T. ROWE PRICE GROUP INC.

(TROW)
  Report
Delayed Nasdaq  -  05/20 04:00:01 pm EDT
121.78 USD   +1.37%
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05/19T. Rowe Price Group, Inc. Appoints Poppy Allonby as Head of ESG Enablement, Effective June 6, 2022
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PRICE T ROWE GROUP INC : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Regulation FD Disclosure (form 8-K)

12/30/2021 | 07:59am EDT

Item 1.01 Entry into a Material Definitive Agreement.

In the Company 8-K, the Company disclosed that it had entered into a memorandum of understanding which, among other things, provided for potential incentive payments for certain of Sellers, including Glenn R. August, the chief executive officer of OHA, related to the growth of the OHA business. Further to this memorandum, on December 29, 2021, the Company and each of Glenn R. August, William H. Bohnsack, Jr., Adam B. Kertzner and Alan Schrager (each individual ,an "OHA Senior Partner") entered into a value creation agreement (the "Value Creation Agreement"). The Value Creation Agreement provides that, promptly following the fifth anniversary of the Closing Date (the "Value Creation Date"), certain employees of the OHA business, including Mr. August, will receive incentive payments in the aggregate equal to ten percent (10%) of the appreciation in value of the OHA business, subject to an annualized preferred return to the Company, between the Closing Date and the Value Creation Date, all as calculated in accordance with the Value Creation Agreement (the "Value Creation Payment"). Seventy-five percent (75%) of the Value Creation Payment will be paid in cash (subject to applicable withholding) and the remaining twenty-five percent (25%) will be paid in shares of Company common stock, based on the volume-weighted average price for the five consecutive trading days ending on the date immediately prior to the date the Value Creation Payment is made. The Value Creation Payment may be partially accelerated upon the termination by the Company of an OHA Senior Partner without cause, a resignation of an OHA Senior Partner for good reason, or a change in control of OHA or certain of its affiliated entities.

The foregoing description of the Value Creation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Value Creation Agreement which will be filed as an exhibit to the Company's Form 10-K for the year ended December 31, 2021.

Section 2 Completion of Acquisition or Disposition of Assets Item 2.01. Completion of Acquisition or Disposition of Assets

The description contained under the Introductory Note above is hereby incorporated by reference in its entirety into this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement or a Registrant

The information set forth under the Introductory Note, with respect to the Earnout Payment, is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sale of Equity Securities.

The description contained under the Introductory Note concerning the issuance of shares of the Company's common stock above is hereby incorporated by reference in its entirety into this Item 3.02. The shares of the

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Company's common stock were not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), in partial consideration for the acquisition of the equity interests in OHA from the Sellers. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 30, 2021, the first business day after the Closing Date, the appointment of Robert W. Sharps and Glenn R. August to the board of directors of the Company became effective, along with the appointment of Mr. August to the Company's Management Committee. The information set forth in the Company's Form 8-K filed on December 8, 2021, with respect to the appointment of Mr. Sharps and Mr. August to the board of directors, is incorporated herein by reference into this Item 5.02.

Item 7.01 Regulation FD Disclosure

On December 30, 2021, the Company issued a press release announcing the completion of the transaction. A copy of the press release is furnished as Exhibit 99.1 attached hereto. The information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, if such subsequent filing specifically references such information.

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