SecProbe.io

February 6, 2014

Via E -mail
Michael D.  Weiner
Executive Vice President and Chief Legal Officer
Ares Management GP LLC
2000 Avenue of the Stars, 12th Floor
Los Angeles, CA  90067

Re: Ares Management, L.P.
Draft Registration Statement on Form S -1
Submitted January 10, 2014
  CIK No. 0001176948

Dear Mr. Weiner:

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing the information you provide in resp onse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Draft Registration Statement on Form S -1

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securitie s Act,
whether or not they retain copies of the communications.  Similarly, please
supplementally provide us with any research reports about you that are published or
distributed in reliance upon Section 2(a)(3) of the Securities Act added by Section 105(a )
of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or
will participate in your offering.

2. Please provide us with a copy of all graphic materials or artwork you intend to include in

Michael D. Weiner
Ares Management GP LLC
February 6, 2014
Page 2

 your prospectus.  We may have comme nts, which you should address before printing
your preliminary prospectus for distribution.

3. The Division of Investment Management is currently reviewing your draft registration
statement.   Upon the completion of their review, we may have additional commen ts.

4. We note your comparative statements about your position in the industry.  For example:

 “Ares is a leading global alternative asset manager…;”

 “We are one of the top ten bank loan institutional managers… ;”

 “We believe each of our four distinct but c omplementary investment groups is a
market leader… ;”

 “We are one of the most consistent private equity managers in the United States… ;”

 “Our tradable Credit Group is a leading participant in the tradable, non -investment
grade corporate credit markets…;” and

 “Our Direct Lending Group is one of the largest self -originating direct lenders to the
U.S. and European markets …”

Please provide the bases for these statements and similar statements regarding your
competitive position or advantages over your competitors.

Cover Page

5. Please identify the lead or managing underwriters and indicate the nature of the
underwriting arrangements.

Table of Contents

6. We note your statement that the offering and sale of your securities in certain
jurisdictions may be r estricted by law.  Please expand this discussion to identify the
jurisdictions and the restrictions that potential investors need to be aware of.

Prospectus Summary

Ares, page 1

7. We note your statement that assets under management and total management fe es have
achieved annual growth rates of 31% and 33%, respectively.  If you experienced any
years in which the assets under management and/or total management fees decreased,

Michael D. Weiner
Ares Management GP LLC
February 6, 2014
Page 3

 please expand your disclosures to clarify that you experienced losses in some year s and
quantify these decreases.

Combined Segment Data, page 4

8. We note your presentation of segment revenues, performance related earnings, ENI and
distributable earnings.  Please balance these disclosures with your most directly related
financial measures calculated in accordance with GAAP.  Refer to Item 10(e)(1)(i) of
Regulation S -K.  Also, if you intend to include four years of combined segment data in
your next amendment, revise your registration statement elsewhere (e.g. summary
historical financial and other data on page 23, and selected financial data on page 103,
etc.) to include four years of financial information for consistent presentation.

Stable Earnings Model, page 5

9. Your disclosure relating to your stable earnings model implies that other alternative asset
managers do not manage significant portions of long term capital;  do not generate a
significant portion of the revenue from management fees; do not have a diverse capital
base and do not have a majority of their performance fees linked to credit investment
strategies.   Please provide the basis for your belief that othe r alternative asset managers’
strategies do not include these elements.   Similarly provide the basis for your statement
that a significant portion of your professional compensation is in the form of performance
fees, relative to your peers.

Risk Factors, page 37

Our internal controls over financial reporting do not currently meet all of the standards
contemplated by Section 404 of the Sarbanes -Oxley Act…, page 63

10. Please expand your disclosure to describe how  your internal controls over financial
reportin g currently do not meet all of the standards contemplated by Section 404 .

Market and Industry Data and Forecasts, page 79

11. Statements that you have not verified information obtained through independent sources
appear  to disclaim responsibility for informa tion included  in your registration statement.
Please delete these statements.

Use of Proceeds, page 87

12. Please quantify the expected amount of the cash distribution to your existing owners.

Michael D. Weiner
Ares Management GP LLC
February 6, 2014
Page 4

 Capitalization, page 91

13. Please expand your table to present your reorganization, offering adjustments, and any
other material transactions, in separate columns.

Unaudited Pro Forma Consolidated Financial Data, page 94

14. We note your disclosure on page 95 that your unaudited pro  forma consolidated financial
data does not reflect the impact of the tax receivable agreement (TRA) you have entered
into with TRA Recipients.  Please tell us what consideration you gave to conclude that no
pro forma adjustment of this transaction is nece ssary.  If certain information necessary to
calculate the financial statement impact of the TRA is currently not determinable,
disclose how you intend to account for the terms of the TRA once the holders of Ares
Operating Group Units exchange their Ares Op erating Group Units for Ares
Management, L.P. common units.

15. Please revise your pro forma statement of financial condition (page 96) and statements of
operations (pages 98 and 99) to disaggregate your reorganization and offering
adjustments and present s uch information in separate columns.

Notes to Unaudited Condensed Combined and Consolidated Pro Forma Statement of Financial
Condition, page 97

Note (b), page 97

16. We note your adjustment to reclassify from redeemable interests in AHI and consolidated
subsidiaries and from controlling interests in equity of AHI and consolidated subsidiaries
to non -controlling interest in Ares Operating Group related to the Ares Operating Group
Units to be held directly by APMC and certain limited partners following the
Reorganization.  Please expand your note to disclose how the pro forma balance of non -
controlling interest was derived.

Note (e), page 97

17. We note your intention to make a distribution to your existing owners at the time of the
reorganization and offerin g.  We also note from page 81 that a portion of this cash
distribution will be related to your previously undistributed earnings.  Please expand your
disclosure to discuss how this amount of distribution will be determined and whether it
will be made from available cash -on-hand or from offering proceeds.  Tell us what
consideration you gave to SAB Topic 1:B.3 in regards to providing pro forma per share
data regarding these distributions.

Michael D. Weiner
Ares Management GP LLC
February 6, 2014
Page 5

 Notes to Unaudited Condensed Combined and Consolidated Pro Forma Statements of
Operations, page 100

18. We note from your disclosure on page 114 that all payments made to your senior partners
were accounted  for as distributions on the equity held by such partners rather than as
employee compensation.  Please address the need to provide a pro forma adjustment to
reflect the changes in accounting for payments to senior partners as compensation
expense.

19. As a related matter, please address the need to provide a pro forma adjustment to reflect
compensation expense for any distribution of previously undistributed earnings  to your
employee -partners.

20. We note your intention to use a portion of the proceeds f rom this offering to repay your
outstanding indebtedness under the Credit Facility and your pro forma balance sheet
adjustment for this redemption.  Please address the need to provide a pro forma
adjustment to reflect the decrease in interest expense assoc iated with repayment of the
amount outstanding under the Credit Facility and any expenses relating to debt
extinguishment and/or other debt financing expenses.

Reorganization and Offering Adjustments, page 100

Note (g), page 100

21. We note adjustment (1)  as it relates to compensation expense to be recognized as a result
of the accelerated vesting for the unvested portion of certain existing interested held by
APMC at the time of recapitalization into Ares Operating group Units.  It is not clear how
you de termined this adjustment is consistent with Article 11 of Regulation S -X
considering this nonrecurring charge is not expected to have a continuing impact on your
statement of operations.  Please revise here and within your unaudited condensed
combined and consolidated pro forma statements of operations to remove such
adjustment.

Note (j), page 101

22. We note from your disclosure on page F -82 that in July 2013, AI and AH, each issued
non-voting, mandatorily convertible preferred Class D units to Alleghany  Insurance
Holdings LLC in exchange for $250 million and that these units are mandatorily
convertible into common equity upon the completion of a qualified IPO.  Please tell us
how you considered this transaction in your calculation of pro forma net income  per
common unit.

Michael D. Weiner
Ares Management GP LLC
February 6, 2014
Page 6

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
106

Fee Earning Assets Under Management, page 112

23. Please revise to provide a roll forward of fee earning assets under management (AUM).
Separately present and discuss each significant component, including (but not limited to)
the following:

 Changes due to market appreciation/(depreciation);

 Changes due to redemptions;

 Changes in capital commitments; and

 Changes in the collateral balances in CLOs.

24. Please provide a reasonably detailed discussion of your roll forward of fee -earning AUM
to help readers understand the impact that such performance/activity had on your results
of operations and cash flows. Yo ur discussion should include a comprehensive analysis
of each of the significant components in your roll forward for each period presented on a
consolidated basis as well as by segment, including market appreciation/(depreciation).
Please ensure your discu ssion addresses material contributions or capital commitments,
distributions, redemptions and market appreciation/(depreciation), including the
identification and quantification of the material underlying sources that drove those
activities.

25. Please disc lose the average AUM balance during each period presented.

Overview of Combined and Consolidated Results of Operations, page 113

Revenues, page 113

26. To the extent materially different, describe and quantify the ranges of management fees
and performance fee terms by segment. Please also disclose the specific terms of any
individual management or performance fee arrangement that are material to an
understanding of historical or future results of operations or cash flows. Terms should be
disclosed in enough  detail to allow a reader to have a reasonable understanding of the
impact such arrangements had or may have on results of operations and cash flows, on a
consolidated and segment basis.

27. Please provide a discussion about the recognition of management fe es and performance
fees to address the following:

Michael D. Weiner
Ares Management GP LLC
February 6, 2014
Page 7

  The measurement periods for fees (monthly, quarterly, annual);

 When amounts are paid;

 The types of situations which require repayment of amounts received;

 The amount of performance fees recognized, but still subject to clawback;

 The amount of performance fees recognized, but still subject to clawback, that have
been distributed;

 The amount of performance fees reversed each period presented on a consolidated
basis as well as by segment;

 Quantify the ex istence of any material "high water marks" whereby you will not earn
incentive fees even if the fund has positive returns until it surpasses the previous high
water mark; and

 If any individual fund had a material impact on segment management or performanc e
fees for any period presented, or if any individual investment fund makes up a
material amount of segment AUM for any period presented, the above information
should also be provided for that individual fund.

Management Fees, page 113

28. We note your disclosure that ARCC’s quarterly performance fees are equal to 20.0% of
its pre -incentive fee income and are classified as management fees.  Please expand your
disclosure to discuss whether these performance fees are based on ARCC’s performanc e
exceeding certain hurdles or benchmarks.  In addition, disclose, if accurate, that these
performance fess are not subject to clawback.

Expenses, page 114

Compensation and Benefits, page 114

29. Please expand your discussion to disclose that upon the effectiveness of this offering you
will account for compensation to your senior partners as an expense and that you have
reflected the related adjustment in your pro forma financial statements.

Non-Controlling Interests in Consolidated Funds, page 116

30. Please disclose your policy concerning redemptions rights of the investors in your funds.
It may be appropriate to provide such disclosures by type of investment, segment, or an
individual investment fund, if material. For example, disclose whether sharehol ders of

Michael D. Weiner
Ares Management GP LLC
February 6, 2014
Page 8

 funds are required to give advance notice prior to redemption and if so, the extent of
notice required. Disclose whether you have suspended redemption requests for any
material fund(s). Provide an explanation for any suspensions and when you expect  to lift
the suspension.

Results of Operations, page 116

Combined and Consolidated Results of Operations, page 116

31. To the extent material to an understanding of your consolidated or segment results of
operations, provide the following expanded disclos ures:

 Discuss if and how changes in the investment strategies of your AUM have impacted
your results;

 Discuss if and how changes in the investment concentrations of your AUM have
impacted your results;

 Quantify performance fees earned by type of individ ual investment fund. Discuss any
increase/decrease in fees due to meeting performance targets and/or realization events
from period to period. Discuss and quantify any reversals of incentive/performance fees
during the period. Discuss and quantify any othe r factors affecting performance fees.