Attached files
| file | filename |
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| EX-10.1 - EXHIBIT 10.1 - Artio Global Investors Inc. | dp17739_ex1001.htm |
| EX-99.1 - EXHIBIT 99.1 - Artio Global Investors Inc. | dp17739_ex9901.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): May 18, 2010
Artio
Global Investors Inc.
(Exact name of
registrant as specified in its charter)
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Delaware
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1-34457
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13-6174048
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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330
Madison Ave.
New
York, NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
297-3600
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former name or
former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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As
previously disclosed, in connection with the closing of the initial public
offering (“IPO”) of Artio Global Investors Inc. (the “Company”), Richard C. Pell
(“Pell”), Rudolph-Riad Younes (“Younes”, and together with Pell, each a
“Principal” and collectively the “Principals”) entered into an exchange
agreement with the Company (the “Exchange Agreement”) which permits each Principal (and
certain of his permitted transferees, including the Richard Pell Family
Trust (the “Pell Trust”), and the Rudolph-Riad Younes Family Trust (the “Younes
Trust” and, together with the Pell Trust, the “GRATs”) to sell up to 20% of the shares of Class A common
stock that he owns on or after the first anniversary of the
pricing of the IPO and an additional 20% of such remaining shares of Class A common stock on or
after each of the next four
anniversaries of the IPO
(the “lock-up”). Under the Exchange Agreement,
each Principal and GRAT has the
right to exchange New Class A Units of our subsidiary Artio Global Holdings
LLC (“Holdings”) from time to time for shares of Class A
common stock of our Company
on a one-for-one basis, subject to customary conversion rate adjustments for
stock splits, stock dividends and reclassifications and other similar
transactions. Any exchange of New Class A Units is generally a
taxable event for the exchanging Principal. The Exchange Agreement
contains an exception to the
lock-up: each Principal is permitted to sell shares of Class A common stock in
connection with any exchange up to an amount necessary to generate
proceeds (after deducting
discounts and commissions) sufficient to cover the taxes payable on such
exchange (the amount of shares permitted to be sold determined based upon the
stock price on the date of exchange, whether such shares are sold then or
thereafter), based upon a deemed tax rate. Based
on current tax rates which
are subject to change, the
deemed rate is approximately 27.6%. As described in the
Exchange Agreement, the lock-up prohibits a Principal from pledging, selling, contracting to
sell, selling any option or contract to purchase, purchasing any
option or contract to sell, granting any option, right or warrant to purchase,
lending, or otherwise transferring or disposing of, directly or indirectly, any
of his shares of Class A common stock (other than transfers to permitted
transferees) or entering into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Class A common stock, whether any such transaction is to be settled by
delivery of Class A common stock or such other securities, in cash or
otherwise.
On May
20, 2010, the Company entered into Amendment No. 1 (“Amendment No. 1”) to the
Exchange Agreement, by and among the Company, each Principal and the
GRATs. Amendment No. 1 provides that, in an exchange, each Principal
may sell up to a number of shares of Class A common stock to cover taxes
(calculated at a deemed tax rate) payable upon any exchange of New Class A Units
for shares of Class A common stock in accordance with the terms of the Exchange
Agreement based upon, at the irrevocable written election of the Principals or
their permitted transferees at the time of the exchange, either the stock price
of the Class A common stock on the date of the exchange (as was the case in the
Exchange Agreement prior to such amendment) or the offering price of the Class A
common stock in the case of a public offering.
This
summary does not purport to be complete and is qualified by reference to the
full text of Amendment No. 1, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Pursuant to the Exchange
Requests (as defined in the Exchange Agreement)
delivered by each Principal
on May 18, 2010, the Company issued 3.0 million restricted shares of
Class A common stock to each of Pell and Younes in exchange for an equivalent
number of New Class A Units (the “Exchange”). At the time of the Exchange, an
equivalent number of shares of Class B common stock were surrendered by the
Principals, and cancelled. The Exchange was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933, as amended.
As
described under Item 1.01 above, as a result of the Exchange, each of the
Principals is permitted to sell Class A common stock up to an amount necessary
to cover taxes (calculated at a deemed tax rate), and in lieu of such
sales has elected to sell a number of New Class A Units based upon the
offering price of Class A common stock in a proposed offering. The
Company expects to conduct a public offering and use the proceeds of such
offering to purchase New Class A Units and/or repurchase shares of Class A
common stock (at the same price as the public offering price less underwriting
discount) from the Principals in an amount sufficient to cover taxes as
calculated in the Exchange Agreement with respect to the exchange described in
the prior paragraph, as well as any subsequent exchanges that the Principals and
GRATs may undertake prior to completion of the offering. We expect that each of
the
Principals and their respective GRATs will
exchange and/or sell to the Company all but a small portion of their New Class A
Units in connection with such offering, and the offering would be sized to
generate proceeds to cover taxes (calculated at a deemed tax rate) on all such
exchanges and sales. Based
on current tax rates which
are subject to change,
the deemed rate is approximately 27.6%. The Company would not
anticipate raising any proceeds
in any such offering for
any purpose other
than to purchase
New Class A Units and/or repurchase
Class A common stock from
the Principals.
In
addition, GAM Holding
Ltd. has
informed the
Company that it would not exercise piggyback
registration rights
in connection with such offering. The shares of Class A common
stock held by the Principals and the GRATs after the transaction will remain
subject to the lock-up.
In
addition, as described in prior reports, the Exchange, and any subsequent
exchange and/or
sale of New Class A Units to the Company, are expected to result in an increase
in the tax basis of tangible and intangible assets of Holdings with respect to
such New Class A Units acquired by the Company. This increase in tax basis is
likely to increase
(for tax purposes) depreciation and amortization allocable to the Company from
Holdings and therefore reduce the amount of income tax the Company would
otherwise be required to pay in the future, although the Internal Revenue
Service (“IRS”)
might challenge
all or part of this tax basis increase, and a court might sustain such a
challenge. Pursuant to a Tax Receivable Agreement with the Principals, the
Company is required to pay to each of them 85% of the amount of the reduction in
tax payments, if any,
in U.S. federal,
state and local income tax that the Company realizes as a result of the
increases in tax basis created by each Principal’s
exchanges described above. We will not be reimbursed for any payments previously
made under the Tax Receivable Agreement
if such basis increase is successfully challenged by the IRS. As a result, in
certain circumstances, payments could be made under the Tax Receivable Agreement
in excess of our cash tax savings. In addition, the availability of the tax
benefits may be
limited by changes in law or regulation, possibly with retroactive
effect.
Item 9.01 Financial
Statements and Exhibits.
On May 21, 2010, the Company issued a
news release announcing the Principals’ Exchange and the expected related public offering. A copy of the
news release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 9.01 and the attached exhibit 99.1 are being
furnished to the Securities and Exchange Commission and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any filing of the
Company under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such a
filing.
A registration statement relating to
the securities to be sold in the Company’s expected public offering has been
filed with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time the registration statement becomes effective. The information
in this Current Report on Form 8-K and the exhibits filed herewith shall not
constitute an offer to sell or a solicitation of an offer to buy these
securities, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
state. Copies of a prospectus, when available, may be obtained from
Goldman, Sachs & Co., Prospectus Department, 200 West Street, New York, NY
10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing
prospectus-ny@ny.email.gs.com.
| (d) |
Exhibits.
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Exhibit No.
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Description
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Exhibit
10.1
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Amendment No. 1 to the Exchange
Agreement dated as of September 29, 2009 by and among Artio Global
Investors Inc., Richard C. Pell, Rudolph-Riad Younes, the Richard Pell
Family Trust, and the Rudolph-Riad Younes Family Trust
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Exhibit
99.1
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News Release issued May 21,
2010
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Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Artio Global Investors
Inc.
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Date: May 21,
2010
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By:
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/s/ Adam Spilka
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Name:
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Adam Spilka
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Title:
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General Counsel and Corporate
Secretary
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