8-K
Acadian Asset Management Inc. (AAMI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 15, 2020
BrightSphere Investment Group Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38979 | 47-1121020 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification Number) |
200 Clarendon Street, 53rd Floor
Boston, Massachusetts 02116
(617) 369-7300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock, par value $0.001 per share | BSIG | New York Stock Exchange |
| 4.800% Notes due 2026 | BSIG 26 | New York Stock Exchange |
| 5.125% Notes due 2031 | BSA | New York Stock Exchange |
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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On April 15, 2020, BrightSphere Investment Group Inc. (the “Company”) and Guang Yang, the President and Chief Executive Officer of the Company, agreed on a mutual separation of Mr. Yang from his position as President and Chief Executive Officer and as Chairman and a member of the Company’s Board of Directors (the “Board”), each effective immediately. In consideration of a general waiver and release of claims, Mr. Yang will receive severance consistent with the terms of his employment agreement, which was filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on February 28, 2019.
On April 15, 2020, the Board appointed Suren Rana, previously the Company’s Chief Financial Officer, to serve as the Company’s President and Chief Executive Officer and as a Director of the Company, each appointment effective immediately.
In addition, the Board has elected John Paulson to succeed Mr. Yang as its Chairman.
In connection with Mr. Rana’s appointment, on April 15, 2020, Christina Wiater, the Company’s Financial Controller and principal accounting officer, assumed the role of the Company’s principal financial officer.
The biographical information for Messrs. Rana and Paulson is set forth in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on August 18, 2019 (the “Proxy Statement”) and the biographical information for Ms. Wiater is set forth in the Company’s Form 8-K filed on March 6, 2020 which disclosures are hereby incorporated by reference into this Item 5.02.
In connection with his appointment as President and Chief Executive Officer, the Company entered into an amended employment agreement with Mr. Rana. A description of Mr. Rana’s employment agreement is provided in the Proxy Statement. Mr. Rana’s amended agreement provides for a new, one-time grant of an option to purchase 1,500,000 shares of Common Stock of the Company at a strike price of $10.00 per share, vesting in four equal annual installments over a four-year period and expiring on the fifth anniversary of the first vesting date (the “CEO Option Grant”). In addition, upon a change of control any unvested portion of the CEO Option Grant will vest. The material terms of Mr. Rana’s amended employment agreement are otherwise consistent with his prior agreement. All compensation paid to Mr. Rana, including the CEO Option Grant, will be subject to the Claw-Back Policy adopted by the Board, as in effect from time-to-time.
In connection with her designation as principal financial officer, Ms. Wiater will receive (i) a base salary of $300,000 and (ii) a bonus of $125,000. In addition, Ms. Wiater will continue to be eligible to participate in certain Company-wide employee benefit programs, including the Company’s Profit Sharing and 401(k) Plan as well as health and welfare benefits.
ITEM 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release of BrightSphere Investment Group Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this form to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: | April 16, 2020 | BRIGHTSPHERE INVESTMENT GROUP INC. | |
|---|---|---|---|
| By: | /s/ Richard J. Hart | ||
| Name: | Richard J. Hart | ||
| Title: | Chief Legal Officer |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of BrightSphere Investment Group Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit
Contact:
Brett Perryman
ir@bsig.com
(617) 369-7300
BrightSphere Names Suren Rana as Chief Executive Officer
BOSTON, April 16, 2020 - BrightSphere Investment Group Inc. (NYSE: BSIG) announced today that it has appointed its Chief Financial Officer, Suren Rana, as its Chief Executive Officer and President effective immediately. Mr. Rana will also join the Board of Directors. Guang Yang will be stepping down as CEO, President and Chairman. In addition, the Board elected John Paulson to succeed Mr. Yang as Chairman.
John Paulson said: “Suren Rana will be leading the Company as CEO going forward. As we look to grow our assets, we have found that tailored efforts led by our Affiliates directly, rather than centralized efforts, have been the most productive. Therefore, going forward, the Company will focus its distribution and product development efforts at the Affiliate level and will cease the supplemental efforts at the corporate headquarters by transitioning them to the Affiliates. Suren will lead this targeted approach and his experience in capital and resource allocation will be an asset going forward. With a diversified group of seasoned investment managers and a majority of our business focused on quantitative and private alternative strategies, BrightSphere is well positioned for organic growth.”
Mr. Paulson further added, “On behalf of the Board, I would like to thank Guang for his efforts at the Company.”
“I look forward to supporting our world-class Affiliates in growing their respective businesses. Focusing our organic growth efforts at our Affiliates will also allow us to further streamline our corporate center to be leaner and more efficient,” said Mr. Rana. “Our businesses generate strong free cash flow and we plan to deploy it to support our Affiliates’ continued growth, manage leverage and repurchase our stock, as and when appropriate, in order to maximize value for our shareholders,” Mr. Rana added.
Concurrent with Mr. Rana’s appointment, Christina Wiater will serve as BrightSphere’s Principal Financial Officer and Principal Accounting Officer. Ms. Wiater is currently the Company’s Controller and Chief Accounting Officer. Ms. Wiater joined the Company in 2009 and has been a key leader of the finance team since that time. Previously Ms. Wiater worked in the assurance practice at PricewaterhouseCoopers LLP and is also a certified public accountant.
About BrightSphere
BrightSphere is a diversified, global asset management company with approximately $204 billion of assets under management as of December 31, 2019. Through its seven, majority-owned, world-class investment management Affiliates, BrightSphere offers sophisticated investors access to a wide array of leading quantitative and solutions-based, private and public market alternative, and liquid alpha strategies designed to meet a range of risk and return objectives. For more information, please visit BrightSphere’s website at www.bsig.com.