UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  July 23, 2015

 

ARES MANAGEMENT, L.P.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-36429

 

80-0962035

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

2000 Avenue of the Stars, 12 th  Floor

Los Angeles, CA

 


90067

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (310) 201-4100

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 1.01 Entry into a Material Definitive Agreement .

 

On July 23, 2015, Ares Holdings L.P., a Delaware limited partnership (“Ares Holdings”), Ares Domestic Holdings L.P., a Delaware limited partnership (“Ares Domestic”), Ares Investments L.P., a Delaware limited partnership (“Ares Investments”), Ares Real Estate Holdings L.P., a Delaware limited partnership (collectively with Ares Holdings, Ares Domestic and Ares Investments, the “Borrower”) and certain subsidiaries of Ares Management, L.P. (the “Registrant”) entered into Amendment No. 3 (the “Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014 (as amended through and including the Amendment, the “Credit Agreement”), by and among the Borrower, the guarantors party thereto (together with the Borrower, the “Loan Parties”), the lenders party thereto and JPMorgan Chase Bank, N.A., as agent.

 

The Amendment, among other things, (i) increases the Borrower’s maximum leverage ratio from 3.00:1.00 to (A) 3.75:1.00 for each fiscal quarter ending on or prior to December 31, 2016 and (B) thereafter, 3.50:1.00, and (ii) allows for the calculation of “Debt” for purposes of determining compliance with financial covenants to be net of the cash of the Registrant, the Loan Parties and their respective subsidiaries; provided that (a) the amount of cash on hand as a result of the incurrence of any indebtedness that is not repaid within seven days of such incurrence that may be netted in calculating “Debt” shall not exceed $750 million and (b) all cash netted in calculating “Debt” shall be used solely to fund the consummation of certain acquisitions or transactions related thereto.

 

A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 1.01 as though fully set forth herein. The foregoing summary description of the Amendment and the transactions contemplated therein is not intended to be complete and is qualified in its entirety by the complete text of the Amendment.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)          Exhibits:

 

Exhibit Number

 

Description

 

 

 

10.1

 

Amendment No. 3, dated as of July 23, 2015, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings LLC, Ares Domestic Holdings L.P., Ares Investments LLC, Ares Real Estate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

ARES MANAGEMENT, L.P.

 

 

 

By: Ares Management GP LLC, its general partner

Date:   July 28, 2015

 

 

 

 

 

 

 

 

 

By:

/s/ Michael D. Weiner

 

 

Name:

Michael D. Weiner

 

 

Title:

Executive Vice President, Chief Legal Officer & Secretary

 

3



 

Exhibit Index

 

Exhibit Number

 

Description

 

 

 

10.1

 

Amendment No. 3, dated as of July 23, 2015, to the Sixth Amended and Restated Credit Agreement, dated as of April 21, 2014, by and among Ares Holdings LLC, Ares Domestic Holdings L.P., Ares Investments LLC, Ares Real Estate Holdings L.P., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A.

 

4


Exhibit 10.1

 

EXECUTION VERSION

 

AMENDMENT NO. 3

 

AMENDMENT NO. 3 (this “ Agreement ”) dated as of July 23, 2015 by and among ARES HOLDINGS L.P., a Delaware limited partnership (as successor by conversion to Ares Holdings LLC) (“ Ares Holdings ”), ARES DOMESTIC HOLDINGS L.P., a Delaware limited partnership (“ Ares Domestic Holdings ”), ARES INVESTMENTS L.P., a Delaware limited partnership (as successor by conversion to Ares Investments LLC) (“ Ares Investments ”), ARES REAL ESTATE HOLDINGS L.P., a Delaware limited partnership (“ Ares Real Estate ”, together with Ares Holdings, Ares Domestic Holdings, Ares Investments and any other Person that thereafter become borrowers under the Credit Agreement by joinder, are referred to hereinafter individually and collectively, jointly and severally, as the “ Borrower ”), the Guarantors party hereto, the lenders identified on the signature pages hereto (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “ Lender ” and collectively as the “ Lenders ”) and JPMorgan Chase Bank, N.A., as Agent.

 

RECITALS

 

WHEREAS, the Borrower, the Guarantors party thereto, the Lenders party thereto and Agent are party to that certain Sixth Amended and Restated Senior Credit Agreement, dated as of April 21, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”);

 

WHEREAS, the Borrower, the Guarantors, the Agent and the Lenders have agreed to amend the Credit Agreement as set forth herein;

 

NOW, THEREFORE, in consideration of the foregoing recital, mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

Section 1.  Definitions .  Except as otherwise defined in this Agreement, terms defined in the Credit Agreement are used herein as defined therein.  This Agreement shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

 

Section 2.  Amendments .  Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

 

2.01.  References Generally .  References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

 

2.02.       Amendment to Section 1.1 .   The definition of “Debt” contained in Section 1.1 of the Credit Agreement is hereby amended by adding the following sentence at the end of such definition:

 

“Notwithstanding any provision in this Agreement to the contrary, for purposes of calculating outstanding Debt with respect to any covenant calculation or compliance hereunder (including but not limited to compliance with Section 6.13 or any reference thereto), such calculation of Debt shall be net of any cash of PTP, any other Loan Party or any of their respective Subsidiaries (including but not limited to any cash on hand as a result of the incurrence of any indebtedness (including any indebtedness incurred hereunder)); provided that (A) the netting of any cash on hand as a result of the incurrence of any

 

1



 

indebtedness that is not repaid within 7 days of such incurrence shall be capped at no greater than $750,000,000 and (B) all netted cash shall be used solely to fund the consummation of a New Acquisition or transaction related thereto.”

 

2.03.       Amendment to Section 6.13(b) .  Section 6.13(b) of the Credit Agreement shall be amended and restated in its entirety as follows:

 

Debt to Adjusted EBITDA . Permit the ratio of (i) the total outstanding amount of Debt of PTP and the Loan Parties and their respective Subsidiaries on a Stand Alone Basis as of the last day of any four fiscal quarter period of PTP, commencing with the four fiscal quarter period ending March 31, 2014, to (ii) the Adjusted EBITDA of PTP and the Loan Parties and their respective Subsidiaries on a Stand Alone Basis for such period, to be greater than (A) for each fiscal period ending on or prior to December 31, 2016, 3.75:1.00 and (B) thereafter, 3.50:1.00.”

 

2.04.       Amendment to Section 11.11 .  Section 11.11 of the Credit Agreement shall by amended by deleting the following phrase “Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding PTP and its Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in a confidential manner” and inserting in lieu thereof the following:

 

“Agent and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding PTP, the Loan Parties and their respective Subsidiaries, their operations, assets, and existing and contemplated business plans shall be treated by Agent and the Lenders in a confidential manner, used only in connection with this Agreement and in compliance with applicable laws, including United States federal or state securities laws”.

 

Section 3.  Representations and Warranties .

 

(a)           Each Borrower, individually as to itself only, represents and warrants to the Lenders and the Administrative Agent, that this Agreement has been duly executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of such Borrower, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

(b)           Each Borrower represents and warrants that on the date hereof the representations and warranties of such Borrower set forth in Article IV of the Credit Agreement are true, correct and complete in all material respects on and as of the date hereof, provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

 

Section 4.  Conditions Precedent .  The amendments set forth in Section 2 hereof shall become effective, as of the date hereof (other than the amendment set forth in Section 2.03, which shall not become effective until the first quarter in which a New Acquisition is consummated after the date hereof), upon satisfaction of the following conditions:

 

2



 

(a)           Execution .  The Administrative Agent shall have received counterparts of this Agreement executed by the Borrower and the Lenders constituting the Required Lenders under the Credit Agreement.

 

Section 5.  Effect .  Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

 

Section 6.  Confirmation of Loan Documents .  As of the date of hereof and after giving effect to this Agreement, the Borrower hereby confirms and ratifies all of its obligations under the Credit Agreement and each other Loan Document to which it is a party.  By its execution on the respective signature lines provided below, as of the date hereof and after giving effect to this Agreement, each of the Guarantors hereby (a) confirms and ratifies all of its obligations and (b) represents and warrants that the representations and warranties set forth herein, the Credit Agreement and in such other Loan Documents are true and correct in all material respects on the date hereof as if made on and as of such date (except to the extent that any representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall have been true and correct as of such earlier date); provided that any representation and warranty that is qualified as to materiality or material adverse effect shall, after giving effect to such qualifications as set forth therein, be true and correct in all respects.  This Agreement is deemed to be a “Loan Document” for the purposes of the Credit Agreement.

 

Section 7.  Miscellaneous .  Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.  Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.  This Agreement and any right, remedy, obligation, claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the law of the State of New York without regard to conflicts of law principles that would lead to the application of laws other than the law of the State of New York.

 

[ signature pages follow ]

 

3



 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

 

 

 

BORROWERS :

 

 

 

 

 

ARES HOLDINGS L.P. ,

 

 

a Delaware limited partnership

 

 

By: Ares Holdings Inc., its general partner

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

ARES INVESTMENTS L.P. ,

 

 

a Delaware limited partnership

 

 

By: Ares Management, L.P., its general

 

 

partner

 

 

By: Ares Management GP LLC, its general

 

 

partner

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

ARES DOMESTIC HOLDINGS L.P. ,

 

 

a Delaware limited partnership

 

 

By: Ares Domestic Holdings Inc., its general

 

 

partner

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

ARES REAL ESTATE HOLDINGS L.P. ,

 

 

a Delaware limited partnership

 

 

By: Ares Real Estate Holdings LLC, its

 

 

general partner

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

[Signature Page to Amendment No. 3 – Ares]

 



 

 

 

GUARANTORS :

 

 

 

 

 

ARES HOLDINGS INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

ARES DOMESTIC HOLDINGS INC.

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

ARES REAL ESTATE HOLDINGS LLC

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

ARES MANAGEMENT, L.P.

 

 

 

 

 

 

 

By: Ares Management GP LLC, its general

 

 

partner

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

ARES MANAGEMENT LLC

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

[Signature Page to Amendment No. 3 – Ares]

 



 

 

 

ARES INVESTMENTS HOLDINGS

 

 

LLC

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

ARES FINANCE CO. LLC

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Naseem Sagati

 

 

 

Name:

Naseem Sagati

 

 

 

Title:

Authorized Signatory

 

[Signature Page to Amendment No. 3 – Ares]

 



 

 

 

JPMORGAN CHASE BANK, N.A. ,

 

 

as Agent

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Lauren Gubkin

 

 

 

Name:

Lauren Gubkin

 

 

 

Title:

Vice President

 

 

 

 

J.P. Morgan

 



 

 

 

BANK OF AMERICA, N.A.:

 

 

 

 

 

 

 

 

 

 

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Dominic Malleo

 

 

 

Name:

Dominic Malleo

 

 

 

Title:

Director

 



 

 

 

Morgan Stanley Bank, N.A., as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Harry Comninellis

 

 

 

Name:

Harry Comninellis

 

 

 

Title:

Authorized Signatory

 



 

 

 

Bank Name:

 

 

GOLDMAN SACHS BANK USA

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jamie Minieri

 

 

 

Name:

Jamie Minieri

 

 

 

Title:

Authorized Signatory

 



 

 

 

CREDIT SUISSE AG, CAYMAN

 

 

ISLANDS BRANCH

 

 

 

 

 

 

 

 

 

 

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Doreen Barr

 

 

 

Name:

Doreen Barr

 

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Lingzi Huang

 

 

 

Name:

Lingzi Huang

 

 

 

Title:

Authorized Signatory

 



 

 

 

BARCLAYS BANK PLC ,

 

 

 as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Luke Syme

 

 

 

Name:

Luke Syme

 

 

 

Title:

Assistant Vice President

 



 

 

 

Bank Name: Citibank, N.A.

 

 

 

 

 

 

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

By:

/s/ Alexander Duka

 

 

 

Name:

Alexander Duka

 

 

 

Title:

Vice President

 



 

 

 

DEUTSCHE BANK AG NEW YORK

 

 

BRANCH,

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Dusan Lazarov

 

 

 

Name:

Dusan Lazarov

 

 

 

Title:

Director

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Michael Shannon

 

 

 

Name:

Michael Shannon

 

 

 

Title:

Vice President

 



 

 

 

Wells Fargo Bank, N.A.

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Luke Harbinson

 

 

 

Name:

Luke Harbinson

 

 

 

Title:

Director

 



 

 

 

Royal Bank of Canada

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Tim Stephens

 

 

 

Name:

Tim Stephens

 

 

 

Title:

Authorized Signatory

 



 

 

 

Bank Name: The Bank of New York

 

 

Mellon, as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jean Earley

 

 

 

Name:

Jean Earley

 

 

 

Title:

Vice President

 



 

 

 

SUMITOMO MITSUI BANKING CORPORATION

 

 

as Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ken Takahashi

 

 

 

Name:

Ken Takahashi

 

 

 

Title:

Managing Director

 



 

 

 

U.S. Bank National Association,

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Barry K. Chung

 

 

 

Name:

Barry K. Chung

 

 

 

Title:

Sr. Vice President

 



 

 

 

MUFG UNION BANK, N.A.

 

 

(F/K/A UNION BANK, N.A.)

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Y. Joanne Si

 

 

 

Name:

Y. Joanne Si

 

 

 

Title:

Vice President

 



 

 

 

Bank Name:

 

 

SunTrust Bank

 

 

 

as a Lender

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Doug Kennedy

 

 

 

Name:

Doug Kennedy

 

 

 

Title:

Vice President

 



 

 

 

City National Bank, N.A.

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Brandon Feitelson

 

 

 

Name:

Brandon Feitelson

 

 

 

Title:

SVP