Form 424B5 ARES INVESTMENTS HOLDING Filed by: ARES MANAGEMENT LLC

Form 424B5 ARES INVESTMENTS HOLDING Filed by: ARES MANAGEMENT LLC

Subordinated bonds to be redeemed plus accrued and unpaid interest up to and excluding the redemption date. If a Change of Control Event occurs, the Subordinated Notes may be redeemed at an AFC III option, in whole but not in part, within 60 days of the occurrence of such Change of Control Event, at a redemption price equal to 101% of the principal amount of the Subordinated Notes to be redeemed plus accrued interest. And unpaid until the redemption date, excluding the redemption date.

The Subordinated Notes are unsecured subordinated obligations of AFC III, rank equally with each other and with any indebtedness rating on a par with the Subordinated Notes and rank higher than any indebtedness rating below the Subordinated Notes. The rights and claims of holders of subordinated notes are subordinate to the claims of any senior indebtedness. The Subordinated Notes are structurally subordinate to all existing and future indebtedness and other obligations of AFC III and its guarantor subsidiaries that do not guarantee the Subordinated Notes.

The covenant governing the Subordinated Notes includes requirements that, among other things, restrict the ability of AFC III, as applicable, the guarantors to merge, consolidate, sell, transfer, or lease assets and to create liens on the assets.

As of September 30, 2023, $450.0 million of the subordinated notes remained outstanding.

3.250% Senior Notes due 2030 (“2030 Notes”)

On June 15, 2020, Second Africa Finance Corporation issued $400,000,000 aggregate principal amount of the 2030 Notes at 99.77% par amount. The 2030 Notes are fully and unconditionally guaranteed by AMC’s indirect subsidiaries of Ares Operating Group, AIH, AM, AFC, AFC III and AFC IV, and will be guaranteed by any other entity required to become a guarantor of the 2030 Notes contemplated by the indenture governing the Notes. 2030. Interest is paid semi-annually on June 15 and December 15 of each year. The 2030 Notes will mature on June 15, 2030, unless redeemed or repurchased earlier. The 2030 Notes may be redeemed prior to the maturity date pursuant to the AFC II option at a redemption price equal to 100% of the principal amount to be redeemed and a “full” redemption price, plus accrued and unpaid interest, if any, to but excluding the redemption date; provided, however, that if AFC II redeems any 2030 Notes on or after March 15, 2030, the redemption price of the 2030 Notes will be equal to 100% of the principal amount of the 2030 Notes being redeemed, plus accrued and unpaid interest, if Found, but excluding the redemption date.

The 2030 Notes are AFC’s second unsecured, unsubordinated obligations and: (i) rank pari passu in right of payment with all of its existing and future unsubordinated indebtedness and other obligations and commitments; (2) has the right to repay all of its current and future subordinated indebtedness; (3) be effectively subordinated in the right to payment of all of its present and future secured indebtedness, to the extent of the value of the assets securing such indebtedness; and (4) are structurally subordinate to the right of payment for all current and future indebtedness, obligations and commitments of each AFC II affiliate or guarantor (other than AFC II) that is not a guarantor.

The guarantors of the 2030 Notes fully and unconditionally guarantee payment of principal, premium, if any, and interest on the 2030 Notes on a joint and several basis. The Guarantees are unsecured, unsubordinated obligations of the Guarantors that: (i) rank equally in right of payment with all existing and future unsecured indebtedness, obligations and other liabilities of the Guarantors; (2) has the right to repay all existing and future subordinated debts of the Guarantors; (3) be effectively subordinate in the right of payment to all present and future secured indebtedness of the Guarantors, to the extent of the value of the assets securing such indebtedness; and (4) are structurally subordinate to the right of payment for all current and future indebtedness, obligations and commitments of each Guarantor Subsidiary that is not itself an AFC II or a Guarantor.

In the event of a change in control, as set forth in the covenant governing the 2030 Notes, AFC II shall offer to repurchase the 2030 Notes at a repurchase price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to, but Except, buyback date.

The covenants governing the 2030 Notes include requirements that, among other things, limit the ability of AFC II, as applicable, guarantors to merge, consolidate, sell, transfer or lease assets and to create liens on assets. These charters are subject to a number of important qualifications and restrictions.

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