Welcome to Ares Management Corporation's Third Quarter Ended September 30, 2019 Earnings Conference Call. At this time, all participants are in a listen-only mode. As a reminder this conference call is being recorded on Thursday October 31, 2019. I will now turn, the call over to Carl Drake, Head of Public Company Investor Relations for Ares Management.

Thank you, Hailie. Good afternoon. Happy Halloween and thank you for joining us today for our third quarter 2019 conference call. I'm joined today by Michael Arougheti, our Chief Executive Officer; and Michael McFerran, our Chief Operating Officer and Chief Financial Officer. In addition Bennett Rosenthal, co-head of our Private equity Group; Kipp deVeer, Head of our Credit Group will be available for the question-and-answer session. Before we begin I want to remind you that comments made during the course of this conference call and webcast contain forward-looking statements and are subject to risks and uncertainties. Our actual results could differ materially from those expressed in such forward-looking statements for any reason including those listed in our SEC filings. We assume no obligation to update any such forward-looking statements. Please also note that past performance is not a guarantee of future results. Moreover please note that performance of and investment in our funds discrete from performance of and investment in Ares Management Corporation. During this conference call we refer to certain non-GAAP financial measures such as fee-related earnings and realized income. We use these as measures of operating performance not as measures of liquidity. These measures should not be considered in isolation from or as a substitute for measures prepared in accordance with GAAP. These measures may not be comparable to like-titled measures used by other companies. In addition please note that our management fees include ARCC Part I fees. Please refer to our third quarter earnings presentation we filed this morning for definitions and reconciliations of the measures to the most directly comparable GAAP measures. This presentation is also available under the Investor Resources section of our website at www.aresmgmt.com and can be used as a reference for today's call. I'd like to remind you that nothing on this call constitutes an offer to sell or a solicitation of an offer to purchase an interest in any securities of Ares or any other person including any interest in any fund. This morning we announced that we declared our fourth quarter common dividend of $0.32 per Class A common stock of 14% year-over-year increase. Dividend will be paid on December 31 to holders of record on December 17. We also declared our quarterly preferred dividend of $0.4375 per Series A preferred share which is payable on December 31 2019 to effective holders of record on December 13. Now I'll turn the call over to Michael Arougheti who will start with some quarterly financial and business highlights.

Thanks, Carl. Good afternoon, everyone. Our third quarter results marked our 10th consecutive quarter of sequential AUM management fee and fee-related earnings growth. All of these metrics grew in the mid-teens or better on a year-over-year basis. Our AUM and fee-paying AUM increased 15% and 18% respectively. Our management fees increased 22% and our fee-related earnings increased 35% versus the prior year. We're also pleased to see our FRE margins meaningfully expand during Q3. Our FRE margin increased to 33% from just under 31% last quarter driven by a pickup in management fees across all three investment groups from a combination of deployment and strong fundraising activities. Continued strength in our fund performance is highlighted by the 38% growth in our accrued net performance fees year-to-date. During the third quarter we added $3.5 billion in new gross capital commitments which brings our year-to-date commitments to $17 billion and our last 12-month gross commitments to over $27 billion. We continue to expand our wallet share with our existing client base and we have seen a strong influx of new investors to the platform. Of the capital raised directly from institutions in the third quarter approximately 80% was from existing Ares fund investors and 20% from new investors. Clearly the deepening of our valuable relationships with our clients continues to drive our growth as we perform and expand our solutions across the entire platform. For the third quarter we continue to raise capital across all three of our groups. In our credit group we raised approximately $2.3 billion across various strategies including U.S. and European direct lending alternative credit and U.S. and European liquid credit. Within private equity we also added about $300 million to our energy and special opportunity strategies. In real estate we held the final close for our fifth…

Thanks, Mike. I'll begin with, a review of our third quarter results and then we will provide some commentary in our current positioning and forward outlook. For the third quarter we reported fee-related earnings of $86.7 million which represents a 35% increase over prior year and a sequential 13% increase over the second quarter of this year. As Mike stated this represents our 10th sequential quarter of FRE growth. Our fee-related earnings were primarily driven by management fee growth of 22% over prior year through both incremental capital raised during the quarter and deployment of capital where we are paid on invested amounts. While management fees grew 22% over prior year the growth in fee-related earnings of 35% over prior year reflects the fact that, we are growing top line revenue faster than expenses and capturing exponential FRE growth as a result. This is demonstrated as well through our operating margin which we refer to as our FRE margin. Our FRE margin increased to 33% for the quarter from just under 31% in the second quarter and 30% for several quarters preceding that. On our last earnings call I said we expect to achieve margins in the mid-30s within 18 to 24 months. As a considerable amount of our AUM pays us on amounts invested our expense growth precedes revenue growth as we raise deploy and manage new funds on our strategies that pay us on invested capital most notably Direct Lending. For context we have grown our FRE margin to 33% from 24% in the first quarter of 2016 26% in the first quarter of 2017 and 30% in the first quarter of this year. We believe we can continue to expand our margins in future periods into the mid-30s as we benefit from scale and execute on the…

Thanks Mike. So in summary we are executing well across all aspects of our business strategic expansion capital raising and investment performance and we believe that we have laid a very strong foundation for future growth. We have great visibility into next year's fundraising pipeline and we expect it to be a very strong year. The secular growth trends supporting our franchise continue to accelerate and we firmly believe that the best is yet to come for our business. With that operator if you could please open up the line for questions.

[Operator Instructions] Our first question comes from Mike Carrier with Bank of America Merrill Lynch.

Morning. Thanks for taking a question.

Morning.

Maybe first one just on the FRE and the growth. Mike I think you guys mentioned maybe a little bit like some catch-up fees in the quarter. Just maybe what drove that? And then I guess just with the outlook. It seems like from a fundraising standpoint you've got a lot going on over the next 12-plus months. And so we can try to size that opportunity. But with the 33% margin like mid-30s seems like you're kind of already there. So maybe just a little bit more context around like the opportunity as that fundraising cycle goes through.

Sure. Why don't we start with catch-up fees? Every quarter we usually do have some catch-up fees. I think in this quarter it was around $8 million related closes of funds in our real estate business and in private equity. So really where you have catch-up fees is when you have subsequent closes to a fund that pays you on committed capital you receive an accelerated fee as if those investors had been in since day 1. So that's ordinary course for us. On the margin opportunity of 30s you're right. I don't know if 33% is mid-30s or 34%. I think in our view we have continued to expand the margin as we said. When we talked about the 18- to 24-month horizon we mentioned last quarter it really was that 35% or better target. So I do think we are getting there quickly. Whether that's two quarters from now or three really depends on the timing of deployment and when new funds go online and start earning fees. But we have great conviction that we will continue to show healthy sequential margin expansion in the quarters ahead.

Okay. And then just -- go ahead.

I was just going to say as far as the FRE growth outside of the margin I think we have repeatedly said based on the capital we have to deploy the fee waiver rolling off and the fundraising ahead of us we maintain our conviction that we should be able to continue to grow at fee-related earnings at an annual rate of 15% or better.

Okay. Yes that's helpful. And then just on the credit side. So your performance was healthy and it seems like you guys were active on the deployment side. It seems like there's some dislocation in the leverage loan market. So just wanted to get your perspective if it's creating any opportunities or challenges in any parts of the credit business.

Sure. I think there has been a little bit of a dislocation in the leverage loan market consistent with some of the themes that we have talked about in prior quarters which is generally a dispersion in the market and probably more sensitivity around quality of underlying borrowers. So recently we have effectively seen a sell-off in weaker single B credit in favor of higher-rated BB credit. That's created some opportunities for us because with that volatility and our market position in the liquid markets we think that we can capture excess return. And importantly in our direct lending business we now get to refer to a wider spread environment as we are pricing new loan transactions. Also typically when we get into a market like the one we are in now where we see some price movement in the single B side of the market the banks will tend to de-risk and that creates an opportunity for the direct lending businesses at the upper end of our typical target range. The downside is obviously there's some price action that finds its way through our CLO portfolio. So you'll notice in the quarter that we had some mark-to-market volatility within the pricing of our CLO book. That in and of itself doesn't bother us because those are bought and held and are still performing in line if not better with our original expectation but it will show up with some mark-to-market volatility in the CLO book.

Okay, Thanks a lot.

Our next question comes from Craig Siegenthaler with Credit Suisse.

Good afternoon, everyone. I have a follow-up here on fundraising. So can you help us with the timing of the fundraising and the related management fee lift on the $9-ish billion for ACOF VI? And will there be a step down in fees related to ACOF V when the fees for VI turn on?

So the timing is we are in the market right now with ACOF VI. And if I was going to guess I would assume we are going to start deploying that probably in no later than the beginning of the third quarter is when I would expect it to be turned on. And so we have -- I don't know if that answers your question. There is a step down in the fee.

Yes. And I'm sorry is there a step down in ACOF V?

There is a step down yes.

And Craig maybe stating the obvious is...

Even a slight -- half the margin fee or...

Around that, yes. [Indiscernible] off of deployed not off of committed.

Deployed not committed. Okay. And then just my last one here and it's sort of related. But I mentioned -- I heard you mention that you're going to be raising for ACOF VI here in the fourth quarter. Is it way too early to expect a -- like a first close in the fourth quarter here? Or is this something we should think about more reasonably in the first half of 2020?

Yes. Yes that would be correct.

All right. Thanks for taking my questions.

Thank you.

The next question comes from Ken Worthington with JPMorgan.

Hi, good afternoon. With regard to fundraising you highlighted new investors and the various products that are in the market today. Can you tell us how the geographic mix of these new customers is evolving? With the rate environment sort of more negative in Europe and still negative in Japan are you increasingly seeing investors from those regions making up a bigger part of your investor base?

Yes is the simple answer maybe to drill down on it and we have talked about this before. Given the interest rate environment we are seeing just secular demand trends in every class of investor institutional and retail and from every part of the globe. We have seen an uptick as you would expect in appetite particularly for alternative fixed income product from the insurance community which we have talked about on prior calls and obviously is a fundamental underpinning for our growing Aspida strategy. And then there are new geographies that are coming online Japan being one of them. The offset to that maybe stating the obvious is currency translation. And so as we are thinking about structuring new product to meet that global demand you have to look at the return net of the currency adjust. I think one of the benefits that we have given the global footprint is we are actually raising local currency funds in some cases for local currency investors.

Okay. Great. And besides the obvious impact of larger fund sizes as a result of a broadened investor base anything that you're seeing on the fee side? Any -- even if it's not necessarily fees maybe concessions or terms that are maybe favoring you versus favoring investors were demand to not be as broad based?

No. I think the fee profile across everything we do has been very stable. And as we have said before the benefit of being a scale provider in self-originated illiquid markets is you just don't see the same type of fee pressure and fee compression that you see in the traditional liquid markets. You don't see the pressure from passive investing etc. etc. So the fee rates have been stable. And when you look at the mix and it's working its way through the P&L our average fee rate is actually going up which is a pretty interesting trend.

Great, thanks. Thank you very much.

Thanks, Ken.

Our next question comes from Chris Harris with Wells Fargo.

Thanks, guys. Hey, Mike you mentioned another possible private equity exit that may hit in the fourth quarter. Is it possible to size that potential for us?

We highlighted it as -- we talked about the one that's happened which I gave the number of $0.10 after-tax RI. This one because I'm actually hesitant to do so really because of the timing of it we are uncertain and there could be other transactions that come up. As you can imagine at any given point some things move faster and some things move slower. But it's -- again it would be additive to RI.

Okay. Just the other thing was interesting about this quarter's results is it looks like the performance fee compensation ratio dipped down quite a lot. What happened there? And what is the outlook would you say going forward for that number?

Yes I think historically it runs in the low 70s. I think it -- I would think that will be fairly consistent going forward. In any given quarter a bit of the mix of strategies and what we comp for different fund families but I think kind of that historical 72% is the right way to continue to forecast it.

Yes. And in this quarter particularly we have one legacy set of investment vehicles that came over in the acquisition of area where we have a different and more favorable split that affected the numbers this quarter.

Alright, thanks, guys.

Thank you.

Our next question comes from Robert Lee with KBW.

Great. Thanks. Good afternoon. Thanks for taking my question.

Pleasure.

Maybe just following up to some questions about scale. So I think in direct lending clearly you have your broad-based donation platform. You've been investing in it but it does feel like you clearly have a lot of other people trying to -- whether it's rush into the market or expand into the market. And how is that kind of -- and given your own growing size in the competitive environment how are you kind of adjusting to that when you -- as you make -- as you deploy capital is it forcing you or causing you to look at larger -- somewhat larger transactions? How are you adopting to kind of that increased competition and all the capital coming in?

So it's a couple of things. One I would just highlight there's a lot of conversation about the growth in private credit markets and the direct lending market specifically. But when you actually look at the growth in that market relative to the growth of the high-yield bond market the leverage loan market the high-grade fixed income market the private equity market and the public equity markets it's actually pacing almost right on top of those. And so the growth of that market in and of itself doesn't cause us great concern. It's obviously growing in line with the other capital formation we are seeing in the public and private markets. If you look at a lot of the capital formation in private credit and in direct lending specifically it's in sub-$500 million funds and there are actually very few managers within those strategies we being one of the largest that have been able to raise multibillion-dollar funds off of pre-financial crisis track records. And so while we are seeing increased competition we think the competitive advantages that we have created in origination i.e. the number of people and the number of offices we have in the U.S. and Europe is a big differentiator. As I mentioned in the prepared remarks the biggest way to defend is continue to invest in the existing book. And we talk a lot about that with regard to the ARCC performance both in terms of deployment and credit 40% to 60% depending on the quarter of the dollars that we are deploying are into existing borrower relationships with companies that have been in the portfolio and well underwritten for a very long time. Those come -- tend to come with less economic pressure on terms and less competition and that's been a big benefit. So just the embedded relationship network that we have is a big way to defend. The other thing that we do is we keep looking to invest in new markets leveraging the same playbook that we have used in direct lending such as alternative credit places like special opportunities where we are able to put considerable people and considerable scale and flexible capital against the market opportunity in ways that other people can. And so we are constantly building out new opportunities to generate excess return for our investors as the direct lending market continues to mature.

Right, thank you. That was the only question I had. Thanks.

Thanks.

Our next question comes from Alex Blostein with Goldman Sachs.

Hey, how's everybody doing? Two questions. I guess first on deployment. I think $8 billion maybe was a record or near record. And I know Mike you gave some general comments around kind of where you guys saw opportunities in the quarter but maybe give a little bit more specificity in terms of how concentrated deployment was or fairly broad-based. Any sectors in particular that you guys found I guess incremental value? And going forward if we continue to see a similar backdrop in the loan markets is it reasonable to expect a more elevated pace of deployment into Q4 and into 2020?

Sure. So the good news about the deployment it was $8.2 billion total $7 billion in our drawdown funds. And if you look at the biggest contributors corporate private equity was about $1.9 billion. We did two very attractive transactions there that drove the bulk of that deployment one of them I referenced in our prepared remarks. Our European direct lending business deployed about $1.8 billion so similar size. And U.S. direct lending was about $1.7 billion. So that was the bulk of the contribution. But we were busy across the platform real estate equity real estate debt special ops all credit. But the three big contributors were corporate PE and EU and U.S. direct lending. It's still a little too early to tell but I would expect -- and we saw this remember last December as well as we head into the end of the year if there's continued volatility in the loan market and we start to get into a similar situation where we are seeing year-end tax selling and risk positioning within the banks it could meaningfully impact deployment to the upside toward the end of the year but we are not quite at a place where we can say that that's happening yet.

Got it. Fair enough. And then my second question just around fee-related expenses. I guess when you look back over the last three years I think if expenses grew around 12-ish percent rate sort of per year on average and I know there might be some kind of volatility quarter-to-quarter. But on average that seems like that's been the rate. A lot of it is coming on the G&As and non-comp side of things. And again given the build out of the platform that makes a lot of sense. So as you guys look out is there any reason why expense growth should accelerate off of that 12% run rate? So thinking over the next kind of two to three years. If so in what areas? Or should we be thinking about that growth rate moderating?

I actually would expect -- I don't expect it to accelerate. And actually I think as we continue to capture the benefits of scale I would expect to see that moderate to some extent over the next few years.

Okay, thanks.

Thank you.

Our next question comes from Michael Cyprys with Morgan Stanley.

Hi, good afternoon. Thanks for taking the question. Just wanted to circle back on the private credit business. I understand most of it is sponsor-related business today. But I was just hoping you could talk to the non-sponsor portion of the private credit business. Just if you could size it up how large is that today versus say a year ago? And what steps are you taking to build out the non-sponsor part of the business? And broadly how are you seeing the opportunity set there?

Sure. So I think it's important when we talk about private credit that folks understand that when we talk about private credit at Ares we are not just talking about corporate cash flow middle-market lending. That is a big part of our franchise but not the only part of our franchise. And I think that it under sizes the global opportunity in private credit generally. So when we talk about private credit we talk about middle-market cash flow lending. We talk about self-originated asset-backed and asset oriented lending which is alternative credit. We talk about real estate lending. And then we talk about all of our opportunistic credit businesses. So when you look at the $106 billion of credit and you add real estate to it it's about $111 billion. $70 billion of it is direct lending about $10 billion is alternative credit. And as I mentioned in the prepared remarks $5 billion in real estate. So the first -- the reason for all of that detail is when you really think about the franchise you have to look at the commercial real estate credit opportunity and the alternative credit opportunity as largely a non-sponsored business even though we may be financing institutionally owned assets and properties think of that as non-sponsored. And then within the cash flow lending business on a book of that magnitude our sponsor -- our non-sponsored business is actually quite sizable typically has run historically somewhere between 10% and 20% depending on where we are in the cycle. Right now it's probably on the lower end of that range. The way that we attack that as the franchise builds is two ways. One we have a group of folks that all they do is call directly on companies and intermediaries as a solution provider direct to corporate. And I think as you've heard us talk about particularly with regard to the growth in ARCC we also have organized ourselves around core industry capabilities and we are building relationships that are specific to the non-sponsored community in places like healthcare and life sciences software oil and gas infrastructure et cetera.. It's a longer sales cycle. It is a harder effort in terms of origination. It tends to come with more portfolio management effort but commensurate with that comes higher return. So we continue to be very focused on it. I think you'll continue to see that part of the business build as our footprint continues to grow. And obviously given the platform the private equity positioning that we have and the real estate equity positioning we do see a number of companies find their way into the private credit book that are getting sourced from relationships that exist elsewhere in the franchise.

Great. And just maybe a follow-up question on the strategic joint venture in Australia. Can you just talk about how the structure is going to work? What parts of your business are you putting into this? And how we should see this impacting the P&L? And maybe just more strategically what drove you to pursue this sort of partners infrastructure versus kind of going it alone? And where else could it make sense for Ares to take a similar sort of JV approach?

Yes. We've -- the way I think about it is we will typically think about a buy versus build around various distribution channels or geographies and we will lean more toward these JV type of structures if we feel that we can drive more efficient growth through a partnership than building the infrastructure directly. To put that in perspective Fidante has about $40 billion in AUM and 180 employees. They have a presence in that market that would be very difficult for us to replicate. Over time in theory we could but we do have a fair amount of conviction and sense of urgency around the opportunity there particularly for alternative fixed income. And at a high level so that people appreciate it if you look at the superannuation system in Australia today it's about 2.6 trillion. Given the demographics of that country and the way that that system is set up that should accelerate to over seven trillion in the next 15 years. But when you look at how those dollars are getting invested relative to other parts of the world only about 10% of the retirement dollars in the Australian market are currently geared toward fixed income investment and that's versus that 40% when you look at the rest of the developed countries globally. So it's very interesting from an end market perspective particularly given what we are capable of in and around sub-investment grade and high-grade fixed income alternatives. You have a growing market that's underpenetrated vis-a-vis fixed income. And so we couldn't be more excited about the partnership. It's got a wonderful track record in the region. And we think that through the JV structure we can just be in the market quicker and be in the market with a much broader set of our products. I think initially you should expect that it will be largely coming out of our credit business. But given the breadth of relationship there obviously we will get to leverage the infrastructure to distribute all of our products deeper into the region.

Right, thank you.

Our final question comes from Kenneth Lee with RBC Capital Markets.

Thanks for taking my question. And this is just briefly related to the previous one about the Australia partnership. In the past you've talked about the desire to expand non-U.S. distribution. Just wondering just curious what other geographies could potentially be good fits over the near term as you think about further expanding distribution?

Yes. I think for now that we are -- it's interesting. You can see it coming through in the fundraising numbers we have been heavily investing in our own distribution that's predominantly institutional. And we have most of the world very well covered with our own relationship managers and sales folks say for parts of the Latin American region where we have used some third parties before. So if I had to pick one it would probably be in Latin America but that market is still developing and it's too early to tell exactly how we will attack it long term. But I think with this joint venture and the investments that we have made in our own distribution we are pretty well covered to meet our fundraising objectives for the foreseeable future.

Great. And just one follow-up if I may. You talked about recently raising funds for a European real estate fund. But just broadly speaking in terms of the real estate side of the business just want to get your latest thoughts about what you see as being the key growth opportunities there over the next few years.

Yes. Look our real estate -- it's funny our real estate business is probably one of our fastest growing businesses. Track record of performance there which you all can see publicly has really been best-in-class and that's showing up in the sequential increase in fund size every time we bring a product to market. We talked about the success we just had getting to the hard cap pretty quickly on our fifth fund but we are experiencing similar momentum in our two current funds that are in the market. So I think you'll continue to see steady-state growth opportunity in those core real estate fund families. We are seeing accelerated growth in our real estate credit business both in our traditional value-add lending franchise within our mortgage REIT and our SMAs. But the biggest bright spot there has been as I mentioned in our prepared remarks the growth in our open-ended fund families as we are probably moving a little bit higher up the capital stack taking a little bit less risk but going after some of that demand from insurance companies others -- and others for high-grade fixed income alternatives. In terms of growth opportunities what I like about the real estate opportunity for us it's our single largest addressable global market. It is still very fragmented from a competitive standpoint. It is institutionalizing both in terms of the borrower and operator community. And at our current size we are still a top 10 or top 15 institutional real estate manager but I think that there's a lot of white space to grow in existing businesses in existing geographies but also getting into new geographies and different parts of the capital structure.

Great, very helpful. Thank you.

Thank you.

As we have no further questions this will conclude our question-and-answer session. I would like to turn the conference back over to Mike Arougheti for any closing remarks.

Don't have any. I just want to wish everybody a happy Halloween. And for all of our colleagues in California who are dealing with the fires we hope everybody stays safe and just putting out our best wishes for you and your families. And we will talk to everybody next quarter. Thank you.

Ladies and gentlemen this concludes our conference call for today. If you missed any part of today's call an archived replay of this conference call will be available through December First 2019 by dialing 877-344-7529 and to international callers by dialing 1-412-317-0088. For all replays please reference conference number 0 -- 10134440. An archived replay will also be available on a webcast link located on the homepage of the Investor Resources section of our website.