Welcome to Ares Management LP Second Quarter Earnings Conference Call. At this time all participants are in listen-only mode. As a reminder, this conference call is being recorded on Tuesday, August 11, 2015. I will now turn the call over to Carl Drake, Head of Ares' Management and Public Investor Relations.

[Audio Gap] I am joined today by Michael Arougheti, our President and Michael McFerran, our Chief Financial Officer. In addition, David Kaplan, our Co-Head of Private Equity and Greg Margolies, our Head of Tradable Credit, will also be available during 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 the investment performance of as well as an investment in our Funds is discrete from the investment performance of as well as an investment in Ares Management LP. During this conference call, we will refer to certain non-GAAP financial measures. We use these 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 Generally Accepted Accounting Principles. These measures may not be comparable to similarly titled measures used by other companies. In addition, please note that our management fees include ARCC part 1 fees. Please refer to our earnings release and Form 10-Q to be filed later today for definitions and reconciliations of these measures to the most directly comparable GAAP measures. I would like to remind you that nothing on this call constitutes and offer to sell or solicitation of an offer to purchase an interest in any securities of Ares or any other person, including any interest in any Fund. We’ve also posted a new…

Thanks, Carl. Good afternoon, everyone. I’d like to start off by walking you through some observations on the growth prospects and market opportunities for our current business and then Mike McFerran, our CFO, will discuss our financial results for the second quarter in greater detail. At Ares, we’re at the beginning stages of what we believe will be a 12 month fund raising cycle that we expect will benefit our fee earning AUM, our fee related earnings and longer term our performance related earnings. If you look across our four existing business lines, we have recently raised or are in the process of raising flagship successive funds all with targets larger than their predecessor funds. These funds are also weighted toward our higher returning private equity alternative credit and direct lending strategies. We just launched our most significant new fundraise, which is our fifth flexible corporate private equity fund with a current target of $6.5 billion compared to our fourth fund which closed in 2012 at its hard cap of 4.7 billion, we’re seeing significant early demand for this fund and we expect a substantial dry first closing as early as the fourth quarter this year with one or more expected dry closings following in the next year. We’re also raising our 5th power private equity fund with the target of $2 billion as compared to the fourth fund of 1.7 billion, which was raised by EIF prior to our acquisition. We’re targeting a first closing for this fund in the fourth quarter. Within direct lending we recently launched our third commingled European direct lending fund with the target of €2 billion and we held the first closing of €1.4 billion in July already about 40% ahead of its predecessor fund after only three months of marketing. We’re seeing substantially…

Thanks Mike. I'll start with the quick summary of our results and key metrics and then follow-up with review of our balance sheet and our upcoming distributions. Overall we're pleased with our second quarter performance, as we continue to grow our AUM at a double-digit pace and we reached our highest level of distributable earnings since our IPO more than a year ago. In addition we continue to experience strong fee related margin improvement versus the year ago to scale and cost management. For the second quarter our AUM increased by about $1 billion to approximately $88 billion, a year-over-year increase of 11%. Our fee paying AUM also increased to $66 billion up about 11% year-over-year. Our experience has been that new assets will follow good performance. Over the last 12 months we have raised approximately 13.2 billion in gross new capital including 2.7 billion in the last quarter. Our second quarter gross inflows were highlighted by direct lending funds with 1.5 billion roughly split evenly between new separate accounts and add-ons to existing accounts in the U.S. and Europe and our commercial finance fund. And debt capital raise of our business development company ARCC and its affiliated vehicles. In tradable credits we held a final close of 175 million in our four special situations fund, as Mike stated earlier and we also raised a new structure credit fund totaling 355 million and had other gross inflows for alternative and long‐only [ph] funds totaling over 500 million. For the second quarter we generated management fees and fee related earnings of 160.5 million and 46.5 million respectively, a growth rates of 12% and [technical difficulty] over the prior year period in each case including ARCC Part I fees. We achieved year-over-year fee related earnings increases in three of our four investment…

Thanks, Mike. So, in summary, we continue to deliver on our most important goals including quality fund performance, double digit asset growth, margin improvement and an attractive distribution. We’re very excited about our fund raising prospects for flagship funds and we expect that this will meaningfully improve our growth and earnings profile in the coming quarter with $18.3 billion of dry powder we believe that we’re well positioned to take advantage of any current volatility that we’re seeing in certain market segments. And that concludes our prepared remarks. Again, thanks everyone for your time and support. And operator, if you could open up the line for Q&A?

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

This is Mike [indiscernible] in for Mike Carrier. So, performance is a little bit lighter in tradable product in 2Q which make sense given the mix markets in the quarter. As we get closer to potential move by the Fed. Can you give us your view on your performance assuming maybe a modest rate hike? And I understand the interest rate risk is pretty minimal in the markets that you’re in and your comments indicate you’re positioned defensively. But just wondering what your view on spreads are and any impact on transfer of credit or direct lending? Thanks.

This is Greg Margolies, and I’ll speak to the tradable credit end of things. Just to reiterate what Mike and Mike has said earlier, we are heavily weighted towards floating rate assets specifically because of the Fed potential action that’s coming and the question is when, not if. And we are as you said defensively positioned for that across all of our portfolios. We are not only again heavily weighted on the floating rate side but even on the fixed rate side we tend to be underweight duration to the market today. So we’ll have a lesser impact on our portfolios as you see the rate increase our view is however that we’re not going to see a spike up in rates, but a gradual increase in rates and we are positioned to; A, within the portfolios but secondarily also with significant amount of dry powder to take advantage of dislocations in the markets as other people who are more exposed to rate movements, if they are fore sellers we can be opportunistic buyers.

And I’d say from the direct lending standpoint very similar story, 90% plus of the assets that we execute on in both the U.S. and European direct lending business are floating rate and moreover where we have modest leverage deployed against those assets, we tend to either match fund our liability floating-to-floating, duration-to-duration and in the best case like we’ve done at ARCC the flagship BDC, we’ve actually financed the shorter term floating rate assets with longer term fixed rate liabilities. So we’ve structured in a fair amount of asset sensitivity into the bulk of the portfolios. And then you had one question also just about spreads, in all of our markets we’ve seen spread stabilization in the direct lending business. We’ve actually seen certain market spread widening which we take to be pretty encouraging sign and you see that when you look at some of the financial results and the likes of ARCC where we’ve actually seen a gradual increase in portfolio yields over the last couple of quarters.

And just as a follow-up, I'm wondering just have you got any more clarity on your relationship with GE and the direct lending unit? And then ultimately if you wind up closing the JV, how does that impact, your growth prospects for the business and then maybe longer term, do you ultimately see more opportunity there?

I'll take the second part first and we've covered a lot of this on the ARCC earnings call, but I'll just say from my standpoint but we enjoyed a very long and profitable partnership with GE, I think GE exiting many of its businesses including the cash flow direct lending business in the U.S. and Europe is a net positive for ARCC and our global direct lending franchisee, I think that's proven in two issues, one is just the nature of GE's business in terms of their cost of capital and their competitive positioning relative to the new buyers of the business, but two and I think most importantly as we developed our partnership with GE particularly in the U.S., there were certain parts of the market that we forewent in order to grow the partnership with GE, most specifically is the underwriting and distribution of more traditional and lower yielding first lien bank loan assets and as we discuss on the ARCC call, even in the last six weeks since the GE announcement we've seen a noticeable and meaningful increase in amount of senior debt underwriting and distribution that we've been able to take which I think bodes well for future ROI and value creation within the BDC. Second, vis-à-vis the JV and we -- this also came up on our earnings call last week, there's only so much we can say because we're still discussing the ultimate resolution of the SSLP with GE. I think the simple way to think about this is we’ve formed a new joint venture with AIG and Varagon that is structured very similarly to the SSLP that we had with GE, so the opportunity for us to continue to execute on unitranche loans at scale with very attractive economics to the BDC we believe are preserved and while we are still working through the mechanics of the resolution of the existing portfolio and there's a number of ways which it can go, any wind down of that book, if that's ultimately what happens would effectively give way to a winding up for growth in our new joint venture, so we actually think it's a net positive although we don't really have the specifics yet as to what the final resolution of the 10 or so billion dollars of assets still on GE's balance sheet are there going to be.

The next question is from Craig Siegenthaler at Credit Suisse.

Starting with the 10.1 billion of shadow AUM, can you provide some perspective around, really the duration of this balance and the timing? I know a lot of it depends on the investment opportunities, but just a little more color would be helpful.

Two points, it’s going to be the function of when we deploy and the timing of those opportunities, I think generally our expectation is we think that'll be deployed radically over the next 18 to 24 months.

And we've given a breakdown in some of our prepared materials that you can access that looks at the breakdown and obviously given that the bulk of the shadow AUM is coming in our credit funds, that pay us on deployment rather than commitment, that's where we should be focusing, so it's going to be our direct lending strategies in the U.S. and Europe and some of our tradable credit strategies as we talked about on our ARCC call and as Greg highlighted we're actually finding some pretty good opportunities to deploy given the recent market volatility, that's a combination of our competitive positioning in our liquidity relative to some of our peers, it's frankly also the fact that some of our peers who are less liquid, we've seen them retrenching in certain of our core markets. So I think we have all the competitive advantages that we've discussed on past calls in terms of origination, balance sheet scale, flexible product offering to attack these markets when a lot of our peers are less liquid. So, we've always said 18 to 24 months but my view is if we continue to see the kind of market volatility we've been experiencing, that could accelerate.

And then just my follow-up on trade book credit. It looks like this is close to 6 billion of incentive eligible AUM that's below the preferred rate of the high watermark, I mean it looks like may be 1 billion to 2 billion could be pretty close, can you provide some color and sort of the distance to the high water market of preferred rate that 5 billion to 6 billion is traceable credit, that isn't actually generating incentive right now?

You know -- not going to go fund by fund, but to your point there's a fair amount of it, where we tell u it’s hovering close to the preferred rate with respective funds. Lot of that was in our special situation strategies that given that volatility particularly towards the end of the quarter actually crossover towards the end of the quarter so, they're hovering at or around the preferred rate, so I think the ability to cross back over should be fairly straightforward.

The next question is from Chris Harris of Wells Fargo.

So, just a follow-up on the fund raising outlook, Mike of the fund raising you’ve talked about I think I total them up to $12 billion or more. What amount is in shadow AUM as of today? So that $10 billion in shadow AUM you guys you talked about. Is there an incremental beyond that that’s going to be adding to shadow AUM? Just trying to reconcile from these numbers?

So just to reiterate the funds we talked about were our fifth flexible corporate private equity fund which we recently launched at $6.5 billion versus $4.7 billion predecessor fund. We have yet to have a closing on that, but we expect a dry first close in the fourth quarter of this year. Our fifth power private equity fund again which is a $2 billion target versus $1.7 billion predecessor fund we have yet to have a close on that. We expect to have a first close on that in the fourth quarter. Our third flagship European direct lending fund at €2 billion we’ve had a first close subsequent to the second quarter at €1.4 billion, so that is not in the numbers for June 30. And then our two opportunistic and value add real estate funds in and around $500 million and €600 million, again not in the June 30 number. So of the $12 billion to $13 billion that you referenced the only closing that’s actually in the shadow is the $175 million final close we had on our Fourth Special Situations Fund at $1.5 billion.

And we deployed some of that as well.

I was just going to say, so as we look forward to the end of the year and are jumping off point at 2016, obviously that shadow AUM is going to be a function of deployment and capital raising but the meaningful pipeline is not currently making its way into the financials or the AUM numbers.

And the comment you guys made about the outlook for performance fee earnings being potentially lower in Q3 maybe I misheard that, I think that’s what I heard. Can you expand on that a little bit, what is it that maybe is making you a little bit cautious on that outlook for next quarter?

Just to clarify we commented on realizations, so the component of actual cash that’s monetized from our performance fees and that’s really just based on the timing of we talked about two parts one is we do receive some annual incentive fees in cash, most notably the ARCC part 2 fees which happen at year end and the second where we are today and looking at our realization pipeline, we do think that realizations are going to be softer this quarter again based on where we are midway through it, but I like the outlook for Q4.

And then one real quick final question here, I know we’re not talking about Kayne on this call. But I did want to get one clarifying point. And that was, I think in the past you guys have talked about some commitments you had made to your balance sheet and potentially growing your balance sheet. Does the Kayne deal put some of those investment opportunities on the side, or are those going to be done in conjunction with the acquisition?

Yes, it does not put them on the side at all. I think as folks know we’re a BBB+ rated Company, both Fitch and S&P as Mike mentioned in our prepared remarks. We have a significant amount of balance sheet liquidity in the form of our largely unfunded revolver in excess of $1 billion. We do run a balance sheet light model as people know. But in order to continue to support the development of new strategies but also the ongoing fund raising and aligning ourselves with our LP’s we do invest in our own funds. And at the end of June, I think as people know, we have $600 million in over 50 different funds investment that sit on the balance sheet. So that part of our business will continue ordinary course across each of our four and soon to be five complementary business lines. But the Kayne transaction is not expected to borrow liquidity or capacity away from our core business.

Next question is from Michael Cyrpus at Morgan Stanley.

Question on the shadow AUM, so I heard you talk about this before as well on the call, very stable the past couple of quarters. But could you help us understand some of the puts and takes there? And could we reasonably expect this to decline as you’re putting capital to work or does it stay flat given lot of the fund raising that you described earlier?

I think it depends on when you look at it. And as you highlight that is not a static pool. So its combination of capital raise, capital deployed and then obviously run off. I believe with the $3.7 billion that we raised last quarter that also is offset by -- we had about $2.2 billion of an offset, which is why it was somewhat flat. But my sense is given the fund raising pipeline that we have today that that number should be flat to growing even if we have a significant amount of deployment towards the back half of the year.

So the shadow AUM is still flat to up slightly because of all the fund raising that’s happening even as you’re deploying?

Yes.

And then I think you mentioned around $3 billion or so that was deployed in the quarter. How should we think about that into the second half of the year? Is that a good run rate and if the environment deteriorates from here, should we expect that to trend higher?

I’ll let some -- if Greg wants to comment and David. But generally speaking there is a balance, when we see market volatility, provided that it’s not massive dislocation, we do see opportunities to increase deployment as spreads widen, risk adjusted returns get more attractive and some of our competitors retrench. If you look at the trajectory in the first quarter versus the second quarter and even versus our deployment last year it’s been surprising consistently in that $3 billion to $4 billion range per quarter. Based on where we are in the quarter, it feels like we’re still trending to that level. But if we do see a significant pickup in volatility, I would say generally speaking across our businesses, you’d probably see a ramp up in deployment as opposed a retrenchment. I don’t know if Greg or David, do you have anything to add on traceable credit or CE?

Generally agreeing, we have some really great things from a technical displacement versus the fundamental one and from a technical perspective if we’re seeing funds flows either from retail or from CLA raises or through kind of pick through the pipeline, that can change our deployment and that has over the course of the time as we take advantage of that but those are more short-term in nature. When we see more fundamental breaks in the marketplace i.e. around credit issues within sectors or within specific companies that can change long term investing ability and would increase our deployment if we see larger breaks from a credit perspective.

The next question is from Ken Worthington at JP Morgan.

This is Amanda Yao stepping in for Ken Worthington. My question is on tradable credit, you mentioned the fund falling below high watermark this quarter. How close are they to the hurdle and as third quarter is evolving so far? Do you see a potential reversal sometime relatively soon?

It’s Greg, I’ll start on a more general note and then Mike if you want to get on specifics. I think a couple of things are important to note that not all hurdles are created equally and what I mean by that is a number of the funds are long term private equity style funds in nature and have a much longer term perspective in terms of investing, so the dislocations we’re seeing in some of the marketplaces we’re taking advantage of those as to markets in some sectors weaken. Could build positions for a longer term, the franchise company we’re buying, we believe-in in terms of the risk adjusted returns that we’ll get over the longer term. So our view on that is certainly not a quarter by quarter view on hurdle rates, but our longer term view for those specific funds. So again when we look at those hurdle rates it’s hard to generalize across the whole platform. Mike, I don’t know if there are specifics you want to add.

As I think we said in response to the earlier question, there were a number of funds that actually crossed over in the quarter just given some of the volatility in the tradable credit markets and are fairly close to recapturing the hurdle.

Next question is from Doug Mewhirter at SunTrust.

First of all, maybe a smaller question, I noticed you do have a higher European exposure. Is there any sort of translation issues in your revenues, the fees translating from Euros to dollars in the quarter which may have been a headwind?

No we hedge out management fees with respect to the net amount after any expenses we have in foreign currencies, so those do minims impact on our performance from FX.

I believe we had a $2 million foreign currency transaction loss in the second quarter, so not a meaningful number.

And my second question I guess as it relates to margins, look like you’re -- I’ll call it the fee related margins, so your fee related earnings divided by your management fees. It ticked down sequentially -- about flat sequentially and I know you actually been on a pretty encouraging uptrend because of better scale and such. I guess is there any reason for that pause? I know you mentioned some of the closings slipped to the next quarter, so may you staffed up without getting those -- the revenue, just any better detail about that would be helpful.

Yes, the way I think about it is when you look year-over-year last quarter stepping up to 29% margin wasn’t a one off, you’ve seen us maintain at that level. I think as we talked about in our prepared remarks, as we add incremental revenue to the business, management fee growth to a lot of the funds that Mike’s talked about. The off run rate cost of those funds is already baked into our existing business. So as we grow, you’re going to -- we expect to see that margin expansion and the benefits from it.

We did see a slight uptick you’ll notice if you dig into the financials in the SG&A line as we extended our office footprint to accommodate some of that growth and added some new headcounts. So there is a little bit of the effect that you’re highlighting which is just the spend coming out ahead of the fund deployment, but again not a huge number.

At this time, I am showing no further questions. And I would like to turn the conference back to Mr. Arougheti for final remarks.

Well, we appreciate everybody spending so much time with us today. Always good to catch people up and we look forward to speaking again 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 September 9, 2015 by dialing 877-344-7529 and the international callers by dialing 1-412-317-0088. For all replays, please reference conference number 10068954. An archived replay will also be available on the webcast link located on the homepage of the investor resources section of our Web site. Thank you for attending. You may now disconnect.