Overview | Overview Organization and Nature of Business These unaudited condensed consolidated financial statements include AssetMark Financial Holdings, Inc. (“AFHI”) and its subsidiaries, which include AssetMark, Inc., AssetMark Trust Company, AssetMark Brokerage, LLC, AssetMark Services, Inc. d/b/a AssetMark Retirement Services, Inc., Global Financial Private Capital, Inc., Voyant, Inc., Voyant UK Limited, Voyant Financial Technologies Inc., Voyant Australia Pty Ltd and Atria Investments, Inc. d/b/a Adhesion Wealth. The entities listed above are collectively referred to as the “Company”. The following is a description of our primary operating subsidiaries. AssetMark, Inc. (“AMI”) is a registered investment adviser that was incorporated under the laws of the State of California on May 13, 1999. AMI offers a broad array of wealth management solutions to individual investors through financial advisers by providing an open-architecture product platform along with tailored client advice, asset allocation options, practice management , support services and technology solutions to the financial adviser channel. AssetMark Trust Company (“ATC”) is a licensed trust company incorporated under the laws of the State of Arizona on August 24, 1994 and regulated by the Arizona Department of Insurance and Financial Institutions. ATC provides custodial recordkeeping services primarily to investor clients of registered investment advisers (including AMI) located throughout the United States. AssetMark Brokerage, LLC (“AMB”) is a limited-purpose broker-dealer located in Concord, California and was incorporated under the laws of the State of Delaware on September 25, 2013. AMB’s primary function is to distribute the proprietary mutual funds of AMI and to sponsor the Financial Industry Regulatory Authority (“FINRA”) licensing of our employees who provide distribution support through promotion of the AMI programs and strategies that employ the mutual funds. Voyant, Inc. (“Voyant”), is a SaaS-based financial planning, wellness and client digital engagement solutions company that was originally formed in Texas on December 29, 2005 and was converted to a Delaware corporation on November 21, 2008. Atria Investments, Inc. (“Adhesion Wealth”), doing business as Adhesion Wealth, is a registered investment adviser that was formed as a limited liability company under the laws of the State of North Carolina on March 29, 2007, and was converted to a corporation under the laws of the State of North Carolina on December 22, 2022. Adhesion Wealth offers a broad array of services and solutions, including overlay management, investment solutions, flexible desktop technology and a manager marketplace. Agreement and Plan of Merger On April 25, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GTCR Everest Borrower, LLC, a Delaware limited liability company (“GTCR”), and GTCR Everest Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GTCR (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of GTCR (the “Merger” or “Transaction”). The Transaction is valued at approximately $2,622,573. The consummation of the Merger is subject to certain customary closing conditions and required regulatory approvals, which have not been satisfied or obtained as of August 6, 2024. The Merger Agreement contains certain customary termination rights for the Company and GTCR. The Company is required to pay GTCR a one-time termination fee equal to approximately $80,761 in cash upon termination of the Merger Agreement under specified circumstances, including if (i) the Merger Agreement is terminated (1) by GTCR or the Company if the Merger has not been consummated on or before May 1, 2025 or (2) by GTCR in connection with the Company breaching its representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied (subject to a cure period in certain circumstances), (ii) an alternative acquisition proposal was previously publicly announced (or, in certain circumstances, disclosed to the Board of Directors of the Company) and (iii) within 12 months after termination of the Merger Agreement, an acquisition transaction is consummated. Upon termination of the Merger Agreement under other specified circumstances, including, without limitation, if GTCR breaches any representation, warranty or covenant that results in the failure of the related closing condition to be satisfied, subject to a cure period in certain circumstances, GTCR will be obligated to pay to the Company a one-time fee equal to approximately $161,522 in cash. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on April 25, 2024. The transaction costs associated with the Merger were approximately $9,874 and $10,952 for the three and six months ended June 30, 2024, respectively, which were included in general and operating and professional fees in our unaudited condensed consolidated statement of comprehensive income. |