ArrowMark Partners agreed to acquire the platform and assets of StoneCastle Asset Management LLC, the external investment adviser to StoneCastle Financial Corp., through its subsidiary StoneCastle-ArrowMark Asset Management LLC.
StoneCastle Financial's board appointed StoneCastle-ArrowMark Asset Management as the new investment adviser to StoneCastle Financial, subject to stockholder approval and the closing of the deal.
The terms of the proposed investment advisory agreement between StoneCastle Financial and StoneCastle-ArrowMark Asset Management are materially the same as the existing agreement between StoneCastle Asset Management and StoneCastle Financial. The advisory fees also remain unchanged from the current investment advisory agreement.
Through the acquisition, ArrowMark Partners intends to maximize the strengths of its roughly $8.3 billion credit investment management business and StoneCastle Asset Management's bank sector investment platform, according to a news release. Consummation of the deal is subject to customary closing conditions, including StoneCastle Financial stockholders' approval of the new investment advisory agreement with StoneCastle-ArrowMark Asset Management.
In connection with the transaction, it is expected that Sanjai Bhonsle, a partner at ArrowMark Partners, will become StoneCastle Financial's chairman and CEO. Joshua Siegel, StoneCastle Financial's current chairman and CEO, will continue to advise the company as a member of StoneCastle-ArrowMark Asset Management's board of managers.
Dechert LLP is serving as legal counsel and Berkshire Global Advisors is acting as financial adviser to StoneCastle Asset Management and its parent StoneCastle Partners LLC. Schulte Roth & Zabel LLP is acting as legal counsel and Colchester Partners is serving as financial adviser to ArrowMark Partners. Pepper Hamilton LLP is acting as legal counsel to StoneCastle Financial, while Shearman & Sterling LLP is serving as legal counsel to StoneCastle Financial's independent directors.