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March 01, 2017

Kramer Levin Represents Calamos Partners in Going Private Transaction of Calamos Asset Management

Kramer Levin represented Calamos Partners LLC in the going private transaction of Calamos Asset Management Inc. (NASDAQ: CLMS), which closed on Feb. 21, 2017. Calamos Asset Management provides investment advisory services to institutions and individuals, and had $18.3 billion in assets under management as of Dec. 31, 2016. The principals of Calamos Partners are John P. Calamos Sr., Chairman of Calamos Asset Management, and the founder of Calamos Investments LLC, Calamos Asset Management’s operating company; and John S. Koudounis, the Chief Executive Officer of Calamos Asset Management. Prior to the transaction, Mr. Calamos and his affiliates controlled approximately 97% of the voting power of Calamos Asset Management through the ownership of Class B common stock, and could be deemed to hold approximately 22% of its equity. Calamos Asset Management held an approximately 22% interest in Calamos Investments, with the remainder being owned by Mr. Calamos and his affiliates.

The going private transaction involved a tender offer for the shares of Class A common stock of Calamos Asset Management, immediately followed by a short form merger pursuant to the recently amended Section 251(h) of the Delaware General Corporation Law. A feature of the transaction, which was a consequence of the dual class voting structure, was the ability to consummate the short form merger even if no shares had been tendered. Funding for the tender offer and the merger totaled approximately $169 million. Financing for the transaction was provided by JPMorgan Chase Bank. Bank of America Merrill Lynch served as financial advisor to Calamos Partners.

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