8-K
0001399249false00013992492022-08-082022-08-08

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 08, 2022

 

 

PZENA INVESTMENT MANAGEMENT, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-33761

20-8999751

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

320 Park Avenue

 

New York, New York

 

10022

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 355-1600

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.01 per share

 

PZN

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Item 8.01 Other Events.

On August 8, 2022 Pzena Investment Management, Inc. issued a press release in which it reported its preliminary assets under management as of July 31, 2022. A copy of the press release is attached to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release, dated August 8, 2022, of Pzena Investment Management, Inc.


EXHIBIT INDEX

Exhibit No.

 

Document

99.1

 

Press release, dated August 8, 2022, of Pzena Investment Management, Inc. reporting preliminary assets under management as of July 31, 2022.

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Pzena Investment Management, Inc.

 

 

 

 

Date:

August 8, 2022

By:

/s/ Jessica R. Doran

 

 

 

Name: Jessica R. Doran
Title: Chief Financial Officer

 


EX-99.1

 

EXHIBIT 99.1

http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.69211077.img73073473_0.jpg.ashx 

PZENA INVESTMENT MANAGEMENT, INC. ANNOUNCES JULY 31, 2022 ASSETS UNDER MANAGEMENT

New York, NY, August 8, 2022: Pzena Investment Management, Inc. (NYSE: PZN) today reported its preliminary assets under management as of July 31, 2022.

AUM for month-end July 2022, month-end June 2022, and month-end July 2021 are listed below:

Pzena Investment Management, Inc.

Assets Under Management1

($ billions)

 

 

 

As of

 

 

As of

 

 

As of

 

 

 

July 31, 2022

 

 

June 30, 2022

 

 

July 31, 2021

 

Account Type

 

 

 

 

 

 

 

 

 

Separately Managed Accounts

 

$

16.5

 

 

$

16.4

 

 

$

19.6

 

Sub-Advised Accounts

 

 

28.1

 

 

 

26.1

 

 

 

30.2

 

Pzena Funds

 

 

2.6

 

 

 

2.5

 

 

 

2.7

 

Total

 

$

47.2

 

 

$

45.0

 

 

$

52.5

 

Investment Strategy

 

 

 

 

 

 

 

 

 

U.S. Value Strategies

 

 

 

 

 

 

 

 

 

Large Cap Value

 

$

10.2

 

 

$

9.7

 

 

$

11.0

 

Mid Cap Value

 

 

2.6

 

 

 

2.5

 

 

 

3.0

 

Small Cap Value

 

 

2.4

 

 

 

2.2

 

 

 

2.5

 

Value

 

 

0.5

 

 

 

0.6

 

 

 

0.7

 

Other U.S. Strategies

 

 

0.2

 

 

 

0.2

 

 

 

0.2

 

Total U.S. Value Strategies

 

 

15.9

 

 

 

15.2

 

 

 

17.4

 

Global & Non-U.S. Value Strategies

 

 

 

 

 

 

 

 

 

Global Value

 

 

14.3

 

 

 

14.0

 

 

 

15.5

 

International Value

 

 

7.8

 

 

 

6.7

 

 

 

8.9

 

Emerging Markets Value

 

 

5.9

 

 

 

5.8

 

 

 

7.2

 

European Value

 

 

2.4

 

 

 

2.4

 

 

 

3.0

 

Other Global & Non-U.S. Value Strategies

 

 

0.9

 

 

 

0.9

 

 

 

0.5

 

Total Global & Non-U.S. Value Strategies

 

 

31.3

 

 

 

29.8

 

 

 

35.1

 

Total

 

$

47.2

 

 

$

45.0

 

 

$

52.5

 

Account Domicile

 

 

 

 

 

 

 

 

 

U.S.

 

$

28.9

 

 

$

26.9

 

 

$

31.5

 

Non-U.S.

 

 

18.3

 

 

 

18.1

 

 

 

21.0

 

Total

 

$

47.2

 

 

$

45.0

 

 

$

52.5

 

 

1 Numbers may be subject to rounding.

 

 

 

 

 

 

 

 


 

About Pzena

Pzena Investment Management, LLC, the firm's operating company, is a value-oriented investment management firm. Founded in 1995, Pzena Investment Management has built a diverse, global client base. More firm and stock information is posted at www.pzena.com.

Forward-Looking Statements

This press release may contain, in addition to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements provide the Company’s current views, expectations, or forecasts of future events and performance, and include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “ongoing,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from historical experience or from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited to, economic conditions in the markets in which the Company operates; new federal or state governmental regulations; the Company's ability to effectively operate, integrate and leverage any past or future strategic initiatives; statements regarding the previously-announced Agreement and Plan of Merger, dated as of July 26, 2022, by and among the Company, Pzena Investment Management, LLC, and Panda Merger Sub, LLC (the "merger") and related matters; the ability to meet expectations regarding the timing and completion of the merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure to obtain Company stockholder approval of the transaction or the failure to satisfy any of the other conditions to the completion of the transaction; risks relating to the financing required to complete the transaction; the effect of the announcement of the transaction on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, vendors and others with whom it does business, or on its operating results and businesses generally; risks associated with the disruption of management's attention from ongoing business operations due to the transaction; significant transaction costs, fees, expenses and charges; the risk of litigation and/or regulatory actions related to the transaction; and other factors detailed in the Company's Annual Report on Form 10-K, as filed with the SEC on March 9, 2022 and in the Company's Quarterly Reports on Form 10-Q as filed with the SEC. In light of these risks, uncertainties, assumptions, and factors, actual results could differ materially from those expressed or implied in the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this release.

 

 


 

The Company is not under any obligation and does not intend to make publicly available any update or other revisions to any forward-looking statements to reflect circumstances existing after the date of this release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

Contact: Jessica Doran, 212-355-1600 or doran@pzena.com.