Ladies and gentlemen, thank you for standing by. Welcome to the BrightSphere Investment Group Earnings Conference Call and Webcast for the Third Quarter 2021. During the call, all participants will be in a listen-only mode. After the presentation, we'll conduct a question-and-answer session. Please note that this call is being recorded today, Thursday, October 28, 2021, at 11 A.M. Eastern Time. I would now like to turn the meeting over to Elie Sugarman, Head of Corporate Development and Investor Relations. Please go ahead, Elie.

Good morning and welcome to BrightSphere's conference call to discuss our results for the third quarter ended September 30, 2021. Before we get started, please note that we may make forward-looking statements about our business and financial performance. Each forward-looking statement is subject to risks and uncertainties that could cause our actual results to differ materially from those projected. Additional information regarding these risks and uncertainties appears in our SEC filings including the Form 8-K filed today containing the earnings release, our 2020 Form 10-K and our Form 10-Q for each of the first and second quarters of 2021. Any forward-looking statements that we make on this call are based on assumptions as of today and we undertake no obligation to update them as a result of new information or future events. We may also reference certain non-GAAP financial measures. Information about any non-GAAP measures referenced, including a reconciliation of those measures to GAAP measures can be found on our website along with the slides that we will use as part of today's discussion. Finally, nothing herein shall be deemed to be an offer or solicitation to buy any investment products. Suren Rana, our President and Chief Executive Officer, will lead the call. And now, I'm pleased to turn the call over to Suren. Suren?

Thank you, Elie. Good morning, everyone and thanks for joining us today. I'll kick off with Slide 5 of the presentation deck as you'd like. Well in the third quarter of this year, we officially crossed key milestones. We closed on the previously announced divestitures of three affiliates: TSW, ICM and Campbell Global. And now going forward, our sole operating business will be Acadian which is a market-leading quant manager with an impressive track record of outperformance. So now we have completed a full transition from a multi-boutique business to a single focused integrated business which will now provide our investors pure-play exposure to Acadian's highly differentiated business. We also expect to fully deploy our excess capital in this fourth quarter which will likely involve paying down $125 million of our retail notes and repurchasing more than $1 billion of our shares which will collectively generate significant earnings accretion while reducing leverage. The completion of divestitures of six of our seven affiliates at attractive valuations and now the deployment of excess capital generated from these transactions significantly simplifies our business and our balance sheet. So going forward, BrightSphere is essentially just the Acadian business publicly listed. Now, moving to our financial results for the quarter. We reported EPS per share of $0.28 for the third quarter of this year compared to $0.30 in the third quarter of last year. There is some noise in these EPS comparisons coming from other affiliates which have now been sold. Also, the EPS base will change after the share buybacks I mentioned. So it would be topical to look at the financials for Acadian, our sole operating business going forward. Turning to Slide 7 to zero in on Acadian. The business generated $49.1 million of adjusted EBITDA in the third quarter of '21 compared to $37.4 million in the third quarter of 2020 and $53.1 million in the second quarter of 2021. The adjusted EBITDA in 3Q '21 is lower compared to 2Q '21, primarily due to performance fee seasonality because we generally have fewer performance fee measurements in the third quarter. We have a lot of our measurements in the fourth quarter, so we would expect performance fee and hence EBITDA to be higher in Q4 '21. Turning to flows; our net client cash flows are getting better as outflows from lower volume strategies continue to reduce. We reported net outflows of $0.7 billion in 3Q '21 compared to net outflows of $2.4 billion in 3Q '20 and net outflows of $1.3 billion in 2Q '21. Looking at investment performance, you can see on the revenue-weighted chart on the lower left-hand side that Acadian's investment performance continues to be very strong, with 81%, 85% and 88% of strategies by revenue beating their respective benchmarks over the prior 3-, 5- and 10-year period. We're optimistic that this strong long-term track record will help generate robust net flows and organic growth over time. I would also like to take this opportunity to delve into Acadian a little bit more. On Slide 8, we provide a high-level overview on the Acadian platform. Acadian is a differentiated and scaled business with $114 billion of AUM and a long track record of performing for its clients for 35 years. At the heart of the business is an exceptional combination of: one, specialized talent comprising people with PhDs and other advanced degrees in finance and technology; two, our unique data, comprising $200 million observations daily across 43,000 traded assets around the globe; and three, our advanced technology platform that allows us to leverage our academic research and data across asset classes and geographies. We have deep capability across long-only, long-short, multi-asset class, managed volatility, ESG and other areas with our AUM spread across more than 70 different strategies. And I will also note that approximately 80% of our AUM is invested outside the U.S. On Slide 9, revisiting investment performance again in a bit more detail. You can see that Acadian platform has outperformed across long and short periods with 81% to 89% of strategies by revenue outperforming their benchmarks. I would also like to spend a minute on Slide 13, summarizing our growth strategy. Our growth strategy going forward is primarily organic. There's a growing demand for a majority of our strategies and solutions and our offerings have capacity and are scalable. We will continue to leverage our quant platform to provide solutions sought by our clients as their needs evolve. Our multi-asset class offering is an example of that. Our clients expressed the need for a factor-based solution covering multiple asset classes beyond just equity. The growing demand for ESG solutions is another example of a market opportunity that is particularly sought through our capabilities, since we can methodically quantify the various ESG factors for any given security as well as the impact on returns with a lot more precision than others could. So, we will continue to see new products and invest in innovation. We will continue to invest in our technology to remain on the cutting edge. And we will continue to add to our distribution as our needs evolve. And we will always continue to look for the various ways to realize additional value for our shareholders. On that note, now let me turn the call back to the operator and we're happy to answer questions at this point.

We'll take our first question from Kenneth Lee with RBC Capital Markets.

Hi, good morning. Thanks for taking my question. Just one on — in terms of the mechanics of the share repurchases in the fourth quarter. It is a significant amount of shares. Wondering if you're thinking about either a tender offer or an accelerated share repurchase?

Ken, yes, as you alluded, given just the size, particularly relative to our market cap, it's probably — a tender offer is probably the only option as most other options take a long amount of time.

Got you, very helpful. And then, just one on — within the Acadian franchise. I really appreciate the further breakdown and the overview of the business. It sounds like you have a very broad set of strategies there which — are there any particular strategies that you're particularly excited about? And which ones potentially had the best growth prospects in the current environment?

Thanks, Ken. Yes, the advantage of having a good number of solid strategies is essentially that diversification. There are always some strategies that are in high demand in any environment and there are some strategies that are not as much in demand. So diversification provides that benefit that you always have something to sell. In the current environment, we are seeing a lot of demand for some of our scaled strategies — emerging markets, for example, international equity. And we're also seeing demand for some of the new products that we have developed more recently, that we mentioned. Multi-asset class, for example, continues to get good traction because it provides exposure across asset classes in a very factor-driven quantitative way which is a unique capability. And we continue to develop other products on the ESG theme, for example, that we are very excited about, as I touched on earlier during my introductory remarks. We have equity alternatives and the derivatives of that in terms of multi-strategy. So we said there are a lot of earlier-stage strategies that are smaller right now but we are very excited about them from the perspective of future growth. And then we have scaled strategies, some of which — I guess it's a tag that in any given quarter or any given period, some are always in demand.

Great, very helpful. Thanks, again.

Next, we'll go to David Eller with Wells Fargo.

Hey, good morning. Thank you for taking the question. I'm kind of new to the story. You've done a lot of work over the last year to reposition the business. You've done a pretty good job getting fairly attractive valuations for the businesses you've sold. So I wondered if you could talk a little bit about why the large share repurchase makes the most sense versus maybe taking a look at other asset management platforms or seeding kind of new and emerging managers. And then, kind of related question; was Acadian shopped as well? Do you think it would make sense in the hands of another owner? Would that be a better way to create value for shareholders?

David, yes, there's a lot to unpack there. So maybe let me start with the first one — yes, we've definitely taken a lot of steps over the last 1.5 years to simplify our business and unlock value. The first of which was really — we used to be a U.K. company, and as those who covered us from before may remember, we redomiciled. We used to be heavy on corporate overhead and we reduced that. And then, we had a lot of these businesses that were highly valued in the private markets but we weren't getting enough credit for those businesses in the public markets. There were good homes for those teams and those clients were well served with bigger organizations. So we moved ahead on that. We have passed forward six of our seven affiliates to other homes which are win-win situations. And yes, we got attractive valuations for most of those businesses, including some businesses that, at the time, were seeing a lot of outflows. In most cases, we've got more than 8x EBITDA. In some cases, double-digit EBITDA multiples. And then we ended up with a lot of cash on our balance sheet. So as we look at using this cash on the balance sheet, we have been in the M&A game, of course, having been a multi-boutique in the past and we've continued to look at various targets. Most of the time, the valuation was really high. Even for half-decent platforms, it was 9x or 10x EBITDA. And for the ones that had growth, it was double-digit EBITDA multiples. So as you look at where to use the capital, we are trading our own business at an EBITDA multiple that is, in our view, lower. Our business is very well positioned, as I touched on earlier, in terms of being a unique, differentiated business and having all the growth opportunities ahead of it. So rather than paying 9x or 10x EBITDA for a business and taking on execution risk, we would rather just buy our own stock. It's a much smarter and lower-risk investment for us as part of the proceeds that still delever and just manage an optimal leverage. So that's how we went about our decision. That's a bit of a no-brainer in terms of what our own business is, where it's trading compared to the M&A opportunities. I'm not sure if I answered all of your questions but please repeat it if I missed something.

Yes. No, you covered most of it. Obviously, you're much smaller scale now. You mentioned kind of the overhead costs and trying to get those down. But do you — when you look at the business today and the overhead costs required to manage Acadian, do you think it would be more efficient for a different owner that could realize pretty good valuation for your own shareholders but also benefit from the synergies of a larger owner?

Yes. No, we have always been very shareholder-value-focused as those on the phone who know us for some time now can attest. So we will always be receptive to anything that provides greater value to our shareholders. And we are fortunate that we have very unique and differentiated capabilities. So if that might happen, we'll be receptive to it. Now, having simplified our business, we have a scale business at the operating level and then we have some overheads. We reduced a lot of what we used to call center overheads; now it's about $20 million. We think now that with just one business, a simplified business, we can probably bring down the $20 million to $10 million pretty quickly. And then because the business is pretty scaled, the remaining $10 million can also, over time, be reduced. In the context of another scaled player who acquires these capabilities, then, of course, the entire $20 million is not needed because most of it is in support of public company reporting. So there is a little bit of overhead which we view as an opportunity. So we really view the operating EBITDA — which I touched on as $50-ish million to $53 million per quarter — as core EBITDA.

Got it. That's super helpful. Thanks for all the color.

Next, we'll go to Michael Cyprys with Morgan Stanley.

Hey, good morning. Thanks for taking the questions. I just wanted to circle back to your comment around the buyback and that more likely being a tender. I was hoping you could maybe unpack how a tender process would work. What are the sort of different steps and time frame around how that process might unfold?

Yes. And as we've mentioned, Mike, we expect this to be a Q4 event. We're working through the details and we should be coming out with the details soon. Given the size we've mentioned, a tender is the more likely route. The rest is, I think, standard and typical for how normal tenders go. So we will be coming out with a full package in the near term.

And would your expectation be that the existing large shareholder that you have would participate? Or any sense there on how that would work out? Because if they don't participate then that large shareholder could end up owning like half the company. And is that their intention? Just any thoughts there.

We don't know if they would or would not participate. But we do understand that their intention is not to increase their stake beyond the current near 25% stake that they have. So it is the expectation that their stake will not be increasing.

Got it. And if I could just sneak one more in here. Just as you think about buybacks here that you kind of came out with, just curious what led you to buybacks over a special dividend? What factors led you to consider that? And what would have led you the other way toward a special dividend?

I guess in part, as I mentioned in response to David's question earlier, for every dollar of capital, we look at all possible uses and what could be more accretive. Acquisitions were clearly not as attractive versus buying our own stock. We are also using part of the proceeds to reduce leverage, which we think is prudent. Regarding dividend versus buyback, where we are trading is a key factor. Given our view that we are undervalued relative to the underlying business, buying back stock is a good investment from that perspective. Also, dividends for a number of shareholders would not be tax-efficient based on feedback we've received.

Great. Thanks, Suren. I'll get back in queue.

And this concludes our question-and-answer session. I'd like to turn the conference back over to Suren Rana for any additional or closing remarks.

Thank you. I thought Mike Cyprys mentioned he was getting back in the queue?

And we'll take Mike Cyprys.

Oh, great. Thanks for squeezing me back in here. Thank you. Just coming back to your comments around the expense efficiencies at the center. I think you had mentioned the $20 million of center costs going down to $10 million. I was hoping you might be able to elaborate a little bit more on just what are the biggest items that are sort of impacting that. It sounds like it's coming out pretty quickly. So just any help as we think about the guidance on the expense side into 2022 into next year? Or no, because of the expense saves coming through? Just any help there on the different guidance items that you've given already for this year. How does that sort of progress into next year?

As you would expect, when we had more than one affiliate, there were some overlapping functions that were needed. But now it's just really one business and it's an integrated business at this point and continuing to be more integrated. So there is some overlap, particularly on the holdco executive side which is probably where more of it is and then some overlap in other functions. But much less overlap in public company reporting related areas like finance and legal because those are the things that the operating business did not have. So that would represent the remaining $10 million. But the business, Acadian, is a very scaled business with a fully built back office and investor reporting. Over time that can probably absorb the public company reporting responsibility as well. So that's where we think that the remaining $10 million probably would not be coming out in one year; it may take a bit longer than that. But the first $10 million is relatively easier.

And then, any help on the expense-related ratios as we kind of roll forward into next year just from looking at the run rate that we put up so far here in the third quarter as we go into the fourth quarter and next year? Just any help on how those might progress.

What we have for the full year 2021 includes some noise in there in terms of affiliates that have been sold and now won't be impacting that any more. We'll provide guidance on that in due course; I don't have it offhand.

Okay, great. Thanks so much for taking my questions.

And that does conclude today's Q&A session. I'll turn the call back over to Suren Rana for any additional or closing remarks.

Thank you. Well, thank you, everyone, for joining us today. We are excited about being a really simple business now, cleaning up our balance sheet and really focusing on organic growth going forward. We look forward to engaging with you as we execute. Thank you.