Ares Management (ARES) risk factors: FY2025 10-K

1. Difficult market and political conditions may adversely affect our businesses in many ways, including by reducing the value or hampering the performance of the investments made by our funds or reducing the ability of our funds to raise or deploy capital, each of which could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.
2. Our business depends in large part on our ability to raise capital from investors. If we were unable to raise such capital, we would be unable to collect management fees or deploy such capital into investments, which would materially reduce our revenues and cash flow and adversely affect our financial condition.
3. We depend on our executive officers, senior professionals and other key personnel, and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects.
4. Our failure to appropriately address conflicts of interest could damage our reputation and adversely affect our businesses.
5. Conflicts of interest may arise in our allocation of co-investment opportunities.
6. The investment management business is intensely competitive.
7. Poor performance of our funds, or a failure or slowdown in deployment, would cause a decline in our revenue and results of operations and could adversely affect our ability to raise capital for future funds.reworded
8. ARCC’s management fee comprises a significant portion of our management fees.
9. We may not be able to maintain our current fee structure as a result of industry pressure from fund investors to reduce fees, which could have an adverse effect on our profit margins and results of operations.
10. A portion of our revenue, earnings and cash flow is variable, which may make it difficult for us to achieve steady earnings growth on a quarterly basis and may cause the price of shares of our Class A common stock to decline.
11. Our use of leverage to finance our businesses exposes us to substantial risks.
12. We are exposed to risks associated with changes in interest rates.Interest rates
13. Inflation has impacted and may in the future adversely affect our business, results of operations and financial condition of our funds and their portfolio companies.reworded
14. Operational risks may disrupt our businesses, result in losses or limit our growth.
15. Our capital markets activities expose us to risks that could limit our revenue growth and expose us to losses from counterparties.new
16. We are subject to risks in using prime brokers, custodians, counterparties, administrators and other agents.
17. Rapid growth of our businesses, particularly outside the U.S., may be difficult to sustain and may place significant demands on our administrative, operational and financial resources.
18. We may enter into new lines of business and expand into new investment strategies, geographic markets, strategic partnerships and businesses, each of which may result in additional risks, expenses and uncertainties in our businesses.
19. If we are unable to consummate or successfully integrate new businesses and strategies, acquisitions or joint ventures, we may not be able to implement our growth strategy successfully.reworded
20. Our financial support to particular structured financing vehicles, or our inability to provide support, may cause our AUM, revenue and earnings to decline.new
21. Hedging strategies may adversely affect the returns on our cash flow and financial condition and funds’ investments.reworded
22. Our risk management strategies and procedures may leave us exposed to unidentified or unanticipated risks.
23. Restrictions on our ability to collect and analyze data regarding our clients’ investments could adversely affect our business.

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1. Extensive regulation affects our activities, increases the cost of doing business and creates the potential for significant liabilities and penalties that could adversely affect our businesses and results of operations.
2. Overview of our regulatory environment and exemptions from certain laws.
3. Federal regulation.
4. State regulation.
5. Regulatory environment of our funds and portfolio companies of our funds.
6. Changes in relevant data protection laws could necessitate changes to the steps taken by our funds for the purposes of complying with such laws and the way in which personal data is transferred between our funds.
7. Regulations impacting the insurance industry could adversely affect our business and our operations, and our provision of products and services to insurance companies, including through Aspida, subjects us to a variety of risks and uncertainties.
8. Employee misconduct and failure to comply with applicable laws, obligations and standards could harm us by impairing our ability to attract and retain investors and subjecting us to significant legal liability, regulatory scrutiny and reputational harm.reworded
9. Regulatory changes in jurisdictions outside the U.S. could adversely affect our businesses.

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1. Alternative Investment Fund Managers Directive
2. Economic Crime and Corporate Transparency Act 2023

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1. Regulations governing the operation of our business development companies affect their ability to raise, and the way in which they raise, additional capital.
2. The publicly-traded and perpetual wealth investment vehicles that we manage are subject to regulatory complexities that limit the way in which they do business and may subject them to a higher level of regulatory scrutiny.
3. Failure to comply with “pay to play” regulations implemented by the SEC and certain states, and changes to the “pay to play” regulatory regimes, could adversely affect our businesses.
4. Increased regulatory scrutiny and uncertainty with respect to expense allocation may expose us to additional risk.reworded
5. Increasing scrutiny from stakeholders and regulators with respect to sustainability—or ESG—matters could impact our or our funds’ portfolio companies’ reputation, the cost of our or their operations, or result in investors ceasing to allocate their capital to us, all of which could adversely affect our business and results of operations.reworded
6. New and evolving and sometimes conflicting sustainability/ESG regulations and disclosure expectations could increase our compliance costs and expose us to enforcement, litigation or fundraising constraints.new
7. Economic sanction laws in the U.S. and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies, which could negatively impact our business, financial condition and operating results.
8. The U.K.’s divergence from the EU (“Brexit”) could adversely affect our business and our operations.reworded
9. Failure to comply with regulations related to financial crimes, fraud and other deceptive practices or other misconduct at our funds’ portfolio companies, properties or projects could subject us to liability and reputational damage and also harm our businesses.reworded
10. Adverse regulatory and legal developments relating to SPACs and their sponsors could adversely affect our business and reputation and result in significant losses and expenses.

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1. The historical returns attributable to our funds should not be considered as indicative of the future results of our funds or of our future results or of any returns expected on an investment in shares of our Class A common stock.
2. Valuation methodologies for certain assets can be subject to significant subjectivity, and our value of an asset may differ materially from the value ultimately realized.
3. The valuation process for the portfolio holdings of our registered funds and BDCs that we manage may create a conflict of interest.reworded
4. Market values of debt instruments and publicly-traded securities that our funds hold as investments may be volatile.
5. Our funds may be unable to deploy capital at a steady and consistent pace, which could have an adverse effect on our results of operations and future fundraising.
6. Dependence on significant leverage by our funds subjects us to volatility and contractions in the debt financing markets could adversely affect our ability to achieve attractive rates of return on those investments.
7. Some of our funds may invest in companies that are highly leveraged, which may increase the risk of loss associated with those investments.
8. Many of our funds invest in assets that are high risk, illiquid or subject to restrictions on transfer and we may fail to realize any profits from these activities ever or for a considerable period of time or lose some or all of the capital invested.
9. Government policies regarding certain regulations, such as antitrust law, or restrictions on foreign investment in certain of our funds’ portfolio companies or assets can also make it more difficult for us to deploy capital in certain jurisdictions and limit our funds’ exit opportunities.
10. Certain of our funds utilize special situations and distressed debt investment strategies that involve significant risks.
11. Certain of the funds or accounts we advise or manage are subject to the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code, and our businesses could be adversely affected if certain of our other funds or accounts fail to satisfy an exception under the U.S. Department of Labor’s “plan assets” regulation.
12. Our funds may be held liable for the underfunded pension liabilities of their portfolio companies.
13. Contingent liabilities could harm fund performance.
14. Our failure to comply with investment guidelines set by our clients and/or investors could result in damage awards against us or a reduction in AUM, either of which would cause our earnings to decline and adversely affect our business.
15. Third-party investors in certain of our funds with commitment-based structures may not satisfy their contractual obligation to fund capital calls when requested by us, which could adversely affect a fund’s operations and performance.
16. Our funds make investments in companies that are based outside of the United States, which may expose us to additional risks not typically associated with investing in companies that are based in the United States.
17. Investments in emerging markets are subject to greater risks than those in more developed markets.
18. Many of our funds make investments in companies that we do not control and may rank junior to preferred equity and debt in a company’s capital structure.reworded
19. We may need to pay “clawback” or “contingent repayment” obligations if and when they are triggered under the governing agreements with our funds.
20. We derive a substantial portion of our revenues from funds managed pursuant to management agreements that may be terminated. In addition, the investment management agreements related to our separately managed accounts may permit the investor to terminate our management of such accounts on short notice.new
21. Investors in certain of our funds, including our open-ended funds, may redeem their investments in these funds. Third-party investors in many of our funds have the right to remove the general partner of the fund and to terminate the investment period under certain circumstances. These events would lead to a decrease in our revenues, which could be substantial.reworded
22. Customized separate account and advisory account fee revenue is not a long-term contracted source of revenue and is subject to intense competition.
23. We are vulnerable to an increased number of investors seeking to participate in share redemption programs or tender offers of our perpetual wealth vehicles.
24. Our funds may be forced to dispose of investments at a disadvantageous time. Furthermore, we may have to waive management fees for certain of our funds in certain circumstances.
25. Our credit funds are subject to the risks inherent in the private credit industry.new
26. Our Real Assets Group funds are subject to the risks inherent in the ownership and operation of real assets and the construction and development of real assets.reworded
27. Certain of our funds invest in the power, infrastructure and energy sector which is subject to significant market volatility and may expose us to increased environmental risks and liabilities inherent in the ownership of real assets. As such, the performance of investments in the energy sector is subject to a high degree of business and market risk.
28. Our investments in infrastructure assets may expose us to increased risks and liabilities.
29. Certain of our funds invest in secondaries investment products that we do not control.new
30. Our Private Equity Group funds’ performance has been and may in the future be adversely affected by the financial performance of our portfolio companies and the industries in which our funds invest.new
31. Climate change and related transition and physical risks could adversely affect our operations and those of our portfolio companies and increase costs (including insurance costs).new

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1. If we were deemed to be an “investment company” under the Investment Company Act, applicable restrictions could make it impractical for us to continue our businesses as contemplated and could have a material adverse effect on our businesses.
2. Due to the disparity in voting power among the classes of our common stock, holders of our Class A common stock will generally have no influence over matters on which holders of our common stock vote and limited ability to influence decisions regarding our business.
3. The Holdco Members are able to significantly influence the outcome of any matter that may be submitted for a vote of holders of our common stock.
4. Potential conflicts of interest may arise among the Class B Stockholder and the Class C Stockholder, on the one hand, and the holders of our Class A common stock and/or Series B mandatory convertible preferred stock, on the other hand.
5. As a “controlled company,” we qualify for some exemptions from the corporate governance and other requirements of the NYSE.
6. Certain actions by our board of directors require the approval of the Class B Stockholder, which is controlled by the Holdco Members.
7. Our certificate of incorporation states that the Class B Stockholder is under no obligation to consider the separate interests of our other stockholders and contains provisions limiting the liability of the Class B Stockholder.
8. The Class B Stockholder will not be liable to us or holders of our Class A common stock for any acts or omissions unless there has been a final and non-appealable judgment determining that the Class B Stockholder acted in bad faith or with criminal intent, and we have also agreed to indemnify other designated persons to a similar extent.
9. The provision of our certificate of incorporation requiring exclusive venue in the Court of Chancery in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against us and our directors, officers and stockholders.
10. Our ability to pay dividends to the holders of our Class A and non-voting common stock may be limited by our holding company structure, applicable provisions of Delaware law and contractual restrictions or obligations.
11. The Class B Stockholder or the Class C Stockholder may transfer their interests in the shares of our Class B common stock or the shares of our Class C common stock, respectively, which could materially alter our operations.
12. Our certificate of incorporation also provides us with a right to acquire shares of our Class A common stock under specified circumstances, which may adversely affect the price of shares of our Class A common stock.
13. Other anti-takeover provisions in our charter documents could delay or prevent a change in control.

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1. The market price and trading volume of shares of our Class A common stock may be volatile, which could result in rapid and substantial losses for holders of our Class A common stock.
2. The market price of shares of our Class A common stock may decline due to the large number of shares of Class A common stock eligible for exchange and future sale.

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1. Changes in relevant tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities may adversely affect our effective tax rate, tax liability and financial condition and results.
2. Applicable U.S. and foreign tax law, regulations, or treaties, and changes in such tax laws, regulations or treaties or an adverse interpretation of these items by tax authorities could adversely affect our effective tax rate, tax liability, financial condition and results, ability to raise funds from certain foreign investors, increase our compliance or withholding tax costs and conflict with our contractual obligations.
3. Overview of certain relevant U.S. tax laws.
4. Overview of certain relevant foreign tax laws.
5. We will be required to pay the TRA Recipients for most of the benefits relating to our use of attributes we receive from prior and future exchanges of AOG Units and related transactions. In certain circumstances, payments to the TRA Recipients may be accelerated and/or could significantly exceed the actual tax benefits we realize.
6. Tax consequences to the direct and indirect holders of AOG Units or to general partners in our funds may give rise to conflicts of interests.
7. There may be potential conflicts in the tax treatment of carried interest.
8. Limitations on the amount of interest expense that we may deduct could materially increase our tax liability and negatively affect an investment in shares of our Class A common stock.

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1. Security incidents or cyber-attacks, affecting us or our third-party service providers, could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results.rewordedCybersecurity
2. Technological developments in artificial intelligence could disrupt the markets in which we operate and subject us to increased competition, legal and regulatory risks and compliance costs.newAI
3. We are subject to numerous privacy laws, and violation of such laws may subject us to significant fines or penalties, litigation, or reputational damage, and new privacy laws could impact our business and financial performance.
4. We may be subject to litigation risks and may face liabilities and damage to our professional reputation.
5. We may not be able to maintain sufficient insurance to cover us for potential litigation or other risks.
6. Events which harm our reputation or brand may impact our ability to attract and retain investors and raise new capital.

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Headings in the FY2024 10-K with no match this year.

1. Securitisation Regulation.
2. Our investments in subsidiaries that have sponsored SPACs and invested in their business combination targets may expose us to increased liabilities, and we may suffer the loss of all or a portion of our investments if the SPAC does not complete a business combination by the applicable deadline or the target is unsuccessful.
3. Our funds depend on investment cycles, and any change in such cycles could have an adverse effect on our investment prospects.
4. Many of our funds make investments in companies that we do not control.
5. We derive a substantial portion of our revenues from funds managed pursuant to management agreements that may be terminated or fund partnership agreements that permit fund investors to request liquidation of investments in our funds on short notice.
6. A downturn in the global credit markets could adversely affect our CLO investments.
7. Our funds may face risks relating to undiversified investments.
8. Climate change, climate change-related regulation and other efforts to reduce climate change and address sustainability concerns could adversely affect our business.