3,808,234 Derivatives: Foreign-currency forward contracts — 146 — 146 — 216 — 216 Options and futures 7 — — 7 — — — — Swaps — 159 — 159 — 141 — 141 Total derivatives 7 305 — 312 — 357 — 357 Total assets $ 240,954 $ 4,732,862 $ 222,021 $ 5,195,837 $ 129,362 $ 3,434,875 $ 244,354 $ 3,808,591 Liabilities CLO debt obligations: Senior secured notes (1) $ — $ (3,040,449 ) $ — $ (3,040,449 ) $ — $ (2,953,880 ) $ — $ (2,953,880 ) Subordinated notes (1) — (110,664 ) — (110,664 ) — (100,330 ) — (100,330 ) Total CLO debt obligations — (3,151,113 ) — (3,151,113 ) — (3,054,210 ) — (3,054,210 ) Securities sold short: Equity securities (74,228 ) — — (74,228 ) (41,016 ) — — (41,016 ) Derivatives: Foreign-currency forward contracts — (299 ) — (299 ) — (4 ) — (4 ) Options and futures (29 ) — — (29 ) — — — — Swaps — (9 ) — (9 ) — (1,082 ) — (1,082 ) Total derivatives (29 ) (308 ) — (337 ) — (1,086 ) — (1,086 ) Total liabilities $ (74,257 ) $ (3,151,421 ) $ — $ (3,225,678 ) $ (41,016 ) $ (3,055,296 ) $ — $ (3,096,312 ) (1) The fair value of CLO liabilities is classified based on the more observable fair value of CLO assets. Please see notes 2 and 9 for more information. The following tables set forth a summary of changes in the fair value of Level III investments: Corporate Debt – Bank Debt Corporate Debt – All Other Equities – Common Stock Real Estate Total Three Months Ended September 30, 2017 Beginning balance $ 151,229 $ 43,469 $ 7,287 $ — $ 201,985 Transfers into Level III 349 — — — 349 Transfers out of Level III (5,059 ) (1,978 ) — — (7,037 ) Purchases 44,199 21,363 — 2,494 68,056 Sales (28,567 ) (13,347 ) (74 ) (2,005 ) (43,993 ) Realized gains (losses), net (325 ) 175 — 5 (145 ) Unrealized appreciation (depreciation), net 2,842 (548 ) 501 11 2,806 Ending balance $ 164,668 $ 49,134 $ 7,714 $ 505 $ 222,021 Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period $ 2,219 $ (538 ) $ 501 $ 11 $ 2,193 Three Months Ended September 30, 2016 Beginning balance $ 189,909 $ 1,890 $ 3,974 $ — $ 195,773 Transfers into Level III 20,684 — 2,691 — 23,375 Transfers out of Level III (765 ) — — — (765 ) Purchases 5,178 6,808 1,144 — 13,130 Sales (19,918 ) (2 ) (1,791 ) — (21,711 ) Realized gains (losses), net 132 — (22 ) — 110 Unrealized appreciation (depreciation), net 4,754 (18 ) 329 — 5,065 Ending balance $ 199,974 $ 8,678 $ 6,325 $ — $ 214,977 Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period $ 4,754 $ (18 ) $ 329 $ — $ 5,065 Corporate Debt – Bank Debt Corporate Debt – All Other Equities – Common Stock Equities – Preferred Stock Real Estate Real Estate Loan Portfolios Swaps Total Nine Months Ended September 30, 2017 Beginning balance $ 208,868 $ 28,793 $ 6,693 $ — $ — $ — $ — $ 244,354 Transfers into Level III 22,537 1,978 — — — — — 24,515 Transfers out of Level III (54,179 ) (1,978 ) — — — — — (56,157 ) Purchases 67,516 48,481 136 — 2,494 — — 118,627 Sales (83,772 ) (28,072 ) (713 ) — (2,005 ) — — (114,562 ) Realized gains (losses), net (114 ) 486 87 — 5 — — 464 Unrealized appreciation (depreciation), net 3,812 (554 ) 1,511 — 11 — — 4,780 Ending balance $ 164,668 $ 49,134 $ 7,714 $ — $ 505 $ — $ — $ 222,021 Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period $ 3,366 $ (441 ) $ 1,511 $ — $ 11 $ — $ — $ 4,447 Nine Months Ended September 30, 2016 Beginning balance $ 1,871,375 $ 3,009,164 $ 8,729,202 $ 1,363,542 $ 9,655,270 $ 2,597,405 $ (8,251 ) $ 27,217,707 Cumulative-effect adjustment from adoption of accounting guidance (1,672,305 ) (3,007,287 ) (8,725,026 ) (1,363,542 ) (9,655,270 ) (2,597,405 ) 8,251 (27,012,584 ) Transfers into Level III 58,219 — 3,089 — — — — 61,308 Transfers out of Level III (43,435 ) — — — — — — (43,435 ) Purchases 14,556 6,810 1,301 — — — — 22,667 Sales (32,790 ) (2 ) (2,612 ) — — — — (35,404 ) Realized gains (losses), net 247 — (22 ) — — — — 225 Unrealized appreciation (depreciation), net 4,107 (7 ) 393 — — — — 4,493 Ending balance $ 199,974 $ 8,678 $ 6,325 $ — $ — $ — $ — $ 214,977 Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period $ 4,107 $ (7 ) $ 393 $ — $ — $ — $ — $ 4,493 Total realized and unrealized gains and losses recorded for Level III investments are included in net realized gain on consolidated funds’ investments or net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Transfers between Level I and Level II positions for the nine months ended September 30, 2017 included $0.4 million from Level I to Level II due to a decline in trading activity for one credit-oriented security, which was valued using quoted prices. There were no transfers between Level I and Level II positions for the nine months ended September 30, 2016. Transfers out of Level III are generally attributable to certain investments that experienced a more significant level of market trading activity or completed an initial public offering during the respective period and thus were valued using observable inputs. Transfers into Level III typically reflect either investments that experienced a less significant level of market trading activity during the period or portfolio companies that undertook restructurings or bankruptcy proceedings and thus were valued in the absence of observable inputs. The following table sets forth a summary of the valuation techniques and quantitative information utilized in determining the fair value of the consolidated funds’ Level III investments as of September 30, 2017: Investment Type Fair Value Valuation Technique Significant Unobservable (1)(2) Range Weighted Average (3) Credit-oriented investments: Consumer $ 2,066 Discounted cash flow (4) Discount rate 11% – 19% 16% 52,487 Recent market information (5) Quoted prices Not applicable Not applicable Consumer staples: 1,636 Discounted cash flow (4) Discount rate 12% – 14% 13% 12,607 Recent market information (5) Quoted prices Not applicable Not applicable Financials: 30,148 Recent market information (5) Quoted prices Not applicable Not applicable 406 Recent transaction price (8) Not applicable Not applicable Not applicable Health care 9,314 Discounted cash flow (4) Discount rate 8% – 15% 11% 726 Market approach (6) Earnings multiple (7) 9x - 11x 10x 4,809 Recent market information (5) Quoted prices Not applicable Not applicable Industrials: 14,627 Discounted cash flow (4) Discount rate 6% – 11% 7% 4,210 Market approach (6) Earnings multiple (7) 4x - 6x 5x 19,362 Recent market information (5) Quoted prices Not applicable Not applicable Information 4,766 Discounted cash flow (4) Discount rate 11% – 12% 12% 8,780 Recent market information (5) Quoted prices Not applicable Not applicable Real estate: 3,129 Discounted cash flow (4) Discount rate 11% – 13% 12% 18,120 Recent market information (5) Quoted prices Not applicable Not applicable 335 Recent transaction price (8) Not applicable Not applicable Not applicable Other: 4,284 Discounted cash flow (4) Discount rate 10% – 12% 11% 22,496 Recent market information (5) Quoted prices Not applicable Not applicable Equity investments: 4,150 Market approach (6) Earnings multiple (7) 4x – 11x 7x 1,323 Discounted cash flow (4) Discount rate 11% – 30% 13% 2,240 Recent market information (5) Quoted prices Not applicable Not applicable Total Level III $ 222,021 The following table sets forth a summary of the valuation techniques and quantitative information utilized in determining the fair value of the consolidated funds’ Level III investments as of December 31, 2016: Investment Type Fair Value Valuation Technique Significant Unobservable Inputs (1)(2) Range Weighted Average (3) Credit-oriented investments: Consumer $ 7,658 Discounted cash flow (4) Discount rate 5% – 13% 7% 64,147 Recent market information (5) Quoted prices Not applicable Not applicable Consumer Staples: 7,356 Discounted cash flow (4) Discount rate 6% – 12% 7% 23,182 Recent market information (5) Quoted prices Not applicable Not applicable Energy: 12,758 Recent market information (5) Quoted prices Not applicable Not applicable Industrials: 10,574 Discounted cash flow (4) Discount rate 5% – 7% 6% 4,230 Market approach (6) Earnings multiple (7) 5x - 7x 6x 30,531 Recent market information (5) Quoted prices Not applicable Not applicable Information 11,681 Discounted cash flow (4) Discount rate 6% – 13% 9% 5,076 Recent market information (5) Quoted prices Not applicable Not applicable Materials: 1,206 Discounted cash flow (4) Discount rate 11% – 13% 12% 15,586 Recent market information (5) Quoted prices Not applicable Not applicable Other: 13,754 Discounted cash flow (4) Discount rate 8% – 16% 12% 9,137 Recent market information (5) Quoted prices Not applicable Not applicable 20,785 Recent transaction price (8) Not applicable Not applicable Not applicable Equity investments: 3,542 Market approach (6) Earnings multiple (7) 4x – 11x 8x 1,352 Discounted cash flow (4) Discount rate 11% – 33% 14% 1,799 Recent market information (5) Quoted prices Not applicable Not applicable Total Level III $ 244,354 (1) The discount rate is the significant unobservable input used in the fair-value measurement of performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments and real estate loan portfolios. An increase (decrease) in the discount rate would result in a lower (higher) fair-value measurement. (2) Multiple of either earnings or underlying assets is the significant unobservable input used in the market approach for the fair-value measurement of distressed credit-oriented investments, credit-oriented investments in which the consolidated funds have a controlling interest in the underlying issuer, equity investments and certain real estate-oriented investments. An increase (decrease) in the multiple would result in a higher (lower) fair-value measurement. (3) The weighted average is based on the fair value of the investments included in the range. (4) A discounted cash-flow method is generally used to value performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments, real estate-oriented investments and real estate loan portfolios. (5) Certain investments are valued using quoted prices for the subject or similar securities. Generally, investments valued in this manner are classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions. (6) A market approach is generally used to value distressed investments and investments in which the consolidated funds have a controlling interest in the underlying issuer. (7) Earnings multiples are based on comparable public companies and transactions with comparable companies. The Company typically utilizes multiples of EBITDA; however, in certain cases the Company may use other earnings multiples believed to be most relevant to the investment. The Company typically applies the multiple to trailing twelve-months’ EBITDA. However, in certain cases other earnings measures, such as pro forma EBITDA, may be utilized if deemed to be more relevant. (8) Certain investments are valued based on recent transactions, generally defined as investments purchased or sold within six months of the valuation date. The fair value may also be based on a pending transaction expected to close after the valuation date. A significant amount of judgment may be required when using unobservable inputs, including assessing the accuracy of source data and the results of pricing models. The Company assesses the accuracy and reliability of the sources it uses to develop unobservable inputs. These sources may include third-party vendors that the Company believes are reliable and commonly utilized by other marketplace participants. As described in note 2, other factors beyond the unobservable inputs described above may have a significant impact on investment valuations. During the nine months ended September 30, 2017, there were no changes in the valuation techniques for Level III securities. During the nine months ended September 30, 2016, the valuation technique for one Level III credit-oriented investment changed from a discounted cash flow to a market approach based on comparable companies due to the anticipated restructuring of the portfolio company. |