BrightSphere Announces Preliminary Results of Its Tender Offer
December 07 2021 - 8:06AM
Business Wire
BrightSphere Investment Group Inc. (NYSE: BSIG) today announced
the preliminary results of its tender offer, which expired at 5:00
P.M., New York City time, on Monday, December 6, 2021, to purchase
for cash up to 33,300,000 shares of its common stock at a purchase
price of $31.50 per share.
Based on the preliminary count by Computershare Trust Company,
N.A., the Depositary for the tender offer, a total of approximately
67,884,024 shares of BrightSphere’s common stock were properly
tendered and not properly withdrawn. BrightSphere expects to
purchase approximately 34,917,532 shares of common stock in the
tender offer, which amount includes approximately 1,617,532 shares
that BrightSphere elected to purchase pursuant to its right to
purchase up to an additional 2% of its outstanding common stock.
Due to the oversubscription of the tender offer, BrightSphere
expects to purchase on a pro rata basis approximately 51.3% of the
shares of common stock tendered (other than “odd lot” holders,
whose shares will be purchased on a priority basis).
In accordance with the terms and conditions of the tender offer
and based on a preliminary count by the Depositary, BrightSphere
expects to purchase these shares of common stock for a total cost
of approximately $1.1 billion, excluding fees and expenses relating
to the tender offer. The shares of common stock expected to be
purchased represent approximately 43% of BrightSphere’s total
outstanding shares as of December 6, 2021. As previously disclosed,
following the consummation of the tender offer and related
transactions, funds managed by Paulson & Co. Inc. and its
affiliates will hold less than 20% of BrightSphere’s outstanding
stock.
The number of shares expected to be purchased in the tender
offer is preliminary and subject to change. The final number of
shares to be purchased in the tender offer and the final aggregate
purchase price will be announced following the completion of the
confirmation process by the Depositary. Payment for the shares
accepted for purchase pursuant to the tender offer will occur
promptly thereafter.
The Company’s tender offer was made pursuant to an Offer to
Purchase and Letter of Transmittal, each dated November 4, 2021, as
amended and supplemented on November 8, 2021.
Citigroup Global Markets Inc. and RBC Capital Markets, LLC acted
as the Dealer Managers for the tender offer. Georgeson LLC acted as
the Information Agent for the tender offer. All inquiries about the
tender offer should be directed to Citigroup Global Markets Inc.
toll-free at 1-877-531-8365, RBC Capital Markets, LLC toll-free at
1-877-381-2099 or Georgeson LLC toll-free at 1-888-607-9252.
About BrightSphere
BrightSphere is a global asset management company with one
operating subsidiary, Acadian Asset Management, with approximately
$114 billion of assets under management as of September 30, 2021.
Through Acadian, BrightSphere offers institutional investors across
the globe access to a wide array of leading quantitative and
solutions-based strategies designed to meet a range of risk and
return objectives. For more information, please visit
BrightSphere’s website at www.bsig.com. Information that may be
important to investors will be routinely posted on our website.
Cautionary Note Regarding
Forward-Looking Statements
This press release includes forward-looking statements,
including those related to the results and settlement of the tender
offer and the ownership percentage of Paulson & Co. Inc. and
its affiliates following the tender offer and related transactions.
The words or phrases “expect,” “anticipate,” “estimate,” and other
similar expressions are intended to identify such forward-looking
statements, but the absence of these words does not necessarily
mean that a statement is not forward-looking. Such statements are
subject to various known and unknown risks and uncertainties and
readers should be cautioned that any forward-looking information
provided by or on behalf of the Company is not a guarantee of
future performance.
Actual results may differ materially from those in
forward-looking information as a result of various factors, some of
which are beyond the Company’s control, including, but not limited
to, those related to the Depositary’s confirmation process for the
tender offer and those discussed in the Company’s most recent
Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on March 1, 2021, and subsequent SEC filings, including
risks related to market conditions, the disruption caused by the
COVID-19 pandemic, which has and is expected to continue to
materially affect our business, financial condition, results of
operations and cash flows for an extended period of time. Due to
such risks and uncertainties and other factors, the Company
cautions each person receiving such forward-looking information not
to place undue reliance on such statements. Further, such forward-
looking statements speak only as of the date of this press release
and the Company undertakes no obligations to update any forward
looking statement to reflect events or circumstances after the date
of this press release or to reflect the occurrence of unanticipated
events.
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version on businesswire.com: https://www.businesswire.com/news/home/20211207005661/en/
Elie Sugarman ir@bsig.com (617) 369-7300
BrightSphere Investment (NYSE:BSIG)
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