Sec Form 13G Filing - Ares Partners Holdco LLC filing for Ares Management Corp (ARES) - 2024-11-14

Names of Reporting Persons

Ares Partners Holdco LLC

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

(a)  ¨    (b) x

Citizenship or Place of Organization

Delaware

Sole Voting Power

0

Shared Voting Power

118,695,885⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

118,695,885⁽¹⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

118,695,885⁽¹⁾

Percent of Class Represented by Amount in Row (9)

38.3%⁽²⁾

Type of Reporting Person (See Instructions)

OO

Names of Reporting Persons

Ares Owners Holdings L.P.

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

(a)  ¨    (b) x

Citizenship or Place of Organization

Delaware

Sole Voting Power

0

Shared Voting Power

118,695,885⁽¹⁾

Sole Dispositive Power

0

Shared Dispositive Power

118,695,885⁽¹⁾

Aggregate Amount Beneficially Owned by Each Reporting Person

118,695,885⁽¹⁾

Percent of Class Represented by Amount in Row (9)

38.3%⁽²⁾

Type of Reporting Person (See Instructions)

PN

1800 Avenue of the Stars, Suite 1400

Los Angeles, California 90067

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”)

1800 Avenue of the Stars, Suite 1400

Los Angeles, California 90067

Ownership.

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

(a)        Amount beneficially owned:

          See responses to Item 9 on each cover page.

(b)       Percent of Class:

          See responses to Item 11 on each cover page.

(c)        Number of shares as to which the Reporting 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.

The securities reported on this Schedule 13G include an aggregate of 7,520,729 Class A Shares held by Ares Owners and an aggregate of 111,175,156 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, Ryan Berry, 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. 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 123,893,554 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 40.02% of the outstanding Class A Shares (based on 198,390,128 outstanding shares and assuming the exchange of such AOG Units and the vesting of such RSUs).

The percentages reflected on the cover pages to this Schedule 13G are calculated based on (i) an aggregate of 198,390,128 Class A Shares outstanding as of November 1, 2024, as reported in the Issuer’s Form 10-Q filed November 8, 2024, as increased by (ii) 111,175,156 Class A Shares issuable in respect of 111,175,156 AOG Units held by Ares Owners.

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 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 September 30, 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:

Item 7.

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

Notice of Dissolution of Group.

Not Applicable.