Status:  Clearance

 

Acquirer:  HNA Group Co., Ltd. (China)

Acquired:  OM Asset Management plc (England, Wales)

Value:  US$446 million

Industry:  Financial Services


Risk_ProtectionOn March 24, 2017, the Chinese-based conglomerate HNA Group Co., Ltd. entered into a share purchase agreement, through its subsidiary HNA Capital (US) Holdings LLC, with Old Mutual plc and its subsidiary OM Group (UK) Limited (both companies incorporated and registered in England and Wales) to acquire from OM Group (UK) Limited 24.95% of the outstanding shares of OM Asset Management plc, for approximately $446 million.  (See Share Purchase Agreement,  OM Asset Management plc, Exhibit B, Mar. 24, 2017, SEC Filingsee also Bloomberg, China’s HNA Buys $446 Million Stake in Old Mutual U.S. Unit, Mar. 25, 2017.)  The terms of the share purchase agreement divided the transaction into two tranches. (See Share Purchase Agreement, Recitals, OM Asset Management plc, Exhibit B, Mar. 24, 2017, SEC Filing.) In the Tranche 1 closing on May 12, 2017, HNA purchased “a number of depositary receipts representing 9.95% of the economic and voting power of the outstanding shares of Company Capital Stock”. (Id.; see also OM Asset Management plc OMAM Announces Completion of Initial Equity Purchase by HNA Capital US, May 12, 2017.) In Tranche 2, the company had agreed to purchase and did purchase on November 10, 2017, “a number of depositary receipts representing, together with the Tranche 1 Interests, 24.95% of the economic and voting power of the outstanding shares of Company Capital Stock.” (See Share Purchase Agreement, Recitals,  OM Asset Management plc, Exhibit B, Mar. 24, 2017, SEC Filing; see also OM Asset Management plc OMAM Announces Completion of Final Equity Purchase by HNA Capital US, Nov. 10, 2017. ) According to the share purchase agreement,  CFIUS approval was a condition to closing the Tranche 2 transaction. (See Share Purchase Agreement, OM Asset Management plc, Exhibit B, Mar. 24, 2017, SEC Filing .) In a November 10, 2017 statement, OM Asset Management confirmed the finalization of the sale. (see OM Asset Management plc OMAM Announces Completion of Final Equity Purchase by HNA Capital US, Nov. 10, 2017.)

HNA Capital (US) Holdings LLC is the New York-based subsidiary of HNA Capital, which is the financial services unit of HNA Group Co., Ltd. (See What We Do, HNA Capital.)  The HNA Group has been involved in multiple CFIUS filings, some of which have experienced additional scrutiny because of the HNA Group ownership structure.  (See, e.g., our blog post on the Ness Technology transaction here.) The OM Asset Management business features “institutionally driven active investment management, delivered in a diversified multi-boutique framework that seeks to generate sustainable alpha for its clients around the globe.” (See About Us, OM Asset Management.) On March 26, 2018, following the naming of Stephen H. Belgrad as CEO, OM Asset Management changed its name to BrightSphere Investment Group plc. (See BrightSphere Investment Group, OMAM Rebrands as BrightSphere Investment Group and Announces New Share Repurchase Authorization, Mar. 26, 2018.)