Overview.
ACM is a Delaware limited liability company that was formed in April 2004. ACM is a subsidiary
of Ares Management LLC (“Ares Management”), an SEC-registered investment adviser and
subsidiary of Ares Management Corporation (“Ares Corp”), a publicly traded, leading global
alternative investment manager. The indirect principal owner of Ares Corp is Antony P. Ressler
who, together with certain other members of the senior management team of Ares Corp, indirectly
controls Ares Corp through intermediate holding companies.
ACM provides investment management services to our advisory clients, which are comprised of
various pooled investment vehicles, including public and private investment funds and joint
ventures (collectively, the “Funds”), other separately managed accounts and other institutional
clients (together, with the Funds, “Clients”). ACM serves as the investment adviser on a
discretionary basis to Ares Capital Corporation (“ARCC”), a publicly traded, closed-end
management investment company that is regulated as a business development company under the
Investment Company Act of 1940, as amended (the “Investment Company Act”) and Ares
Strategic Income Fund (“ASIF”), a non-traded, closed-end management investment company that
is regulated as a business development company under the Investment Company Act.
ACM provides investment management services on a non-discretionary basis to a private
investment vehicle that is structured as a joint venture (“JV”), the Senior Direct Lending Program,
LLC, doing business as the Senior Direct Lending Program (the “SDLP”). ACM shares
management duties of the SDLP with Varagon Capital Partners, L.P. (“Varagon”).
ACM also provides advisory services to certain institutional separately managed accounts, some
of which are provided on a discretionary basis and some of which are provided on a non-
discretionary basis. The private Clients’ underlying investors are generally either accredited
investors and qualified purchasers (as noted in Item 7 below) or non-U.S. persons, depending on
the applicable eligibility requirements of the respective Client. We refer to these underlying
investors as “Underlying Investors.”
As of December 31, 2023, ACM had assets under management (“RAUM”) of $68,586,996,767,
of which $10,143,690,808 is managed on a non-discretionary basis. RAUM is calculated by
aggregating the gross value of all securities accounts for which ACM provides continuous and
regular supervisory or management services
ACM’s investment advisory business is served by a dedicated team within the U.S. direct lending
strategy of the Ares Management Credit Group (the “Credit Group”). The Credit Group is one of
the largest managers of credit strategies across the non-investment grade credit universe, providing
solutions for investors seeking to access a range of credit assets, including syndicated loans, high
yield bonds, alternative credit, direct lending and opportunistic credit products. The Credit Group
capitalizes on opportunities across traded and non-traded corporate and consumer debt across the
U.S. and European markets, providing investors access to directly originated fixed and floating
rate credit assets along with the ability to capitalize on illiquidity premiums across the credit
spectrum. Please see “Item 8. Methods of Analysis, Investment Strategies and Risk of Loss” for
further discussion of ACM’s investment strategies and Ares Management’s Credit Group.
Investment advice is provided directly to our Clients, subject to the discretion and control of ACM
or the applicable general partner, and not individually to the Underlying Investors. ACM tailors
its advisory services to the specific investment
objectives and restrictions of each Client pursuant
to the investment guidelines and restrictions set forth in each Client’s applicable public filings,
confidential private placement memorandum, prospectus, limited partnership agreement, advisory
agreement, management agreement, and other governing documents (collectively, the “Governing
Documents”). Underlying Investors and prospective investors should refer to the applicable
Governing Documents for complete information on the investment objectives, investment
restrictions and risks. Prior performance, while illustrative of ACM’s investment philosophy and
experience, is not indicative of future performance and there is no assurance that any investment
objectives will be achieved.
In accordance with common industry practice, ACM or a Client general partner, managing
member, investment adviser, sub-adviser, or manager may enter into “side letters” or similar
agreements pursuant to which certain Underlying Investors are granted specific rights, benefits, or
privileges (including, without limitation, with respect to differences, including discounts to and/or
sharing of, management fees, performance allocations, performance hurdles, withdrawals, access
to information, minimum investment amounts, co-investment opportunities, reporting obligations,
and other rights or terms including those that may be requested in light of particular investment,
legal, regulatory or public policy characteristics of an investor). These rights, benefits or privileges
are not always made available to all Underlying Investors nor in some cases are they required to
be disclosed to all Underlying Investors. The disclosure and extension of any such rights, benefits
or privileges are governed by the corresponding Governing Documents and/or applicable law.
We do not participate in any wrap fee programs.
In December 2015, the SDLP was established to make first lien senior secured loans, including
certain stretch senior and unitranche loans to U.S. middle-market companies. ACM and Varagon
serve as co-managers of the SDLP. Varagon was formed in 2013 as a lending platform by
American International Group, Inc. (NYSE:AIG) and other partners. The SDLP may generally
commit and hold individual loans of up to $450 million. ARCC and certain Clients may directly
co-invest with the SDLP to accommodate larger transactions. ARCC provides capital to the SDLP
in the form of subordinated certificates (the “SDLP Certificates”), and Varagon provides capital
to the SDLP in the form of senior notes, intermediate funding notes and SDLP Certificates. ARCC
and Varagon own 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates. As of
December 31, 2023, ARCC and Varagon and its clients had agreed to make capital available to
the SDLP of $6.2 billion in the aggregate, of which $1.4 billion is to be made available from
ARCC. The SDLP is capitalized as transactions are completed. All portfolio decisions and
generally all other decisions in respect of the SDLP must be approved by an investment committee
of the SDLP (the “JV Investment Committee”) consisting of representatives of ARCC and
Varagon (with approval from a representative of each required).
Varagon and ARCC each have agreed to refer investments in unitranche loans to borrowers with
trailing annual EBITDA of at least $25 million to the SDLP pursuant to sourcing agreements, but
may also elect to refer other investments. All material investment decisions by the SDLP require
the approval of both Varagon and ARCC. In addition to their respective interest in SDLP securities,
both Varagon and ARCC have the right, but not the obligation, to directly invest in a portion of
each term loan in which the SDLP invests.