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M&A Announcement

Mar 31, 2021

Operator

Welcome to today's call announcing Ares Management Corporation's planned acquisition of Landmark Partners. At this time, all participants are in a listen-only mode. As a reminder, this conference call is being recorded on Wednesday, March 31st, 2021. I will now turn the call over to Carl Drake, Head of Public Company Investor Relations and Communications for Ares Management.

Carl Drake
Head of Public Company Investor Relations and Communications, Ares Management

Good morning, and thank you for joining us today to hear more about our planned acquisition of Landmark Partners. I am joined today by Michael Arougheti, our Chief Executive Officer, and Michael McFerran, our Chief Operating Officer and Chief Financial Officer, who will provide some prepared remarks on the strategic rationale and the financial impact of the transaction. We will also hold a question- and- answer session, and Francisco Borges, Landmark's Chairman and Managing Partner, and Timothy Haviland, Landmark's President and Managing Partner, will also be available for questions. This morning, we posted a press release and an investor presentation on our website with details on the transaction. You can find the press release and presentation on our website at www.aresmgmt.com under the investor resources section of our website.

Before we begin, I want to remind you that comments made during this call contain forward-looking statements and are subject to risks and uncertainties. All statements other than historical facts, including statements regarding the expected timing of the closing of the proposed transaction and the expected benefits of the proposed transaction, are forward-looking statements. Our actual results could differ materially, and we undertake no obligation to update any such forward-looking statements. Please also note that past performance is not a guarantee of future results. During this call, we will refer to certain non-GAAP financial measures, which should not be considered in isolation from or as a substitute for measures prepared in accordance with generally accepted accounting principles. Now I'll turn the call over to Michael Arougheti to discuss the transaction.

Michael Arougheti
CEO, Ares Management

Thank you, Carl. Good morning, everyone. We are absolutely delighted to gather this morning to announce that we've entered into a definitive agreement with BrightSphere Investment Group Inc and Landmark Investment Holdings LP to acquire 100% of Landmark Partners LLC. Founded in 1989, Landmark is one of the largest and most experienced investors in the fast-growing secondaries industry. As we've outlined in the past, we have three main criteria whenever we look at new acquisition opportunities. First, the acquisition must be strategically accretive to Ares, meaning that the acquisition needs to expand our capabilities, our product offering, and the market opportunity set. We also need high conviction in our ability to use the Ares platform to enhance and grow the acquired business. Second, the acquisition must be financially accretive to our earnings.

Finally, there must be a strong cultural fit given our focus on collaboration, entrepreneurship, responsible investing, and driving value for all of our stakeholders. I'm excited that this transaction checks all of these boxes, as it will add a high growth new product that strategically aligns with our existing sponsor and client relationships. The transaction will be immediately accretive to our earnings, and senior management team and employees of Landmark share the same set of core values that drive our firm. Landmark is a unique and valuable platform that will instantly bring us scale and capabilities in an attractive and growing global market. Over the last several years, the secondaries market has evolved to become more institutionalized, increasing from a limited number of bespoke transactions over a decade ago to more than $88 billion in GP and LP secondary market transactions per year.

As transaction volumes have accelerated, capital has flowed, and secondary fund AUM has grown at a compound annual growth rate of 15% since 2007. While the trajectory of this growth has been impressive, we believe that we are still in the early days of the development of this market. For example, the secondaries market volume is only 5% of primary market new fund volume and to date, and over 90% of the transaction volume has been in one asset class, private equity. As secondary market solutions continue to grow and as product capabilities expand into a broader universe of alternative assets beyond PE, such as real estate, infrastructure, and credit, we believe that there's a long and visible runway for significant growth. The continued move towards GP-led secondaries plays to our combined strength and should be an area of potential significant future growth as well.

We believe that these market trends, combined with Landmark's market tenure, trusted leadership, and extensive track record of product innovation, position the Landmark platform for strong future growth as part of Ares. Over the past 30 years, Landmark has developed deep secondary market investing capabilities with $28 billion in cumulative capital raised and transactions involving more than 2,400 underlying partnership interests across 800 + different sponsors. Today, Landmark manages approximately $19 billion in AUM across PE, real estate, and infrastructure strategies. The company is led by a team of 150 professionals across six offices in the U.S., Europe, and Asia, and has developed a loyal investor base of more than 600 global institutional investors. With its significant investment experience and an expansive network, Landmark is a go-to partner for financial sponsors and institutional LPs looking for secondary market transactions.

Their leadership position has led to strong sourcing and underwriting advantages, which has resulted in a long-term track record of attractive investment performance for their investors. This long-term track record is demonstrated through both Landmark's PE secondary strategy, which has generated over a 15% net IRR since inception in 1990. Its real estate secondary strategy, which has generated over a 25% net IRR since its inception in 1996. On the heels of this strong investment performance, Landmark has generated significant AUM growth, including a 17% compound annual growth rate over the past four years under BrightSphere's ownership. We believe the many advantages of the Ares platform can be a further catalyst to accelerate the growth of the Landmark business. First of all, we believe that Landmark's unique secondary solutions will be very attractive to our institutional and retail client base.

In addition, Landmark has a significant number of deep client relationships where Ares has limited interaction. In our analysis of Ares' 1,100 institutional clients and Landmark's 600 institutional clients, there is less than a 5% overlap of institutional clients invested with both firms. As you know, over the past five years, we focused on deepening our relationships and expanding our wallet share with our clients. Since 2015, we've increased the amount of capital committed by our clients to six or more funds by 24% annually, and the amount invested by clients in two or more product groups by 23% annually. We expect to be able to help Landmark meaningfully grow its flagship funds. We have a strong track record of integrating and expanding new LP relationships gained from strategic acquisitions, and we're very enthusiastic about the opportunity to offer Ares products to Landmark's 600 LP relationships.

For example, when we acquired the real estate platform AREA Property Partners in 2013, there were 130 LP clients that were new to the Ares platform, totaling nearly $3 billion in commitments. Since then, the AUM for those same relationships has nearly quadrupled to over $11 billion in commitments today, or a 20% compound annual growth rate over the past seven years. We also believe that Ares' longstanding and deep relationships with over 825 financial sponsors and 1,100 LPs will drive new sourcing opportunities for Landmark's investment teams. This should be further enhanced by our large global presence. We believe that a large sourcing funnel is the key to strong and lasting investment performance, and we believe that Landmark's investment team will be able to see even more investment opportunities through the Ares platform, supporting continued growth in their core strategies as well as new product offerings.

Finally, as I mentioned earlier, a key component to any acquisition is the cultural fit. We've known Landmark's leadership team for many years, and their focus on stewardship and collaboration aligns well with our firm's core values. One of the key components of value for this transaction is the Landmark team that will be joining Ares. The leadership team, led by Frank and Tim, have been with the company for an average of 17 years, and all of Landmark's 16 partners are joining Ares and will continue to manage the Landmark funds. Importantly, the management team at Landmark will receive a majority of the consideration in the form of Ares equity, which we believe highlights their confidence in the opportunity and our strong alignment of interest. There really are relatively few opportunities to acquire this kind of scale, market leadership, and cultural alignment in such an attractive high-growth industry.

We expect the combination of Landmark and Ares will drive meaningful investing advantages across Ares' platform, which will expand now to include five distinct but complementary investment groups in credit, private equity, real estate, strategic initiatives, and now secondaries. We look forward to both Frank and Tim leading this new product group for us, and we welcome the entire Landmark team to our firm. Now I'm going to turn the call over to Mike McFerran just to walk through the financial terms of the deal. Mike?

Michael McFerran
COO and CFO, Ares Management

Thank you, Mike, and good morning. As Mike mentioned, we believe this acquisition will be both strategically and financially accretive to the Ares platform. Landmark has approximately $18.7 billion in assets under management, which will bring Ares' total AUM to $216 billion and fee-paying AUM to $143 billion as of December 31st, 2020, based on combined year-end financials. In addition, the acquisition will grow our available capital for deployment to over $64 billion as of the end of the year. Last year, Landmark generated $147 million in management fees and an estimated $67 million in fee-related earnings. As a result, on a combined basis, we estimate our fee-related earnings would have been $492 million in 2020 after giving effect to completion of the transaction.

In addition, Landmark generated strong estimated FRE margins of approximately 46% for 2020, we anticipate the acquisition will be accretive to our FRE margins going forward. Overall, upon closing, we expect the transaction would have been immediately accretive to our 2020 FRE margins, and our after-tax realized income per share. Ares will provide $1.08 billion of total consideration to BrightSphere and to Landmark's current owners. The consideration consists of approximately $293 million in Ares Operating Group Units and $787 million in cash. We have access to significant liquidity to fund the cash portion of the transaction, including $530 million of cash on our balance sheet as of year-end, over $1 billion of borrowing capacity on our undrawn credit facility, as well as have further access to the capital markets.

We estimate the transaction will be mid-single digit accretive to our after-tax realized income per common share, regardless of how we elect to finance the transaction. In addition to being immediately accretive to earnings, we are excited about the growth prospects of Landmark over the coming years. As we have previously stated, Ares expects to generate year-over-year FRE growth of 15% or higher in the years ahead, and we expect similar growth for Landmark's business. We are excited about partnering with Frank and Tim and the entire team at Landmark. We expect the transaction to close in the second quarter of 2021, and is subject to customary closing conditions, including investor consents and regulatory approvals. With that, I'll hand it back over to Mike for some closing comments.

Michael Arougheti
CEO, Ares Management

Thanks, Mike. I just want to end by reiterating how excited we all are to be partnering with Frank, Tim, and the entire team at Landmark. This transaction is highly strategic for Ares, and we believe that Landmark will be an area of dynamic growth into the future. The combination of Landmark's leadership and the rapidly growing secondaries market, and our significant global sponsor and client relationships provides product and fundraising opportunities that should accelerate the growth of the business. Lastly, as I said, the team at Landmark is just full of great people with a culture that's well aligned with our values, and we're looking forward to working with all of them in the many years to come. Thanks everyone for your time and support this morning, and operator, we'll now open up the line for questions.

Operator

Thank you. At this time, if you would like to ask a question, please press star then one of your touchtone phone. If you would like to withdraw your question, please press star then two. Today's first question comes from Adam Beatty with UBS. Please go ahead.

Adam Beatty
Director of Equity Research, UBS

Thank you and good morning. Just want to ask about some of the emerging areas that Mike flagged in the opening, in the secondaries market. Particularly the GP-led solutions, and how you see the growth dynamics there. Obviously, the growth of the core Landmark businesses has been quite strong, but just interested in how you see that unfolding so far and what you expect going forward. Thanks.

Michael Arougheti
CEO, Ares Management

Sure. Thanks, Adam. As you mentioned, we think that there are a number of meaningful growth opportunities, expansion into credit, which is an emerging part of the market, leveraging Landmark's first mover position in real estate and infra. The globalization of the business away from the U.S. into Europe and the APAC region. Probably most important, as you point out, is the emergence of GP-led and single asset secondaries. This is a fairly new, but rapidly growing part of the market, and one that requires deep relationships, in the sponsor community, deep structuring capabilities, and significant capital scale, which is one of the things that led us to this acquisition.

I think most of the folks on the phone are aware that Ares actually executed on its first GP-led secondary transaction last year, in our Extended Value Fund in our private equity business. That was a transaction of roughly $1 billion. We've been exploring this as a GP across the platform. When you look at the growth of the business, this GP-led piece of it, we think is going to be driving a disproportionate amount of the growth in the market relative to the traditional LP. To put that in perspective, if you just look at transaction volumes, I referenced about $88 billion of volume. That was in 2019. Of that $88 billion, about $26 billion was GP-led. Five years prior, there was only $8 billion, and five years prior to that, the asset class didn't exist.

As we continue to see the amount of dry powder in the primary market continue to grow, and as we see the life cycle or duration of some of these funds extend, I think that's where you're going to start to see the explosion in growth in the GP side of the business.

Adam Beatty
Director of Equity Research, UBS

That's great, Mike. Thank you for the historical context. Appreciate it.

Michael Arougheti
CEO, Ares Management

Thanks.

Operator

Our next question today comes from Mike Carrier with BoA. Please go ahead.

Mike Carrier
Senior Research Analyst, BoA

Hi. Good morning. Thanks for taking the questions. It seems like a deal that makes a lot of sense. Since these businesses tend to be so much about talent, just can you explain both the incentives in place for the Landmark team, and maybe for the Landmark team, can you just provide some context on the investment team structure, like ages, any expected retirement, and then just the process of ensuring strong investment talent over time?

Michael Arougheti
CEO, Ares Management

Sure. Tim, Frank, why don't I hit the first one, and then you guys can give your perspectives. Mike, I think the good news is we've known the team a long time, in the business and as a client. As I mentioned, we have a very high conviction in the cultural fit. Two, there are 16 partners active in the business today. All are taking equity as part of consideration in the transaction. All are signing meaningful restrictive covenant agreements. All, as you know, are locked in and retained by the incentives resident in promote. As we also disclosed in the transaction announcement, we have put in place a management incentive program that is aligned to future fundraising performance and profitability of the business. We always have to get the economic and financial incentives right.

At the end of the day, we have a young, dynamic partnership group with a wonderful team of people that continue to grow through the organization that are economically aligned, but I think see the market opportunity the way that we do, and are excited to get to the platform where they can grow the business more significantly. Frank and Tim, I'll hand it over to you to give your perspective as well.

Francisco Borges
Chairman and Managing Partner, Landmark Partners

Sure. Thanks, Mike. This is Frank. Just a couple of points. I know Tim has some others. We've got depth across our various [initiative groups]. We've got a discrete set of partners who focus 100% of their time on real estate. We've got a discrete group of partners that focus on private equity, on real estate, on infra. There's tremendous depth. We did this on purposely a number of years ago, Tim and I, and the other partners, where we looked at ourselves, and we concluded that we're in a business where we're taking investors' capital for a significant amount of time, and that it was important for us to build an organization that had depth at every level. We've done that. We've got a dynamic, seasoned, and just capable group of partners, and below that, managing directors and directors.

We feel terrific about what we have in terms of talent. As you well know, this business is a talent business. We've been very fortunate to attract the best talent, incent them, and as Mike has indicated, we put in place an incentive program that is both attractive and one that we believe will continue to allow us to grow and expand. Tim?

Timothy Haviland
President and Managing Partner, Landmark Partners

Sure. There's not a lot more to add to that other than on the incentive side of things. For our team, it's always been the case that our interests are aligned with our investors, primarily through our carried interest participation. As our funds do well, our investors do well, and then there's an opportunity to generate some carried interest for the team. That's great alignment historically and going forward.

Michael Arougheti
CEO, Ares Management

I'll just add one more thing, just in terms of the benefits of these types of transactions, is coming to a platform like Ares as large and profitable as Landmark is, I just think that we bring a whole set of relationships, capabilities, and ability to invest in growth and team that is unique. While the team is large, as we mentioned, it's 150 people deep. While it is both the U.S. and Europe, given the size of our P&L, as you've heard us talk about, I think we do have the opportunity to continue to grow the team in a way that they might not have been able to grow historically, which should, again, accelerate the growth that they're already on.

Mike Carrier
Senior Research Analyst, BoA

That makes sense. Just a quick follow-up. You mentioned the LP opportunity, just given the minimum overlap. Can you provide just some context on why there's so little overlap, meaning, what type of client Landmark is focused on versus Ares? Obviously, seems like an [exact buck team].

Michael Arougheti
CEO, Ares Management

Yeah. The simplest way to describe it is Landmark's investor base has been largely U.S. domestic. About 90% of their LP base is U.S. domestic, and it's historically been probably disproportionately skewed, not in a bad way, but just disproportionately skewed to the U.S. pension system.

Mike Carrier
Senior Research Analyst, BoA

Mm-hmm.

Michael Arougheti
CEO, Ares Management

As you know, our distribution in AUM is just much more global, with 50% of our AUM being domestic and 50% coming from the rest of the world, with growth coming in Asia, Europe, and the Middle East. The simplest way to think about it is just by geography. There's no real core difference in terms of end channel. It's more of a geographic issue. Which one of the big opportunities is obviously to both take the 600 LPs that we're not deep with, although we've begun to penetrate, but as importantly, take our 1,100 and introduce them to these secondary solutions as part of their portfolios.

Mike Carrier
Senior Research Analyst, BoA

Okay. Makes sense. Thanks a lot.

Michael Arougheti
CEO, Ares Management

Yep.

Operator

Our next question today comes from Chris Harris at Wells Fargo. Please go ahead.

Chris Harris
Director and Senior Equity Research Analyst, Wells Fargo

Thanks, guys. Landmark, I believe, has a pretty sizable fundraising pipeline. I think the plan was to raise $10 billion of new capital over the next couple of years. Any update on that? Is that pipeline still intact, I presume, with this transaction?

Michael Arougheti
CEO, Ares Management

Yeah, Chris, as we've done with our business, we won't comment on specific funds while they're in the market. I think it's safe to assume that the trajectory that the company was on under BrightSphere's ownership is continuing and frankly, should accelerate, hopefully under Ares's ownership.

Chris Harris
Director and Senior Equity Research Analyst, Wells Fargo

Okay. Mike, I know you guys are sort of in discussions with AMP about potentially acquiring our private markets business. Does this transaction kind of change those discussions in any way or change the thought process around that transaction in any way?

Michael Arougheti
CEO, Ares Management

Well, as we've said about AMP, we can't really comment significantly beyond what we've put in the public markets. What we have said and what AMP has said is that we had a non-binding term sheet, with exclusivity that has lapsed, but discussions are ongoing. Putting that all to the side, we feel that we have ample capacity, both in terms of people, corporate development resources, financial wherewithal, to do both to the extent that something actually were to materialize on the AMP transaction.

Chris Harris
Director and Senior Equity Research Analyst, Wells Fargo

Okay. Thank you.

Operator

Our next question today comes from Craig Siegenthaler with Credit Suisse. Please go ahead.

Craig Siegenthaler
Managing Director of Equity Research, Credit Suisse

Thanks. Good morning, everyone, and congrats on crossing $200 billion of AUM.

Michael Arougheti
CEO, Ares Management

Thanks, Craig.

Craig Siegenthaler
Managing Director of Equity Research, Credit Suisse

At Landmark, given the change in ownership two times over the last five years, I was just curious on some perspective from the Landmark team on how employee retention has trended despite having several different owners over a short time period.

Michael Arougheti
CEO, Ares Management

Tim, you want to take that?

Timothy Haviland
President and Managing Partner, Landmark Partners

Sure. I think that it's correct in that we've had a change in ownership. I think the original change was driven by the strategic partner that we had selected who had a change in direction themselves. That's the case here with BrightSphere. From our team's perspective and the opportunity set to team up with an organization on the quality and the depth and strength of an Ares has got our team very excited.

Michael Arougheti
CEO, Ares Management

Craig, I would say the team has been very consistent. Obviously, the business is 30 years old. If you look at the firm's history, you've seen partners, some partners come and go. Some partners obviously mature into retirement. This is a very deep, deep partnership, longstanding track record, longstanding relationships. As I mentioned, the team is very tight-knit and collaborative, and the existing 16 partners are all signed up for long-term opportunity here with us.

Craig Siegenthaler
Managing Director of Equity Research, Credit Suisse

Great. Thank you, Michael.

Michael Arougheti
CEO, Ares Management

Sure.

Operator

Our next question today comes from Ken Worthington at JP Morgan. Please go ahead.

Ken Worthington
Equity Analyst, JPMorgan

Hi, good morning. Can you talk about the carry structure of the Landmark Fund? Sort of what is the payout that Landmark has made to employees, level of accrued carry, and basically what can Ares expect in terms of carry from the Landmark Funds?

Michael Arougheti
CEO, Ares Management

Tim, do you want to handle that one?

Timothy Haviland
President and Managing Partner, Landmark Partners

Sure. Happy to do that. With regards to the carried interest opportunity, we have historically targeted to return 1.5 times the fund size. When you look at the size of our funds and you grow it to 1.5 times, our carried interest participation for the most part in our funds is at 10% of that excess amount. If we do a good job, it's a meaningful amount of incentive that gets paid over an extended period of time. It takes a couple of years to deploy the capital. It takes a couple of years to harvest the capital. For our people, it's viewed as a balance sheet building, wealth creation opportunity, if we do a good job alongside for our investors.

Michael Arougheti
CEO, Ares Management

In terms of splits, they have been consistent historically with our framework. Current splits are roughly 70% to the team, 30% to the parent. I think we have an expectation that as the business continues to grow and scale, that it will move closer to our historical standard, which is 60/40. That will take some time. I would also just note as part of the transaction, Ares is acquiring the BrightSphere GP interest and carried interest in the two predecessor about PE and real estate funds as part of the purchase price.

Ken Worthington
Equity Analyst, JPMorgan

Okay. Are you disclosing accrued carry?

Michael Arougheti
CEO, Ares Management

We are not disclosing accrued carry yet, but eventually we will.

Ken Worthington
Equity Analyst, JPMorgan

Okay. I heard about not wanting to talk about Landmark funds in the market. Can you disclose what the latest vintage years are for their flagship private equity real estate infrastructure products, just so we can get a sense?

Michael Arougheti
CEO, Ares Management

Sure. Tim, Frank, you want to walk people through the three funds and the sizes?

Timothy Haviland
President and Managing Partner, Landmark Partners

Sure. Frank, why don't you go ahead and do that?

Francisco Borges
Chairman and Managing Partner, Landmark Partners

Yeah. For us, as you know, we've got three vehicles, three verticals. It's private equity, real estate, and infra. Private equity, it's our 17th fund. With infra, it's our second commingled vehicle. With real estate, we are in the final deployment of our eighth real estate secondary vehicle. The private equity Fund XVI was raised 2+ years ago. Similarly, real estate was raised around the same time. The infra vehicle we're in the market with.

Michael Arougheti
CEO, Ares Management

Sizes of those, Fund XVI, the PE fund, was a $5.4 billion fund excluding co-invest. Fund VIII, Real Estate VIII, was a $3.3 billion fund. Infra II, I believe, is already raised $1 billion. Just to give you order of magnitude.

Timothy Haviland
President and Managing Partner, Landmark Partners

Just to give you. Yeah.

Francisco Borges
Chairman and Managing Partner, Landmark Partners

Just to give you a sense of that, with Real Estate VIII, the target was $2 billion. We ended up at $3.3 billion. Similarly, with private equity, we're looking to raise $4 billion-$5 billion, and we ended up with all the affiliated elements, about $7 billion.

Ken Worthington
Equity Analyst, JPMorgan

Great. Thank you very much.

Michael Arougheti
CEO, Ares Management

Great. Thank you.

Operator

Our next question today comes from Alex Blostein with Goldman Sachs. Please go ahead.

Alex Blostein
Managing Director of Equity Research, Goldman Sachs

Good morning. Thanks for the follow-ups here. Couple of quick ones for you guys. I think one, you talked about Landmark's targeted FRE growth. I think I heard 15% over time, so similar to Ares'. Is that kind of Landmark standalone, or do you guys think about this in conjunction with some of the synergy opportunities you talked about on this call? Would that be on top of the 15%?

Michael Arougheti
CEO, Ares Management

Just to contextualize Mike's comment, I think we expect that the base business can grow consistent with our growth rate, and hopefully we can accelerate that growth.

Alex Blostein
Managing Director of Equity Research, Goldman Sachs

Got you. Okay, thanks. Then another one just to run the numbers. It feels like you guys might have to take on a little bit of debt for this one, nothing crazy. If you are thinking about your debt capacity, especially in conjunction with any other potential deals out there, can you just frame how you guys are thinking about this today, pro forma for this transaction, maybe in like a debt to FRE kind of terms or something like that? That's probably the closest to kind of more traditional debt to EBITDA framework most people would think about.

Michael Arougheti
CEO, Ares Management

Sure. Look, Alex, as you know, as of year-end, the company was running on very little leverage. At least by probably both for kind of a peer industry and a historical context for Ares. We had mentioned we have had a fair amount of dry powder, hence the over $500 million on our balance sheet at year-end, as we anticipated potential strategic transactions such as this coming up. I feel, whether we look to the debt markets or not, our ratings, the openness of those markets, the diff types of transactions we could do if we chose to, I think are readily available. Again, we have significant liquidity and access to liquidity just between cash and the revolver. That gives us great flexibility. As far as targeted leverage, we're sensitive to our credit rating and would want to look at leverage levels to stay inside of that.

It's hard to give a long-term target, but I think we would probably think 1.5 times to two times debt to FRE over the long term would probably be a rational place to be and safely within our ratings.

Alex Blostein
Managing Director of Equity Research, Goldman Sachs

Great. Very helpful. Thanks. Congrats again.

Michael Arougheti
CEO, Ares Management

Thanks, Alex.

Alex Blostein
Managing Director of Equity Research, Goldman Sachs

Thank you.

Operator

Our next question today comes from Robert Lee with KBW. Please go ahead.

Robert Lee
Managing Director of Equity Research, KBW

Great. Good morning, everyone. Congratulations on the transaction.

Michael Arougheti
CEO, Ares Management

Thank you very much.

Robert Lee
Managing Director of Equity Research, KBW

Maybe a couple of quick questions. I apologize if you mentioned this earlier. The first one is, are there any other type of contingent payments, based on whether it's retention or hitting AUM or growth targets that we should be thinking about over the next couple of years?

Michael Arougheti
CEO, Ares Management

We disclosed sizing of a management incentive plan, so there's no, what I would call purchase price to BrightSphere in excess of what we have at closing. We have aligned the team to future fundraising success and therefore performance of the business. That's fully in the disclosure, Rob. The way you should think about the financial impact of that, though, is that whatever accretion exists from this transaction at closing based on the fund families that are already on the platform and the FRE, whatever actually gets paid through the incentive will come in at or better from an accretion standpoint. One way to think about it is while we're aligned, it will only improve the financial picture to the extent that we're paying out the incentives.

Robert Lee
Managing Director of Equity Research, KBW

Okay, great. Then maybe, Mike, if you could clarify, the mid-single digit accretion, I assume that's on the FRE, or is that on realized income?

Michael Arougheti
CEO, Ares Management

No, we said that was on RI for sure.

Robert Lee
Managing Director of Equity Research, KBW

RI. Okay. OKay. Then lastly, just maybe a minor point, but the $8 million of the dry powder, not $8 million dry powder, but of the dry powder that Landmark has. Is that all currently fee earning or some amount of that kind of still available to draw down and earn fees on?

Michael Arougheti
CEO, Ares Management

Yeah. The way to think about it is in the secondaries business is you make if you're buying portfolios or assets with unfunded commitments, that's a decent portion of the business structurally.

Robert Lee
Managing Director of Equity Research, KBW

Mm-hmm.

Michael Arougheti
CEO, Ares Management

Is why you have the dry powder number that you see. If you look at the differential between AUM and fee AUM, you'll see it's much tighter. A headline $19 billion AUM against a $17 billion fee paying. The bulk of the dry powder pays fees, but it's unfunded.

Robert Lee
Managing Director of Equity Research, KBW

Mm-hmm.

Michael Arougheti
CEO, Ares Management

Unfunded commitments within existing.

Robert Lee
Managing Director of Equity Research, KBW

Right.

Michael Arougheti
CEO, Ares Management

Portfolios.

Robert Lee
Managing Director of Equity Research, KBW

Yep. Okay, great. That was all I had. Thanks so much.

Michael Arougheti
CEO, Ares Management

Yeah. Thanks, Rob.

Operator

Ladies and gentlemen, as a reminder, if you'd like to ask a question, please press star then one. Today's next question comes from Michael Cyprys with Morgan Stanley. Please go ahead.

Michael Cyprys
Executive Director of Equity Research, Morgan Stanley

Hey, good morning. Thanks for taking the question, and congratulations on the transaction. Just a question here maybe more for Michael. As you think about extension of secondaries here into credit, I guess, how much does that need to be done differently, you think, than what has been traditionally done in private equity, just as you think about the structure of these funds? Also any sort of views on the economics and how that might differ as well. I think with private equity, kind of the original rationale is you have long-dated funds and some people may need some form of liquidity. On the credit side, I think some of those funds are a bit shorter duration. The returns are also a bit different too. Just curious how you think about some of the differences there or what might need to be done a little differently.

Michael Arougheti
CEO, Ares Management

Yeah. I think you hit the nail on the head. We've seen that even if you look at the returns between PE real estate and infra. As you move towards core plus infra, you start to see lower returns, even with outperformance. I think you hit the two things. One, with credit, you would expect to see lower returns, in the structures. Two, potentially shorter duration. How that ultimately gets structured is going to be deal by deal and specific, but I think you'll see just more velocity in the credit book than you would in the other parts of the business. Interestingly, as I mentioned, we're getting a firsthand look at it in that we're actually working on our first GP-led secondary out of our European direct lending business as we speak. We're working through these various structural issues as a GP right now.

Michael Cyprys
Executive Director of Equity Research, Morgan Stanley

Got it. Just maybe a follow-up, maybe for the other Mike on the financing of the transaction. I think I heard you about $787 million or so is the cash portion. Seems like maybe some portion would come from the balance sheet, and then the rest seems like it would be financed. Is there any sort of scenario where a portion of that would be equity financed, or are you just thinking through different types of debt or maybe even preferred? Just trying to understand what's in the realm of possibility here.

Michael McFerran
COO and CFO, Ares Management

Yeah. Listen, again, we have sufficient liquidity. I think the extent we think about this vis-a-vis other things we may do in the future that Mike touched on. We think we have access broadly to capital markets, both debt and equity. We ended the year in a very strong liquidity position with nothing drawn in our revolver. I feel great about the flexibility, but it's hard to say what we would or wouldn't do. It would be somewhat market dependent and somewhat opportunity dependent.

Michael Cyprys
Executive Director of Equity Research, Morgan Stanley

In what scenario would you or could you consider financing with any form of equity here on that cash portion?

Michael McFerran
COO and CFO, Ares Management

It's hard to speculate. It's going to be a function of how we think about other themes and different opportunities and relative opportunities in the market if we were to go to the debt or equity markets. It's hard to give you a fixed construct of we would do anything debt or equity under XYZ circumstances. The most important thing is we have liquidity, access to liquidity, and flexibility.

Michael Cyprys
Executive Director of Equity Research, Morgan Stanley

Great. Thank you.

Michael McFerran
COO and CFO, Ares Management

Sure.

Operator

Our final question today comes from Kenneth Lee at RBC Capital Markets. Please go ahead.

Kenneth Lee
VP of Equity Research, RBC Capital Markets

Hey, good morning. Thanks for taking my question. You talked about most of these secondary transactions being within private equity. Just wondering if you could talk about some what factors could help generate potential growth more on the secondaries within the real estate and infrastructure side longer term. Thanks.

Michael Arougheti
CEO, Ares Management

Sure, Ken. I think the simple answer is just continued growth in that primary market. When you look at the evolution of dry powder in the institutional market, and when you look at the embedded direct investment portfolios resident within institutional investor portfolios, it's just more historically heavily skewed towards PE. Not surprisingly, as I mentioned in our prepared remarks, 90% of secondaries have historically been in and around the PE asset class. Landmark is changing that. If you look at the growth in real estate and infra, I think that they have been meaningful first movers into those markets. The big growth driver is just going to be continued growth in those markets as well as what I would call product awareness from the larger real estate and infra GPs and LPs. We're seeing that take root right now.

Kenneth Lee
VP of Equity Research, RBC Capital Markets

Great. Thank you very much.

Operator

Ladies and gentlemen, this concludes the question- and- answer session. I'd like to turn the conference back over to Michael Arougheti for final remarks.

Michael Arougheti
CEO, Ares Management

I think that's all that we had for today. I just wanted to reiterate our excitement, welcome the Landmark team to the Ares family, and we look forward to speaking to everybody at the end of the quarter, and we'll be farther along, and we can hopefully have some updates for everybody. Have a great rest of the week.

Operator

Thank you, sir.

Michael Arougheti
CEO, Ares Management

Thank you.

Operator

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 April 30th, 2021, by dialing 1-877-344-7529, and to international callers by dialing 1-412-317-0088. For all replays, please reference conference number 10153612. An archived replay will also be available on a webcast link located on the homepage of the investor resources section of our website.