14 unchanged sentences
Other Information.
−Removed: On February 23, 2021, we along with the Lenders, entered into an assignment and assumption and amendment agreement (the “Assignment”) to the Amended Credit Agreement.
−Removed: Pursuant to the Assignment, the Amended Credit Agreement was assigned to and assumed by Acadian and the Amended Credit Agreement was amended (the Amended Credit Agreement, as amended by the Assignment, the “Acadian Credit Agreement”) to, among other things, reduce the Lenders’ commitments thereunder to $125 million.
−Removed: See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Third party borrowings—Revolving Credit Facility” for more information.
+Added: On February 27, 2023, the Board of Directors approved the Amended and Restated Bylaws of BrightSphere Investment Group Inc.
+Added: (the “Amended Bylaws”), effective immediately.
+Added: Among other matters, the Amended Bylaws update certain procedural requirements related to director nominations by stockholders in light of the recently adopted “universal proxy” rules of the SEC and reflect certain other administrative changes resulting from the “universal proxy” rules and recent amendments to the Delaware General Corporation Law (the “DGCL”).
+Added: With respect to stockholder nominees to the Board of Directors, the Amended Bylaws provide, among other things, that (i) stockholders must comply with the SEC’s newly adopted Rule 14a-19 under the Exchange Act, (ii) stockholders must include in an advance notice of such nomination a representation as to whether the stockholder intends to deliver a proxy statement and/or form of proxy to holders of at least sixty-seven percent (67%) of the Company’s outstanding capital stock required to elect the nominee and otherwise solicit proxies in accordance with Rule 14a-19 under the Exchange Act, (iii) if (x) any stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (y) such stockholder subsequently either (A) notifies the Company that such stockholder no longer intends to solicit proxies in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 under the Exchange Act or (B) fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act, then such stockholder’s nominations shall be deemed null and void and the Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees, and (iv) upon request by the Company, if any stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.
+Added: The Amended Bylaws also set forth additional requirements regarding the information stockholders must submit and representations stockholders must make in connection with providing advance notice of stockholder meeting proposals and director nominations.
+Added: Additional changes to the Amended Bylaws include (i) allowing for stockholder meetings to be adjourned as permitted under the DGCL and (ii) removing the requirement for the Company to produce and keep for inspection by any stockholder at the time and place of a meeting of stockholders a complete list of the stockholders entitled to vote at such meeting.
+Added: The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is filed as Exhibit 3.2 hereto and incorporated by reference.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
16 unchanged sentences
(3) Exhibits:
−Removed: 2.1 Scheme of Arrangement, dated June 3, 2019, between BrightSphere Investment Group plc and the shareholders of BrightSphere Investment Group plc, incorporated by reference to Appendix A to BrightSphere Investment Group plc’s Proxy Statement on Schedule 14A filed on June 3, 2019.
2.1 Equity Purchase Agreement, dated as of July 26, 2020, by and among BrightSphere Intermediary (BHMS) LLC, BHMS Investment GP LLC, BHMS Investment Holdings LP, Barrow, Hanley, Mewhinney & Strauss, LLC., Perpetual US Holding Company, Inc., and, solely with respect to Section 11.16 thereof, Perpetual Limited, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 27, 2020.
5 unchanged sentences
3.1 Amended and Restated Certificate of Incorporation of BrightSphere Investment Group Inc., adopted as of July 12, 2019, incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K12B filed on July 15, 2019.
−Removed: 3.2 Amended and Restated Bylaws of BrightSphere Investment Group Inc., adopted as of July 12, 2019, incorporated herein by reference to Exhibit 3.2 to Current Report on Form 8-K12B filed on July 15, 2019.
+Added: 3.2 * Amended and Restated Bylaws of BrightSphere Investment Group Inc., adopted as of February 27, 2023
+Added: 3.3 * Amended and Restated Bylaws of BrightSphere Investment Group Inc., adopted as of February 27, 2023, redlined for amendments
4.1 Specimen Common Stock Certificate of BrightSphere Investment Group Inc.
4 unchanged sentences
4.5 Third Supplemental Indenture, dated as of July 11, 2019, among BrightSphere Investment Group plc, as Original Issuer, BrightSphere Investment Group Inc., as Successor Company, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator incorporated herein by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q filed on August 9, 2019.
+Added: 4.6 Description of Registrant’s Securities, incorporated herein by reference to Exhibit 4.9 to the Annual Report on Form 10-K filed on March 2, 2020.
10.1 BrightSphere Investment Group Inc.
7 unchanged sentences
10.4 Form of Indemnity Agreement, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K12B filed on July 15, 2019.
−Removed: 10.5 Amended and Restated Limited Liability Company Agreement of Barrow, Hanley, Mewhinney & Strauss, LLC, effective February 26, 2018, incorporated herein by reference to Exhibit 10.9 to Annual Report on Form 10-K filed on February 28, 2018.
10.5 Seventh Amended and Restated Limited Liability Company Agreement of Acadian Asset Management LLC, effective July 1, 2017, incorporated herein by reference to Exhibit 10.10 to Annual Report on Form10-K filed on February 28, 2018.
1 unchanged sentence
Non-Employee Directors’ Equity Incentive Plan, incorporated herein by reference to Exhibit 10.3 to the Current Report on Form 8-K12B filed on July 15, 2019.
−Removed: 10.8 Form of Restricted Stock Unit Award Agreement for Employees, incorporated herein by reference to Exhibit 10.17 to Registration Statement No.
−Removed: 333-197106 on Form S-1 filed on September 8, 2014.
−Removed: 10.9 Form of Restricted Stock Award Agreement for Employees, incorporated herein by reference to Exhibit 10.16 to Registration Statement No.
−Removed: 333-197106 on Form S-1 filed on September 8, 2014.
−Removed: 10.10 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, incorporated herein by reference to Exhibit 10.18 to Registration Statement No.
−Removed: 333-197106 on Form S-1 filed on September 18, 2014.
−Removed: 10.11 Form of Restricted Stock Unit Award Agreement for Canadian Employees, incorporated herein by reference to Exhibit 10.19 to Registration Statement No.
−Removed: 333-197106 on Form S-1 filed on September 18, 2014.
−Removed: 10.12 Form of Restricted Stock Unit Award Agreement for Hong Kong Employees, incorporated herein by reference to Exhibit 10.20 to Registration Statement No.
−Removed: 333-197106 on Form S-1 filed on September 18, 2014.
−Removed: 10.13 Form of Restricted Stock Unit Award Agreement for U.K.
−Removed: Employees, incorporated herein by reference to Exhibit 10.21 to Registration Statement No.
−Removed: 333-197106 on Form S-1 filed on September 18, 2014.
−Removed: 10.14 Heads of Agreement, dated as of June 13, 2016, among OM Asset Management plc and OM Group (UK) Limited, amending the Deferred Tax Asset Deed, dated September 29, 2014, incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed on June 14, 2016.
−Removed: 10.15 Form of Transition Severance Agreement, incorporated herein by reference to Exhibit 10.28 to Quarterly Report on Form 10-Q, filed on November 9, 2017
−Removed: 10.16 Employment Agreement, dated December 30, 2018, by and between BrightSphere Inc.
−Removed: and GuangYang, incorporated herein by reference to Exhibit 10.26 to Annual Report on Form 10-K filed on February 28, 2019.
10.7 Employment Agreement, dated January 20, 2019, by and between BrightSphere Inc.
2 unchanged sentences
10.9 Option Award Agreement, effective January 22, 2019 by and between BrightSphere Investment Group plc and Suren Rana, incorporated by reference to Exhibit 10.27 to Annual Report on Form 10-K filed on February 28, 2019.
−Removed: 10.20 Voting Agreement, dated May 17, 2019, between BrightSphere Investment Group plc and Paulson & Co.
−Removed: Inc., incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 23, 2019.
−Removed: 10.21 Revolving Credit Agreement dated as of August 20, 2019, among BrightSphere Investment Group Inc., a Delaware corporation, the lenders from time to time party thereto and Citibank N.A., as administrative agent for such lenders, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 21, 2019.
10.10 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, incorporated herein by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q on May 11, 2020.
−Removed: 10.23 Form of Restricted Stock Unit Award Agreement for U.K.
−Removed: Employees, incorporated herein by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q on May 11, 2020.
10.11 Form of Restricted Stock Unit Award Agreement for Employees, incorporated herein by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q on May 11, 2020.
5 unchanged sentences
10.15 Form of Restricted Stock Award Agreement for Employees, incorporated herein by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q on May 11, 2020.
−Removed: 10.29 Employment Agreement, dated May 8, 2020, by and between BrightSphere Inc.
−Removed: and Christina Wiater, incorporated herein by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q on May 11, 2020.
−Removed: 10.30 Amendment No.
−Removed: 1, dated September 3, 2020, to the Revolving Credit Agreement dated August 20, 2019, among BrightSphere Investment Group Inc., the lenders from time to time party thereto and Citibank, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 4, 2020.
10.16 Employment Agreement, dated April 15, 2020, by and between BrightSphere Inc.
and Richard Hart, incorporated herein by reference to Exhibit 10.31 to Annual Report on Form 10-K filed on March 1, 2021.
−Removed: 10.32 Borrower Assignment and Assumption and Amendment Agreement, dated February 23, 2021, by and among BrightSphere Investment Group Inc., Acadian Asset Management LLC, the lenders from time to time party thereto and Citibank, N.A, as administrative agent, incorporated herein by reference to Exhibit 10.32 to Annual Report on Form 10-K filed on March 1, 2021.
−Removed: 10.33 * Form of Option Award Agreement
+Added: 10.17 Form of Option Award Agreement incorporated herein by reference to Exhibit 10.33 to Annual Report on Form 10-K filed on February 28, 2022.
+Added: 10.18 Amended and Restated Employment Agreement, dated as of May 5, 2022, by and between BrightSphere Inc.
+Added: and Christina Wiater incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on May 9, 2022.
+Added: 10.19 * Amendment to the Seventh Amended and Restated Limited Liability Company Agreement of Acadian Asset Management LLC, dated December 30, 2022
21.1 * Subsidiaries of BrightSphere Investment Group Inc.
71 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.