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a total of approximately 67,884,024 shares of BrightSphere's common stock were properly tendered and not properly withdrawn.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.
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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