Ares Management Corporation

Welcome to Aries Management Corporation's first quarter 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, April 29, 2021. I will now turn the call over to Carl Drake, Head of Public Company Investor Relations for Aries Management.

Good afternoon, and thank you for joining us today for a first quarter 2021 conference call. We hope everyone is safe and healthy. I'm joined today by Michael Arradetti, our chief executive officer, and Michael McFerrin, our chief operating officer and chief financial officer. In addition, Bennett Rosenthal, co-chairman of our private equity group, Kip DeVere, head of our credit group, and Matt Swartnick, co-head of our private equity group, will be available for the question and answer session. 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, including those identified in our risk factors in our SEC filings. 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. Please refer to our first quarter earnings presentation available on the investor resources section of our website for reconciliations of the measures to the most directly comparable gap measures. Please note that nothing on this call constitutes an offer to sell or a solicitation of an offer to purchase an interest in any ARIES fund. This morning we announced that we declared our second quarter common dividend of 47 cents per share, which is consistent with our prior quarter dividend and represents an increase of 17.5% over our prior year's quarterly dividend. The dividend will be paid on June 30, 2021, to holders of record on June 16. We also declared our quarterly preferred dividend of 43.75 cents per Series A preferred share, which is payable on June 30, 2021, to holders of record on June 15. Now I'll turn the call over to Michael Arrighetti, who will start with some quarterly financial and business highlights.

Thank you, Carl. Good afternoon, everyone. I hope you are all healthy and wish you well. As the economy recovers on the backs of significant fiscal and monetary stimulus, as well as progress on the healthcare front, we are off to a strong start this year across our business. Looking back at an unprecedented year of volatility and change, we believe that 2020 validated the resilience and durability of our business. The positive fundamental growth trends for our company and the strong secular tailwinds driving the alternative asset management industry. As we look forward to the rest of 2021, we see a constructive market backdrop and continued momentum in the four core drivers of our business. Strong fundraising, deployment, investment performance, and realizations. I'll speak to each of these specifically, but simply put, as we execute well on each of these fronts, we're confident in our ability to drive continued long-term value for our shareholders and to maintain our guidance of 15% plus FRE growth for the foreseeable future. We reported AUM well in excess of $200 billion, a major milestone for the company after reaching $100 billion just four years ago. Our AUM has grown nearly 40% year over year compared to the first quarter of 2020. The first quarter also reflects our 16th consecutive quarter of sequential FRE growth, with FRE up 38% year-over-year, and we achieved a new record margin of 38%, which reflects a nearly 500 basis point expansion in our margin year-over-year. Following a record year of capital raising in 2020, we've continued our strong momentum with over $10 billion of capital raised during the quarter. We held a final closing for our flagship illiquid alternative credit fund, ARES Pathfinder Fund, with total commitments of $3.7 billion which was oversubscribed and at its hard cap. We were very pleased with the investor acceptance for this global flagship fundraise, which brought in 50 new investors to ARIES and over 80 unique total investor groups. We're also proud to deliver on our purpose-driven commitment to philanthropy by donating at least 10% of the ARIES Pathfinder Fund's carry to charity with the hope of inspiring others around the industry. We also announced the successful final close of our Real Estate Opportunity Fund 3, which raised $1.7 billion ahead of its $1.5 billion target and more than 70% larger than the predecessor fund and related co-invest vehicles. This fundraise, coupled with our fifth European Opportunistic Fund that we completed in 2019, are great examples of how we're meaningfully scaling our core real estate funds by at least 50% and our overall real estate platform. In the public markets, we raised $1 billion in our first SPAC, Aries Acquisition Corp. We also continue to raise capital in our permanent capital vehicles with $1.6 billion in debt and equity for Aries Capital Corp, our BDC. And we raised $640 million in debt and equity for Aries Commercial Real Estate, our publicly traded commercial mortgage REIT, which continues to have strong growth prospects in the commercial mortgage sector. As you may have seen in our separate press release this morning, we announced the final closing of our fifth European Direct Lending Fund, ACE5, which was oversubscribed and also hit its hard cap of 11 billion euros, representing the largest European Direct Lending Fund raised to date. With strong investor support, ACE5 surpassed its 9 billion euro target in only eight months after fund launch. The final fund size represents an increase of approximately 70 percent versus the predecessor fund. The fund attracted strong backing from a diverse group of nearly 180 investors, including 65 investors new to ARIES. With more than 80% of commitments from existing ARIES investors, ACE5 receives strong support from the firm's broad and growing investor base. The ARIES European Direct Lending team manages 45 billion of AUM pro forma for the raise and has approximately 70 investment professionals, which we believe makes Aeries the largest capital provider in the European direct lending market. Including anticipated leverage, the total available capital for ACE5 will be approximately 15 billion euro. The fund is already off to a strong start, benefiting from Aeries' market leadership position, having committed 1.7 billion euro across 11 investments to date. Looking forward, As we mentioned on our last earnings call, we have a strong pipeline of funds either in the market or coming to the market later this year across all of our businesses. And we continue to think that 2021 could shape up to match or exceed the record fundraising that we had last year. Our broader platform has set us up for a deeper and more diverse fundraising pipeline as investor appetite for our private market alternatives are increasing. Next, I'll touch on deployment where we had a strong quarter with over $10 billion of gross invested capital, including nearly $9 billion of deployment from our drawdown funds, which represents an increase of over 60% from the first quarter of 2020. Our ability to continue to find attractive deployment opportunities across our business illustrates the power of the platform and the meaningful competitive advantages that we've created in sourcing and deal execution. And lastly, I'll touch on our investment performance. As you can see throughout our earnings presentation, we had strong returns in Q1 across our strategies, including gross returns in corporate private equity of over 16%, special opportunities of 9.9%, U.S. real estate equity over 7.5%, European real estate equity of nearly 7%, and continued strong performance across our U.S. and European credit strategies. I'd also highlight the continued strong performance of our fifth Pan-Asian Special Situations Fund that launched in 2018, having a gross IRR in excess of 60% through Q1. As I mentioned earlier, we believe the market backdrop is constructive and sets us up well for increased realizations as the year progresses, as well as growth in our net performance fee receivable, which Mike will touch on a little later. In addition to the continued strong momentum in our existing strategies, we're very bullish on the opportunities being created by our more recent organic and inorganic strategic initiatives. In mid-2020, we held our final close of our inaugural Special Opportunities Fund with over $3.5 billion of capital raised against a $2 billion target, and we're launching a subsequent fund in this strategy in the near future with a larger target. I already mentioned that we had the final close in the quarter of our inaugural Alternative Credit Flagship Fund Pathfinder, which similarly raised $3.7 billion against the $2 billion target. With respect to Asia, we could not be more pleased with the great integration and collaboration that has taken place with our ARIES SSG colleagues. Their strong momentum has them well positioned for the planned launch later this year of our sixth Asian Special Situations Fund. Longer term, I'm excited about the growth opportunities for us in Asia and believe that the development of strategies across the different asset class in Asia will complement and enhance our long-term growth overall. Let me also touch on our recently announced acquisition of Landmark Partners, which we expect to close this quarter. We believe that this transaction is very timely as the secondary market for alternatives scales to catch up with primary market volume. Furthermore, the industry movement towards GP led transactions plays to our strength. With our market leading global private credit platform, which has nearly 300 investment professionals calling on more than 850 private equity sponsors, we believe that we have one of the largest direct sourcing opportunities given these relationships in the market today across North America, Europe, and Asia. We also believe that the synergies with Landmark will be exciting for us over time as we introduce products to each other's respective client bases and collaborate on new product extensions. On the heels of the landmark announcement, we raised $828 million of equity. Combined with our pre-existing strong liquidity position, we have ample liquidity to close this transaction, support our active pipeline of organic and inorganic strategic opportunities, and to retire our currently outstanding 7% preferred equity, which is redeemable starting at the end of this quarter. We believe that our strong organic growth, supplemented by synergistic strategic acquisitions in large and growing markets, positions us very well in an evolving global asset management landscape. The alternative asset management industry is transitioning through globalization increased retail investor participation, manager consolidation, changing investor behavior and appetite, and rapid product evolution. We continue to believe that size will be a significant driver of success and outperformance as these markets grow and evolve. Scale across markets and products allows us to invest more aggressively in asset sourcing, allows us to make better relative value decisions across markets, allows us to attract and retain better talent, and in turn, offer attractive and differentiated investment solutions to our clients. Today and well into the future, it will be critical to have the capability to offer the broadest set of solutions across the risk-return spectrum to both retail and institutional clients. Now I'm going to turn the call over to Mike McFerrin, our CFO, for his remarks on our business positioning and financial results. Mike?

Thank you, Mike. Hello, everyone. I hope all of you are safe and well. I will start with a review of our strong first quarter results and our outlook for 2021. We continue to deliver across our core financial metrics with FRE, management fees, AUM, fee-paying AUM, and dry powder, all either at or near firm records. This performance is a testament to the resiliency of our firm, despite the challenges presented in the last 12 months. Our fee-related earnings continues to grow quarter over quarter, and this quarter's comparable FRE growth exceeded our expectations as we were able to grow sequentially despite an exceptionally strong fourth quarter of last year. For the first quarter, FRE totaled $128.5 million, an increase of 38% year-over-year compared to the first quarter of 2020. Our quarterly FRE margin reflects a firm record of 38.4%, nearly a 500 basis point improvement year over year as we continue to deploy capital from our shadow AUM, raise new capital, and further scale our business lines. Of note, for the first quarter, our fee-related earnings comprised more than 90% of our realized income, and for the last 12 months, FRE accounted for more than 75% of realized income. FRE for the first quarter was driven by management fees totaling $327 million, an increase of approximately 20% over the first quarter of 2020. Turning to expenses, our combined compensation and general and administrative expenses grew by approximately 11.5% compared to the first quarter of 2020. Realized income for the first quarter totaled $137 million, up slightly year over year as most of our realizations came from a partial secondary sale in one of our private equity portfolio companies, the ASAC company. After-tax realized income per share of Class A common stock net of preferred stock distributions was $0.46 per share for the first quarter, up from $0.45 in the first quarter of 2020. Our first quarter realized income was modestly impacted by a realized net investment loss stemming from our investment in a legacy ACOF Asia fund for more than a decade-old vintage. These assets were previously marked on our balance sheet, but we realized the loss this quarter. This loss accounted for a $0.03 reduction in our after-tax realized income per share in the quarter. Next, I would turn to our AUM and related metrics. As of March 31st, our AUM totaled more than $207 billion, compared to $197 billion at year-end, and up more than 39% versus $148.6 billion at the end of the first quarter of 2020. Our AUM growth in the first quarter was largely driven by organic growth and strong asset appreciation, including gross new capital commitments of 10 billion and market appreciation of 2.8 billion. Our fee-paying AUM totaled 127.6 billion at the end of the first quarter, a slight increase quarter over quarter driven by an increase in new commitments and deployment of 7.9 billion offset by $2.3 billion in distributions, as well as the first quarter step down from ACOF V. Compared to the first quarter of 2020, our fee-paying AUM increased over 25%, driven by deployment across our strategies, especially in our U.S. and European direct lending funds. Our available capital sits at $56.8 billion at the end of the first quarter, remaining near a record high and up 71% year-over-year. providing us with a large pool of capital for deployment as the markets continue to recover, albeit unevenly, from the pandemic. We ended the quarter with over $40 billion of AUM not-yet-paying fees, of which approximately $38 billion is available for future deployment, and if deployed, corresponds to potential annual management fees totaling $396 million, which represents over 30% of our last 12 months' total management fees. Lastly, our incentive eligible AUM increased 47% year-over-year to $124.4 billion, a great indicator of future value creation opportunity for us. Note that $49.2 billion of this incentive eligible AUM was uninvested at quarter end. The first quarter of 2021 saw continued appreciation of our net accrued performance income balance, which now sits at $424.3 million. This represents a 16% increase from the fourth quarter and an 81% year-over-year increase from the first quarter of 2020, despite substantial realizations over the course of the year. With this level of net accrued performance income and uninvested incentive-eligible AUM, we believe we have the pieces in place to continue to generate meaningful performance income over the long term for our shareholders. I'll now turn it back to Mike for his thoughts on our future outlook and concluding remarks.

Thanks, Mike. We believe that ARIES is well positioned today to take advantage of our strong competitive position and the favorable tailwinds in the global alternative asset landscape. Investors are allocating more capital into alternative investments while at the same time looking to consolidate the relationships with broader scaled managers. This plays to our strength as a broad solutions provider having also delivered time-tested and attractive returns to our clients. Over the past five years, we've achieved tremendous growth in the wallet share with our existing clients as they invest larger amounts in subsequent funds and expand their investment exposures across the ARIES platform. We believe that these trends will continue. As a result, across the alternative landscape, we'll look to continue growing our products, capabilities, and geographical reach to provide additional differentiated investment solutions for our clients. Mike mentioned with over $40 billion of AUM not yet paying fees, we have strong near-term visibility for earnings growth. When you add in the growth avenues that we have in large and expanding addressable markets, we believe that Aries is well-positioned to remain a high-growth firm for many years to come. I want to end our prepared remarks by simply expressing how impressed and grateful and proud I am of the hard work and dedication of our team. The amazing growth and investment performance that we've delivered is a direct result of our employees' strong commitment to collaborate and work as a team with a shared set of common values. I'm also deeply appreciative of our investors' continued support for our company. And I thank you for your time today. And with that, operator, I think we'll open up the line for questions.

At this time, if you would like to ask a question, please press star then one on your touchtone phone. If you would like to withdraw your question, please press star then two. Our first question today comes from Robert Lee with KBW.

Great. Thanks, Mike and Mike. I hope everyone's doing well. I just have a quick question on... actually on your initiatives, maybe in a high net worth channel. I mean, obviously, you have ARCC and ACRE, but can you maybe elaborate on how you're thinking about some of your peers tapping into that marketplace more broadly? I mean, obviously, some peers have brought out this type of non-traded real estate or credit products. So how are you thinking about that at this point?

Sure. So we think about it a lot. I think the good news is we have a well-established brand in that channel already through the success of our listed vehicles in the form of ARCC, Acre, and ARDC. And we also have a pretty healthy track record of fundraising success and investment performance in the you know, high net worth and ultra high net worth segments of those systems as well. If you actually look at private banks over the last five years, that's probably grown about 25% compound annual growth rate in terms of AUM in the channel. And high net worth has actually been our fastest growing end segment with about 42% CAGR over the last five years. We're in that market with new product. I think we've talked about this on prior calls. We have a large and growing credit interval fund that's enjoying good success and performance, and our expectation is that we'll continue to put product through that channel over time.

Great. And then maybe just as a quick follow-up, I guess with AMP, I guess, off the table at this point. And can you even touch on it, but maybe update us on kind of how you're currently thinking about your M&A priorities or, you know, where besides infrastructure, maybe, you know, where you would seek out, you know, opportunities?

Yeah, we've talked about this before. Maybe just to zoom out quickly. And I mentioned this in our prepared remarks. When we think about growth, we think it's important that we are driving high organic growth and supplementing that growth with M&A. And you can see how some of the organic growth initiatives in places like alternative credit and special opportunities, European direct lending are all bearing fruit and accelerating. We also continue to drive growth into step-out strategies across the platform, and that's the biggest driver of our sustained growth. When we execute on M&A, it typically is going to be either to tuck in a capability or set of relationships that we don't currently have where we feel that we can acquire at an attractive price that's strategic. And when we're talking about larger deals like a landmark or like an AMP, it's with a view that there is a large addressable market that is growing where we have maybe a heightened sense of urgency to be in that market in scale. So SSG is a good example of that as well, where we believe that the long-term growth trends in Asia warranted an acquisition to acquire capability, track record, and broad office footprint, multi-asset class capability, investor relationships, et cetera. You know, candidly, and I've said this before, now that the firm is at $200 billion of AUM and we're enjoying the success that we are, you know, the product gaps, if you will, are pretty narrow. You know, secondaries was a big part of it for us, and Landmark is still that gap. we continue to think that the infrastructure market is an area that we should be focusing on both organically and inorganically. We are growing well in our core infra business, but feel that we want to globalize and scale that. And then, you know, in and around real estate, as we've talked about before, just given the size of those addressable markets globally, we believe that there is an opportunity for us to continue to expand our real estate group through acquisition as well. Great.

Thanks, guys. Thanks so much.

Thanks, Rob.

Our next question comes from Jerry O'Hara with Jefferies.

Great. Thanks, Jeffery and everybody. I was hoping, one, maybe for Mike McFerrin, but perhaps both of you guys can weigh in a little bit. Just around the pace of deployment that we might be able to expect as it relates to the $48 billion of incentive-eligible AUM that's not yet invested. And then, you know, perhaps if there's some color around deployment themes that you might be able to elaborate on a little bit, that would be helpful.

Thank you. Sure. I can take a set on that one. If you look at the composition of our dry powder today, as Mike mentioned, about $57 billion of available capital, if you segmented that down to the AUM not yet earning fees, it's $40 billion, $34 billion of which sits within our global credit business. And for those of you who listened to the ARCC call yesterday, I think there was a pretty positive tone on the market backdrop for deployment. Obviously, you know, as the markets recover post-pandemic and liquidity in the markets persists, we just expect transaction activity to remain healthy, if not elevated, throughout the rest of the year. So as we sit here today, we had a very active Q1 process. on the heels of a very active Q4. And I remind people, Q1 tends to be our seasonally slowest quarter for deployment. So to see that kind of, that kind of deployment in Q1, I think is a really positive sign. I think the good news is that we're seeing deployment opportunities across the entirety of the platform. PE is very active. We're seeing transaction flow increasing there, particularly as there's, you know, discussion about capital gains rates. So I think you should expect to see transaction activity increase, real estate's active. So I'd say, Jerry, the good news is, you know, 15 months removed from the depths of the pandemic, the market's feeling pretty strong from a deployment standpoint. And I think that should translate in terms of the AUM not yet earning fees.

Great. Thanks for taking my question this morning.

Our next question comes from Craig Siegenthaler with Credit Suite.

Thanks. Hope you're all doing well, and congrats on crossing $200 billion.

Thanks, Craig.

So, Mike, after another record-breaking direct lending fund in Europe, could you update us on the competitive landscape in private credit in Europe? And we're seeing larger capital raises across the industry. But I wanted to see how this is impacting spreads and credit quality. And maybe you can highlight some of the moats that are in the Aries business.

Sure. And I'll address that. And then Kip is on the line, too. So if he has any color commentary, Kip, feel free to chime in. You know, as we've talked about, for now 20-plus years as the private credit markets have developed and we've solidified our leadership position. The moats, simply put, are origination advantages, i.e. more people in more offices with more local relationships. That sourcing engine at scale allows you to be much more selective in the deals that you do. which drives outperformance in credit. And I think that shines through when you look at our track record through cycles, both in terms of the IRRs delivered, but also the infinitesimal loss rates that we experience. So order of magnitude in private credit, we have a close rate of about 3% to 5% of all the deals that come through the transom. And that origination engine drives credit performance. scale of capital and flexibility of capital is also a pretty big advantage, which is why we're so pleased to see the scaling in Europe the way that we saw it in the U.S. The reason for that is you want to cover the broadest set of available market opportunities from the small end of the market to the large end of the market. And when you go through volatile markets like we went through in 2020, the ability to deliver certainty of close and flexibility of structure at scale is a pretty unique capability. And so you see us now in Europe doing what we've been doing in the U.S. for years at the large end of the market, which, as Kip talked about yesterday, is actually offering some pretty compelling risk-adjusted return relative to the core middle market today. And then lastly, which is something that we're really enjoying and you really see the benefits of, in a market like 2020 is just the value of incumbency. And year in and year out, both in Europe and the U.S., we see that roughly 50% of our transaction flow, in some cases north of that, is coming from our existing portfolio as they're growing, deleveraging and releveraging, making acquisitions, transitioning ownership. So when you build that big portfolio globally that we have the embedded value of being able to re-underwrite that portfolio and recommit to it is a pretty big advantage. I think the competition, it feels more competitive in the sense of the number of folks that have capital to deploy, but at the risk of sounding immodest, I don't think that we're experiencing that increased liquidity as significantly more competition. because of some of these competitive advantages that I talked about. In the European market in particular, we have such a large advantage in terms of our capital base and the number of people that we have deployed against the market opportunity. We think that we've created some pretty significant white space between us and others in the market. The only other comment I'd make to your question is, in Europe, we're not seeing a meaningful impact on spreads and upfront fees from the amount of capital that's in that market, which I think speaks to the resilience of the asset class.

I don't know, Kip, anything you'd add to that? No, I don't think so. I think that's a really good summary, Mike. I mean, Craig, it's just, you know, the banks continue to lose market share and there continues to be, you know, increased acceptance, I think, of direct lenders, right? Just our market share in that market continues to go up.

Thanks. No, very comprehensive. My follow-up is on ACOP5. The net IR continues to rebound. It's in striking distance of the prep rate. Maybe you can remind us how the catch-up math will work. as it crosses the PREF rate, and you could have a real large increase in future realized performances from the fund.

Yeah, Matt and Bennett are on. Maybe they want to talk about what we're experiencing in that fund because it's generating some pretty extraordinary performance right now. And then maybe Mike can help you out with the math, right?

Great. So this is Matt, and thanks for the question. ACOF V is seeing some nice increase in performance. I think we were up about 16% in the first quarter. We are seeing increases really in a few different industries, healthcare, which we have three different healthcare investments in ACOF V. Both are having strong underlying growth, you know, as well as good valuations in this market. Services, where we have a couple of services investments that are both growing nicely, even in the COVID environment, as well as valuation. And we had some recovery in energy. Prices of energy have increased, and we're seeing some increases in optimism in energy. So we feel good about the ACOF 5 portfolio. and we feel good about the continued, hopefully, increase in IRR, I think, in that portfolio as we see the continued underlying growth in each of those companies that we expect.

What's amazing, Craig, too, ACOF 5 is a bright spot, but if you look at some of the older vintages, ACOF 1 through 5 in the aggregate, Even with the energy exposures, that composite was up about 40% over the last 12 months. Mike McFerrin, do you want to talk about the catch-up?

Craig, once we clear the PREF, there's a catch-up mechanism on the GPLP split. And then once you get past that, I'm going to call that, let's say it's around a 9.6% IRR, then you just have your 80-20 split. So it's a little disproportionate in between the two, but that's usually a short window.

Mike, is it 20-80, kind of the inverse in catch-up, or is it 100-0? I just forgot the math on that one.

You know, I don't have it in front of me. I'm going to go off memory, and I think it's... I think it's 85-15 or 80-20, so the inverse to your point.

Got it. Thank you, guys. Sure, thanks, Craig.

Our next question comes from Alec Lowstein with Goldman Sachs.

Hey, good morning, or good afternoon, actually, I guess. Question for you guys in capital management. Given your recent secondary offering and with Amdeal not happening, should we be thinking about the plans to retire the PREF that you talked about earlier with cash on hand or with issuing potentially new PREF or new debt? And I guess, big picture, as you continue to evaluate acquisition opportunities in the space, how should we think about your ability to sort of fund them with your current resources available as opposed to having to tap the equity markets again?

Do you want me to start with that, Mike? Yeah, go for it. Sure. Hi, Alex. Look, I think with this equity raise, we are in a great position from a liquidity standpoint. We were in a strong position before, so it was very opportunistic for us. I think we're set up from a leverage standpoint and from a cash-on-hand standpoint that from a combination of closing landmark and, as we mentioned on the call, taking out the prep, We have the capital to do both, as well as support organic opportunities, and as Mike mentioned, potentially inorganic opportunities. If we were to tap any incremental capital, it would be opportunistic in the debt markets, and that would just be a function of future opportunities, both from a capital market standpoint as well as things we're looking at. But I would not envision us thinking about being back in the equity markets for any time in the foreseeable future. I think we're well set up. Great.

That's helpful. And then a couple of smaller questions here just around the private equity business. I was hoping you guys could update us on the pace of fundraising for ACOP 6, and ultimately when do you expect the fees to start coming in and sort of like kind of an implication for private equity management fees on the back of that?

Sure. You want me to start? And Mike McFerrin, you could jump in also on the fees. So with ACOF 6, we stand at $4.3 billion and committed today in the fund. We expect in private equity, we think about the business really overall in terms of our fundraising activities. We expect in the private equity business overall to raise about $5 billion of capital over the next 12 months. Um, specifically for ACOF 6, uh, we turned on fee in the fourth quarter, uh, last year. Uh, and so that is, uh, already starting to flow in 2021, you know, and ultimately we'll, um, have some increase here in 2021 as we get the final close and have some, uh, catch-ups, you know, relative to the ultimate fund size. Uh, Mike, is that a fair kind of assessment?

Yeah, I think that's spot on. And as you know, when you have subsequent closes of a committed capital fund, you'd also have a bit of those one-time catch-up fees that you'll benefit from because new LPs will be paying factory management fees back to the start date. So you'll have a little bit of some – when you have subsequent closes, you can see pops off those, but then you'll just have run rate fees after that on committed.

Yep, that's what I was asking. Yeah, this is Bennett. This is Bennett. I would also highlight we're off to a really great start with deployment with about $1.7 billion of that amount deployed already and committed.

Got it. Yep. That all makes sense. Thanks very much.

Our next question comes from Mike Carrier with Bank of America.

Great. Thanks for taking the questions. I'm just on the, on FRE. So expenses were on the later side this quarter. So Mike, anything unusual to note, any change in the outlook or timing, you know, the target, just given that the FRE margin, you know, came in already at 38%. Obviously you probably get some, you know, post COVID expenses in the second half of the year, but just any update there.

Mike, just to clarify, I couldn't hear you clear then. The first part of your question, the second part, I get it on the margin, you know, the COVID expenses. What was the first part of your question on FRA for the quarter? Did you say you felt lighter or?

I was just saying that the expenses were lighter. You know what I mean? Anything unusual.

Sorry. Sorry. I was like, yeah, not FRA.

40% year over year. Didn't feel light. Yeah, G&A, look, G&A is, you know, usually, if I look at the average of the last four quarters, it runs on average around $42 million a quarter. This Q1 is a little lighter usually. Q4 usually runs a little heavier. I will say it's a combination of there are some benefits, and I'd say it's a couple million still from reduced travel related to COVID. But at the same time, we're benefiting from scale. I think our team has done a great job on expense management. I know in the past we've talked about how we opened up – kind of an operational center of excellence in Mumbai a year and a half ago. That's given us some great operational synergies and cost leverage. But there was nothing unusual this quarter in G&A. It was more a matter of there was no kind of one-time or larger expenses on anything else on the capital rates front or whatever. But this quarter was, you know, it was just kind of a clean run rate G&A number, again, with a little bit of benefit from reduced travel.

Okay, great. And then just as a follow-up, just on performance income, you know, real life's tough to gauge, but just given the strong performance you guys have been seeing, you know, the rising net accrued balance, maybe if you could just update on, like, seasoning of the portfolio, you know, and the outlook in the current backdrop. And then if I can just squeeze it in, the legacy investments that you guys mentioned that drove the investment losses, is that fully out? I mean, so should we expect that to kind of normalize going forward then?

Sure. Let me start with that one first. So, as I mentioned in prepared remarks, it was an old portfolio related to a small fund that we called an ACOF Asia fund. It's over a decade old. It's really down to its last handful of positions. You know, a realization this quarter, the stuff's already been written down. We took a $12 million hit. You know, as we sit here today, or as of March 31st, The remaining unrealized losses against that portfolio, if they were to be realized at those prices, would be $19 million that could come in over the next couple years. I'm optimistic and hopeful it's less than that. But again, if we were to liquidate portfolio at marks, that would be the magnitude of what you're talking about. So it's pretty small. And then on the performance income side, You know, the $424.3 million, a third of that is American-style waterfall funds, of which almost all of it is past its respective investment periods. So that kind of sets up a really nice profile to Mike's comments in his prepared remarks about this is an attractive backdrop for monetization. when I think about just the substantial amount of the carry that's in funds that are in, in fact, what you would call harvesting mode as they're past investment periods. The other thing I'd want to highlight, and I think you're aware of this, and it's going to become more evident in the years ahead, but I think the ACE-5 closing is indicative of how it's going to continue, is with over 40% of the carry or net accrued carry in credit funds, What you're seeing is we have this nice pipeline of accrued carry in funds, really going back about three, four years before, that are kind of sequenced one after each other, both with the US and Europe, predominantly in direct lending, but then more recently with special opportunities and alternative credit. And what you're gonna start seeing is a sequence of once those funds start kind of crossing over, triggering carry from the European waterfall, it's gonna kind of be recurring and growing, because you had all these fun sequences after each other. And then again, with something like an ACE-5, those amounts wouldn't grow and grow. So it's something I think we're looking forward to talking more about and putting some math around in the future. But I think what you're going to see with us starting, I think, over the next couple of years is kind of a differentiated carry profile where you're going to start having a bit of this kind of recurring that's not dependent upon actually exits of transactions because it's coming off a credit block. And once it starts, it should grow. So, again, I think it's something that's going to be unique to our model, but I'd say it's going to be pretty neat and, you know, a lot more predictable from the realized income standpoint when it starts triggering on.

Hey, Mike. Yes. Okay. I was just going to say, I'll jump in. Yeah, just to jump in, I think, look, The environment for realizations right now, from a PE perspective, is as good as you can imagine, with the financial buyer bid being incredibly strong, the IPO bid being incredibly strong, the SPAC bid. There's other alternative strategic buyers. So I do think you're going to see us be considering opportunistic chances for realization in across the portfolio, and they may not necessarily be, you know, full-sale monetizations, but we have lots of options in front of us, and we're evaluating them at many of our portfolio companies at the moment.

Great. Thanks a lot.

Our next question comes from Adam Beattie with UBS.

Thank you, and good afternoon. I'm just wanting to ask about sort of the Aries contribution in terms of, you know, Cedar anchor capital for particularly, I guess, the private equity fund, given some of the recent raises, you know, with the, with the offering in the quarter, you know, I wouldn't say you're, you're constrained in any way, but just how much of a consideration is that use of capital for you as you, as you launch new funds? Thanks.

Sure. Hey, Adam, it's Mike. I'll, I'll take that. The, the, I remind everybody that we are committed to running a balance sheet-like model. The uses for our capital are some of the strategic initiatives that we're active on and making commitments in support of existing and new funds. As a general rule, if you look across the portfolio, it tends to shake out to be about 1%. But what we have seen, I think we've talked about this before, is that as the firm is growing and as folks are here longer, the individuals are actually taking up a more significant portion of what historically would have been the GP commit. That comes with two benefits. One is obviously it reduces requirements for the use of the balance sheet. But two, it actually drives much better alignment with the private institutional or retail LP, which is actually supportive of the fundraising. And so if you look at the growth of the balance sheet, what you're not seeing is the growth of the individual commitments alongside the balance sheet that is quite substantial at this point. And the last thing to remember, when we converted... to a corp, and we outlined our capital policy of a dividend pegged to our FRE growth with the reinvestment of our realized income into the balance sheet compounding at a low tax rate. That was with a view that we should be able to support the balance sheet needs of our funds through the continued realization of the historical ones. So at it gets to a place where it becomes effectively self-financing as we scale.

That's great, Mike. Thank you for walking through those dynamics. And then I just wanted to circle back on SMBC and the partnership there. I mean, it seems like you're broadening and deepening relationships with existing LPs and also bringing on some new ones. And I'm assuming some of that, or much of it maybe, is product-driven given some of the launches, et cetera. But I wanted to circle back on that relationship and just get your thoughts or comments or any color on how that's manifesting and helping drive the business. Thank you.

Sure. I'm glad you asked the question because a lot of times when there's so much going on here, we talk about the strategic initiatives and we don't always get to go back and report on how they're going. That partnership over the last 15 years has been fantastic. Over the last 15 months, it has really accelerated. We have found a number of opportunities to collaborate on where they brought very differentiated balance sheet to our platform. We are very active and hopefully we'll be in a position to talk about some new strategic product launches with them next quarter. But probably the biggest illustration of the type of relationship and value they bring, if you look at the recent equity raise that we did in support of the landmark acquisition, pay down of the preferred and the strategic pipeline. SMBC stood up with $250 million in a side-by-side private placement, you know, in support of the company. So I think that was a pretty, you know, meaningful demonstration of the strength of the partnership, but also, you know, how well it's going and how pleased I think we both are with with the progress we're making.

That's great. Multifaceted, it sounds like. Thanks very much.

Yeah, for sure. Thanks.

Our next question comes from Chris Harris with Wells Fargo.

Thanks, guys. Are you able to talk to us about why the AMP deal didn't come together? It seemed like, you know, obviously the conversations were far enough along and it was an asset you guys were really interested in.

You know, Chris, it's hard for us to really comment in detail. We're subject to a confidentiality agreement. And as we've talked about on prior calls, kind of a unique set of circumstances just around the ASX disclosure requirements versus our disclosure requirements, Australian media practices versus U.S. So Um, I only highlight that because we've been pretty consistent in our disclosures. Um, you know, we did confirm and I'll confirm it here again, that we were absolutely working faith to a potential transaction, uh, around, uh, all or parts of their private markets business. And, um, you know, the AMP board ultimately decided to go in a different direction. Um, you know, we may, we all may get the benefit over time of increased disclosures from their side as to, you know, how they landed in that decision. But beyond that, I can't really, can't really comment.

Okay, got it. Thank you. Yep.

Our next question comes from Robert Lee with KBW.

Great. Thanks for taking my follow-up. Mike, I'm just curious. I mean, some Obviously, some of your peers have built capital market-backed businesses. You know, some more recently have talked about it, particularly stemming from their credit businesses as another way to grow fees. And, I mean, I know ARCC generates, you know, structuring service fees and whatnot, but, you know, is that a potential business that you think there's more that you guys can do there or build out to kind of complement your... your managing fees?

Yeah, I would say at the margin, yes, Rob. We've talked about this before. We are very active in the capital markets, but largely where we are active, we are effectively passing those economics on to the investors supporting those pools of capital. That's just a fundamental philosophical view that we have here. That being said, as our reach expands, as the investor base broadens, we have the capability here to, you know, monetize our relationships and our balance sheet differently than we have in the past. So I think that it could be an incremental revenue stream for us for sure, but I would not expect to see us, you know, with a fully developed capital markets capability. It's just not the way that we're set up or the way that we think about delivering value to our end LPs.

Great. Thanks, Mike.

Yep.

And our last question today comes from Michael Cypress with Morgan Stanley.

Hey, thanks for taking the question. I was just hoping you could update us on your middle market cash flow lending business, that is the non-sponsor finance business, just in terms of where you guys are today and size, some of the initiatives you have in place in terms of building out some of the origination efforts there.

Yeah, I'll give you a general view and then I'll let Kip chime in here. We take a pretty broad view to our private credit business. So if we're talking about middle market corporates, we've always had a meaningful business in the non-sponsored part of the market. The reality is the sponsor market is obviously a big driver of that, but we've seen an opportunity over time to create teams that are focused on non-sponsored origination and execution as well as specific industry verticals. We've had good success and we continue to grow in places like direct-to-company ABL through our commercial finance business. Our life sciences and healthcare industry teams are enjoying a lot of success direct-to-company. We have mentioned on prior calls that we've stood up an effort in COVID around sports media and entertainment assets that's largely direct to company. Our energy and infrastructure teams, obviously lending direct to companies. So that is a big part of the growth opportunity. But I would probably say as big as those get, They're growing apace with the sponsor business, not necessarily outpacing. In terms of the percentages, I'm going to throw out, and Kip, you correct me if I'm wrong, it's probably, you know, in any given period, 20% to 30% of the business, but obviously on a very large embedded capital base.

Yeah, I think that's right. I mean, my call-out is, right, and you know this as well as I do, but just one other point. We really chose to dedicate resources. So, we've been hiring, you know, dedicated to do direct-to-company lending and will continue to simply because, you know, when you take somebody in a region and, you know, they have some amount of throughput to do deals and they have to choose between, you know, $500 million financing with a sponsor or a $30 million direct-to-company loan, they, of course, tend to prioritize the larger ones. So, We finally, after a lot of years of not wanting to staff that team differently, we finally chose a couple years back to staff that team differently, and it's actually paying some real dividends for us. So I think we'll continue hiring there, and it will continue growing as a percentage of our mix.

Great. Thank you.

This concludes our question and answer session. I'd like to turn the call back over to Mike Arrigetti for any closing remarks.

Thank you. Yeah, I would just close maybe with the summary of where I think we are, which is that the fundamentals in the company have never been stronger in terms of the setup of available capital, investment performance, the continued fundraising momentum that we have. you know, with the market backdrop that we're in, we are very excited about what 2021 holds for us. So we look forward to updating everybody in our progress in a couple of months.

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 May 27th, 2021 by dialing 877-344-7000. and to international callers by dialing 1-412-317-0088. For all replays, please reference conference number 010-53153. An archive replay will also be available on a webcast link located on the homepage of the Investor Resources section of our website.