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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Oaktree Capital Group LLC | NYSE:OAK | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 51.52 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
Oaktree Capital Group, LLC
(Name of the Issuer)
Oaktree Capital Group, LLC
Oaktree Capital Group Holdings, L.P.
Oaktree Capital Group Holdings GP, LLC
Oslo Holdings LLC
Howard S. Marks
Bruce A. Karsh
Brookfield Asset Management Inc.
Berlin Merger Sub, LLC
Atlas Holdings, LLC
Atlas OCM Holdings, LLC
Brookfield Holdings Canada Inc.
Brookfield US Holdings, Inc.
Brookfield US Inc.
PF Fund Limited Partnership
(Name of Person(s) Filing Statement)
Class A Units Representing Limited Liability Company Interests
(Title of Class of Securities)
674001201
(CUSIP Number of Class of Securities)
Justin B. Beber | Todd E. Molz | |
Managing Partner, Chief Legal Officer | General Counsel and | |
Brookfield Asset Management Inc. | Chief Administrative Officer | |
181 Bay Street, Suite 300, P.O. Box 762 | Oaktree Capital Group, LLC | |
Toronto, Ontario | 333 South Grand Avenue, 28th Floor | |
Canada M5J 2T3 | Los Angeles, CA 90071 | |
(416) 363-9491 | (213) 830-6300 |
(Name, Address, and Telephone Numbers of Person(s) Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to:
Michael J. Aiello, Esq. Matthew J. Gilroy, Esq. Eoghan P. Keenan, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 |
Elizabeth A. Cooper, Esq. Benjamin P. Schaye, Esq. Thomas A. Wuchenich, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
This statement is filed in connection with (check the appropriate box):
☒ a. |
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. |
☒ b. |
The filing of a registration statement under the Securities Act of 1933. |
☐ c. |
A tender offer. |
☐ d. |
None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction:
Calculation of Filing Fee
TRANSACTION VALUATION* | AMOUNT OF FILING FEE** | |
$4,887,812,974.02 | $592,402.93 |
(*) |
Calculated solely for purposes of determining the filing fee. The transaction value was calculated based on the market value of class A common units of Oaktree Capital Group, LLC (Oaktree class A units) (the securities to be acquired) in accordance with Rule 0-11(b)(2) of the Securities Exchange Act of 1934, as amended, as follows: the product of (a) $49.34, the average of the high and low prices per unit of Oaktree class A units on May 8, 2019, and (b) the sum of (x) 69,678,862 class A units, no par value (Oaktree class A units) of Oaktree Capital Group, LLC (Oaktree) outstanding as of May 8, 2019, plus (y) 25,872,041 Oaktree class A units, which is the number of units of equity interest, no par value (SellerCo Units) of Oslo Holdings LLC (SellerCo) estimated to be outstanding as of immediately prior to the subsequent effective time (as defined in the Registration Statement on Form F-4), plus (z) up to 3,500,000 Oaktree class A units, which is the number of OCGH units that may be exchanged for Oaktree class A units pursuant to the support agreement (as defined in the Registration Statement on Form F-4). |
(**) |
Determined in accordance with Rule 0-11 under the Exchange Act at a rate equal to $121.20 per $1,000,000 of transaction value. |
☒ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $298,242.58 | Filing Party: Brookfield Asset Management Inc. | |||
Form or Registration No.: Registration Statement on Form F-4 | Date Filed: May 9, 2019 |
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this Transaction Statement), is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), jointly by the following parties (each, a Filing Party, and collectively the Filing Parties): (a) Oaktree Capital Group LLC, a Delaware limited liability company (Oaktree) and the issuer of the Oaktree class A common units (Oaktree class A units) that are the subject of the Rule 13e-3 transaction; (b) Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (OCGH); (c) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (Oaktree GP); (d) Oslo Holdings LLC, a Delaware limited liability company (SellerCo); (e) Howard S. Marks and Bruce A. Karsh; (f) Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario (Brookfield); (g) Berlin Merger Sub, LLC, a Delaware limited liability company (Merger Sub); (h) Atlas Holdings, LLC, a Delaware limited liability company (Atlas); (i) Atlas OCM Holdings, LLC, a Delaware limited liability company; (j) Brookfield Holdings Canada Inc., a corporation incorporated under the laws of the Province of Ontario; (k) Brookfield US Holdings, Inc., a corporation incorporated under the laws of the Province of Ontario; (l) Brookfield US Inc., a Delaware corporation; and (m) PF Fund Limited Partnership, a limited partnership formed under the laws of the Province of Ontario.
On March 13, 2019, Oaktree entered into an Agreement and Plan of Merger (the merger agreement) with Brookfield, Merger Sub, SellerCo and Oslo Holdings Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Oaktree (Seller MergerCo), pursuant to which, among other things, Brookfield has agreed to acquire all of the issued and outstanding Oaktree class A units.
The transaction will be effected pursuant to two successive merger transactions in accordance with the terms and subject to the conditions set forth in the merger agreement. In the initial merger, Merger Sub will be merged with and into Oaktree and holders of Oaktree class A units (other than Oaktree restricted units and Oaktree class A units owned directly or indirectly by Oaktree or by Merger Sub) will be entitled to receive in exchange for each such unit owned by them immediately prior to such initial merger, without interest and subject to any applicable withholding taxes, at the election of the unitholder (subject to the pro-ration described below), (A) $49.00 in cash (the cash consideration), or (B) 1.0770 fully paid and nonassessable Class A Limited Voting Shares of Brookfield (the share consideration, together with the cash consideration, the merger consideration). In the subsequent merger, SellerCo will be merged with and into Seller MergerCo, and each unit of equity interest in SellerCo (a SellerCo unit) will, at the election of the holder, be converted into the right to receive either cash consideration or share consideration (subject to the pro-ration described in the following sentence). All elections with respect to Oaktree class A units and SellerCo units will be prorated to ensure that no more than fifty (50%) of the aggregate merger consideration is paid in the form of cash consideration or share consideration. The initial merger and the subsequent merger are collectively referred to as the mergers. No fractional shares will be issued in the mergers and Oaktree unitholders and SellerCo unitholders will receive cash in lieu of any fractional shares.
Immediately prior to the effective time of the initial merger, each restricted Oaktree class A unit that is outstanding and unvested at such time (an Oaktree restricted unit), including those held by Oaktrees directors and executive officers, will be automatically converted into a common unit of OCGH having the same terms and conditions (including vesting) that applied to the applicable Oaktree restricted unit from which such common unit was converted, except as otherwise modified by the organizational documents of OCGH.
Concurrently with the filing of this Transaction Statement, Brookfield is filing with the SEC its registration statement on Form F-4, which includes a consent solicitation statement/prospectus (the consent solicitation statement/prospectus) to request that Oaktree unitholders consider and consent to the proposal to adopt the merger agreement and approve the transactions contemplated thereby (the merger proposal) and the proposal to approve, on a non-binding, advisory basis, certain merger-related executive officer compensation payments that will or may be made to Oaktrees named executive officers in connection with the mergers (the compensation proposal). The adoption of the merger agreement by Oaktree unitholders representing a majority of the aggregate voting power of all outstanding Oaktree class A units and class B units, voting together as a single class, and entitled to vote on the merger proposal, is required to complete the mergers. A copy of the consent solicitation statement/prospectus is incorporated by reference herein as Exhibit (a)(i)(i) and a copy of the merger agreement is attached as Annex A to the consent solicitation statement/prospectus.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the consent solicitation statement/prospectus of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the consent solicitation statement/prospectus, including all annexes and exhibits thereto, is incorporated by reference herein in its entirety, and the responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the consent solicitation statement/prospectus and the annexes and exhibits thereto. As of the date hereof, the consent solicitation statement/prospectus is in preliminary form and is subject to completion or amendment. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the consent solicitation statement/prospectus.
Under the SEC rules governing going private transactions, each of the Filing Parties may be deemed to be an affiliate of Oaktree and engaged in a going private transaction for purposes of Rule 13e-3 under the Exchange Act. This filing is being made only in response to the SECs suggestion that certain of the Filing Parties may be affiliates within the meaning of Rule 13e-3. The filing of this Transaction Statement is not intended to and does not express the view of any Filing Parties as to its legal relationships or its engagement in the mergers.
All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Party has been supplied by such Filing Party and no Filing Party has produced any disclosure with respect to any other Filing Party.
Each of Perella Weinberg Partners LP and Sandler ONeill & Partners, L.P. has consented to the inclusion of its respective materials filed as Exhibits under Item 16 of this Transaction Statement.
TABLE OF CONTENTS
Item 1. |
1 | |||||
Item 2. |
1 | |||||
Item 3. |
2 | |||||
Item 4. |
2 | |||||
Item 5. |
4 | |||||
Item 6. |
6 | |||||
Item 7. |
7 | |||||
Item 8. |
10 | |||||
Item 9. |
12 | |||||
Item 10. |
13 | |||||
Item 11. |
13 | |||||
Item 12. |
14 | |||||
Item 13. |
15 | |||||
Item 14. |
15 | |||||
Item 15. |
15 | |||||
Item 16. |
16 |
The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
Item 2. Subject Company Information
(a) Name and Address . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET The Parties to the Merger Agreement
THE PARTIES TO THE MERGERS
(b) Securities . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET Units Entitled to Consent and Consent Required
QUESTIONS AND ANSWERS
OAKTREE SOLICITATION OF WRITTEN CONSENTSRecord Date; Unitholders Entitled to Consent
OAKTREE SOLICITATION OF WRITTEN CONSENTSUnit Ownership of and Voting by Oaktree Directors and Executive Officers
IMPORTANT INFORMATION REGARDING OAKTREEOaktree Beneficial Ownership
(c) Trading Market and Price . The information set forth in the consent solicitation statement/prospectus under the following caption is incorporated herein by reference:
COMPARATIVE MARKET PRICE DATA AND DIVIDEND AND DISTRIBUTION INFORMATION
(d) Dividends . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
COMPARATIVE MARKET PRICE DATA AND DIVIDEND AND DISTRIBUTION INFORMATION
THE MERGER AGREEMENTConversion of Units, Exchange of Certificates, Withholding and Dividends and Distributions
THE MERGER AGREEMENTConduct of Business of Oaktree Prior to Completion of the Mergers
THE MERGER AGREEMENTPermitted Distributions
(e) Prior Public Offerings . The information set forth in the consent solicitation statement/prospectus under the following caption is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING OAKTREEPrior Public Offerings
1
(f) Prior Stock Purchases . The information set forth in the consent solicitation statement/prospectus under the following caption is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING OAKTREETransactions in Oaktree Class A Units During the Past Two Years
Item 3. Identity and Background of Filing Persons
(a)-(c) Name and Address, Business and Background of Entities, Business and Background of Natural Persons . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETThe Parties to the Merger Agreement
THE PARTIES TO THE MERGERS
IMPORTANT INFORMATION REGARDING OAKTREECompany Background
IMPORTANT INFORMATION REGARDING OAKTREEDirectors and Executive Officers
IMPORTANT INFORMATION REGARDING THE OCGH FILING PARTIES AND THE BROOKFIELD FILING PARTIES
WHERE YOU CAN FIND MORE INFORMATION
Item 4. Terms of the Transaction
(a) Material Terms . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPosition of the OCGH Filing Parties as the Fairness of the Mergers
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSPlans for Oaktree after the Mergers
2
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
SPECIAL FACTORSAccounting Treatment of the Mergers
SPECIAL FACTORSListing of Brookfield Class A Shares and Delisting and Deregistration of Oaktree Class A Units
OAKTREE SOLICITATION OF WRITTEN CONSENTS
PROPOSALS
THE MERGER AGREEMENT
THE SUPPORT AGREEMENT
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
DESCRIPTION OF BROOKFIELD CAPITAL STOCK
COMPARISON OF UNITHOLDERS AND SHAREHOLDERS RIGHTS
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX BUNITHOLDER SUPPORT AGREEMENT
(c) Different Terms . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSPlans for Oaktree after the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
PROPOSALSProposal 2Compensation Proposal
THE MERGER AGREEMENTMerger Consideration; Effect of the Mergers on Capital Stock
THE MERGER AGREEMENTTreatment of Oaktree Equity Awards
THE SUPPORT AGREEMENT
EXCHANGE AGREEMENT
THE A&R OPERATING AGREEMENT
TRA AMENDMENT
NOTES AND REGISTRATION RIGHTS
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
3
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX BUNITHOLDER SUPPORT AGREEMENT
(d) Appraisal Rights . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETNo Appraisal Rights
QUESTIONS AND ANSWERS
SPECIAL FACTORSNo Appraisal Rights
RISK FACTORSRisk Factors Relating to the Mergers
COMPARISON OF UNITHOLDERS AND SHAREHOLDERS RIGHTS
(e) Provisions for Unaffiliated Security Holders . The information set forth in the consent solicitation statement/prospectus under the following caption is incorporated herein by reference:
PROVISION FOR UNAFFILIATED UNITHOLDERS
(f) Eligibility for Listing or Trading . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETListing of Brookfield Class A Shares and Delisting and Deregistration of Oaktree Class A Units
QUESTIONS AND ANSWERS
SPECIAL FACTORSListing of Brookfield Class A Shares and Delisting and Deregistration of Oaktree Class A Units
MERGER AGREEMENTConditions to Completion of the Mergers
DESCRIPTION OF BROOKFIELD CAPITAL STOCK
Item 5. Past Contacts, Transactions, Negotiations and Agreements
(a) Transactions . None.
(b)-(c) Significant Corporate Events, Negotiations or Contracts . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
4
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPosition of the OCGH Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
THE MERGER AGREEMENT
THE SUPPORT AGREEMENT
THE A&R OPERATING AGREEMENT
EXCHANGE AGREEMENT
TRA AMENDMENT
ANNEX AAgreement and Plan of Merger
ANNEX BUnitholder Support Agreement
(e) Agreements Involving the Subject Companys Securities . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
SPECIAL FACTORSFinancing for the Transactions
SPECIAL FACTORSListing of Brookfield Class A Shares and Delisting and Deregistration of Oaktree Class A Units
OAKTREE SOLICITATION OF WRITTEN CONSENTS
IMPORTANT INFORMATION REGARDING OAKTREEAgreements Involving Oaktree Securities
THE MERGER AGREEMENT
THE SUPPORT AGREEMENT
EXCHANGE AGREEMENT
5
THE A&R OPERATING AGREEMENT
TRA AMENDMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX BUNITHOLDER SUPPORT AGREEMENT
Item 6. Purposes of the Transaction and Plans or Proposals
(b) Use of Securities Acquired . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSPlans for Oaktree after the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
SPECIAL FACTORSListing of Brookfield Class A Shares and Delisting and Deregistration of Oaktree Class A Units
THE MERGER AGREEMENTStructure of the Mergers and Post-Closing Restructuring Steps
THE MERGER AGREEMENTMerger Consideration; Effect of the Mergers on Capital Stock
THE MERGER AGREEMENTTreatment of Oaktree Equity Awards
THE SUPPORT AGREEMENT
EXCHANGE AGREEMENT
THE A&R OPERATING AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX BUNITHOLDER SUPPORT AGREEMENT
(c)(1)-(8) Plans . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSBackground of the Mergers
6
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPlans for Oaktree after the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Officers in the Mergers
SPECIAL FACTORSListing of Brookfield Class A Shares and Delisting and Deregistration of Oaktree Class A Units
THE MERGER AGREEMENT
THE SUPPORT AGREEMENT
EXCHANGE AGREEMENT
THE A&R OPERATING AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX BUNITHOLDER SUPPORT AGREEMENT
Item 7. Purposes, Alternatives, Reasons and Effects
(a) Purposes . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPlans for Oaktree after the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
SPECIAL FACTORSListing of Brookfield Class A Shares and Delisting and Deregistration of Oaktree Class A Units
THE MERGER AGREEMENTStructure of the Mergers and Post-Closing Restructuring Steps
7
THE SUPPORT AGREEMENT
EXCHANGE AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX BUNITHOLDER SUPPORT AGREEMENT
(b) Alternatives . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
RISK FACTORSRisk Factors Relating to the Mergers
(c) Reasons . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPosition of the OCGH Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Officers in the Mergers
8
(d) Effects . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSAccounting Treatment of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPosition of the OCGH Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
SPECIAL FACTORSPlans for Oaktree after the Mergers
SPECIAL FACTORSListing of Brookfield Class A Shares and Delisting and Deregistration of Oaktree Class A Units
THE MERGER AGREEMENT
THE SUPPORT AGREEMENT
REIMBURSEMENT AGREEMENT
THE A&R OPERATING AGREEMENT
TRA AMENDMENT
NOTES AND REGISTRATION RIGHTS
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX BUNITHOLDER SUPPORT AGREEMENT
ANNEX CREIMBURSEMENT AGREEMENT
9
Item 8. Fairness of the Transaction
(a)-(b) Fairness; Factors Considered in Determining Fairness . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSOpinion of Oaktrees Financial Advisor
SPECIAL FACTORSOpinion of Special Committees Financial Advisor
SPECIAL FACTORSProjected Financial Information
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPosition of the OCGH Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
ANNEX DOPINION OF PERELLA WEINBERG PARTNERS LP
ANNEX EOPINION OF SANDLER ONEILL & PARTNERS, L.P.
(c) Approval of Security Holders . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPosition of the OCGH Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
OAKTREE SOLICITATION OF WRITTEN CONSENTS
10
PROPOSALS
THE MERGER AGREEMENTOaktree Written Consent; Oaktree Unitholder Meeting
THE MERGER AGREEMENTConditions to Completion of the Mergers
THE SUPPORT AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX BUNITHOLDER SUPPORT AGREEMENT
(d) Unaffiliated Representatives . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSOpinion of Oaktrees Financial Advisor
SPECIAL FACTORSOpinion of Special Committees Financial Advisor
SPECIAL FACTORSPosition of the OCGH Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
ANNEX DOPINION OF PERELLA WEINBERG PARTNERS LP
ANNEX EOPINION OF SANDLER ONEILL & PARTNERS, L.P.
PROVISION FOR UNAFFILIATED UNITHOLDERS
(e) Approval of Directors . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
SPECIAL FACTORSPosition of the OCGH Filing Parties as to the Fairness of the Mergers
11
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
OAKTREE SOLICITATION OF WRITTEN CONSENTS
(f) Other Offers . Not Applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations
(a)-(b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSOpinion of Oaktrees Financial Advisor
SPECIAL FACTORSOpinion of Special Committees Financial Advisor
SPECIAL FACTORSProjected Financial Information
ANNEX DOPINION OF PERELLA WEINBERG PARTNERS LP
ANNEX EOPINION OF SANDLER ONEILL & PARTNERS, L.P.
The presentation materials dated November 6, 2018, November 18, 2018, November 18, 2018, November 24, 2018, November 27, 2018, December 15, 2018, December 23, 2018, January 4, 2019 and January 14, 2019, each prepared by Perella Weinberg Partners LP and reviewed by the management and certain directors of Oaktree Capital Group, LLC, are attached hereto as Exhibits (c)(3) through (c)(5) and Exhibits (c)(7) through (c)(12), respectively, and are incorporated by reference herein.
The presentation materials dated November 21, 2018, prepared by Perella Weinberg Partners LP and provided to Brookfield Asset Management Inc. at the direction of Oaktree Capital Group, LLC, are attached hereto as Exhibit (c)(6), and is incorporated by reference herein.
The presentation materials dated January 17, 2019, prepared by Perella Weinberg Partners LP and provided to the management of Brookfield Asset Management Inc. at the direction of Oaktree Capital Group, LLC, are attached hereto as Exhibit (c)(13), and is incorporated by reference herein.
The presentation materials dated March 7, 2019 and March 13, 2019, each prepared by Perella Weinberg Partners L.P. and reviewed by the board of directors of Oaktree Capital Group, LLC, are attached hereto as Exhibits (c)(14) and (c)(15), respectively, and are incorporated by reference herein.
The presentation materials dated January 17, 2019, February 7, 2019, February 19, 2019, March 4, 2019, March 11, 2019 and March 13, 2019, each prepared by Sandler ONeill & Partners, L.P. and reviewed by the special committee of the board of directors of Oaktree Capital Group, LLC, are attached hereto as Exhibits (c)(16) through (c)(21), respectively, and are incorporated by reference herein.
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(c) Availability of Documents . The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Oaktree during its regular business hours by any interested holder of Oaktree units or representative who has been designated in writing.
Item 10. Source and Amounts of Funds or Other Consideration
(a)-(b) Source of Funds; Conditions . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETMerger Consideration
SUMMARY TERM SHEETFinancing for the Transactions
QUESTIONS AND ANSWERS
SPECIAL FACTORSFinancing for the Transactions
THE MERGER AGREEMENTMerger Consideration; Effect of the Mergers on the Capital Stock
(c) Expenses . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SPECIAL FACTORSFees and Expenses
THE MERGER AGREEMENTTermination Fee
REIMBURSEMENT AGREEMENT
ANNEX CReimbursement Agreement
(d) Borrowed Funds . Not applicable.
Item 11. Interest in Securities of the Subject Company
(a) Securities Ownership . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSEffects of the Mergers
SPECIAL FACTORSPurposes and Reasons of the OCGH Filing Parties for the Mergers
OAKTREE SOLICITATION OF WRITTEN CONSENTSUnit Ownership of and Voting by Oaktree Directors and Executive Officers
IMPORTANT INFORMATION REGARDING OAKTREEOaktree Beneficial Ownership
(b) Securities Transactions . The information set forth in the consent solicitation statement/prospectus under the following caption is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING OAKTREETransactions in Oaktree Class A Units
13
Item 12. The Solicitation or Recommendation
(d) Intent to Tender or Vote in a Going Private Transaction . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPosition of the OCGH Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
OAKTREE SOLICITATION OF WRITTEN CONSENTSUnit Ownership of and Voting by Oaktree Directors and Executive Officers
THE SUPPORT AGREEMENT
EXCHANGE AGREEMENT
ANNEX BUNITHOLDER SUPPORT AGREEMENT
(e) Recommendation of Others . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSRecommendation of the Special Committee and the Oaktree Board; Reasons for the Mergers; Fairness of the Mergers
SPECIAL FACTORSPurpose and Reasons of the OCGH Filing Parties for the Mergers
SPECIAL FACTORSPurpose and Reasons of the Brookfield Filing Parties for the Mergers
SPECIAL FACTORSPosition of the OCGH Filing Parties as to the Fairness of the Mergers
SPECIAL FACTORSPosition of the Brookfield Filing Parties as to the Fairness of the Mergers
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OAKTREE SOLICITATION OF WRITTEN CONSENTS
(a) Financial Information . The financial statements set forth in Oaktrees Annual Report on Form 10-K for the year ended December 31, 2018, beginning on page 129 of such Annual Report on Form 10-K and filed with the SEC on February 22, 2019, are incorporated by reference herein. The information set forth in the consent solicitation statement/prospectus under the following captions is also incorporated herein by reference:
IMPORTANT INFORMATION REGARDING OAKTREEBook Value Per Unit
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF OAKTREE
COMPARATIVE PER COMMON SHARE MARKET PRICE AND DATA
WHERE YOU CAN FIND MORE INFORMATION
(b) Pro Forma Information . Not Applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated and Used
(a)-(b) Solicitations and Recommendations; Employees and Corporate Assets . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
QUESTIONS AND ANSWERS
SPECIAL FACTORSBackground of the Mergers
SPECIAL FACTORSFees and Expenses
OAKTREE SOLICITATION OF WRITTEN CONSENTS
Item 15. Additional Information
(b) Golden Parachute Compensation . The information set forth in the consent solicitation statement/prospectus under the following captions is incorporated herein by reference:
SUMMARY TERM SHEETInterests of Oaktree Directors and Executive Officers in the Mergers
SPECIAL FACTORSInterests of Oaktree Directors and Executive Officers in the Mergers
PROPOSALSProposal 2Compensation Proposal
(c) Other Material Information . The entirety of the information set forth in the consent solicitation statement/prospectus, including all annexes, exhibits and appendices thereto, is incorporated herein by reference.
15
16
(c)(4) |
Presentation materials of Perella Weinberg Partners LP reviewed by the management and certain directors of Oaktree Capital Group, LLC, dated November 18, 2018. | |
(c)(5) |
Presentation materials of Perella Weinberg Partners LP reviewed by the management and certain directors of Oaktree Capital Group, LLC, dated November 18, 2018. | |
(c)(6) |
Presentation materials of Perella Weinberg Partners LP provided to Brookfield Asset Management Inc. at the direction of Oaktree Capital Group, LLC, dated November 21, 2018. | |
(c)(7) |
Presentation materials of Perella Weinberg Partners LP reviewed by the management and certain directors of Oaktree Capital Group, LLC, dated November 24, 2018. | |
(c)(8) |
Presentation materials of Perella Weinberg Partners LP reviewed by the management and certain directors of Oaktree Capital Group, LLC, dated November 27, 2018. | |
(c)(9) |
Presentation materials of Perella Weinberg Partners LP reviewed by the management and certain directors of Oaktree Capital Group, LLC, dated December 15, 2018. | |
(c)(10) |
Presentation materials of Perella Weinberg Partners LP reviewed by the management and certain directors of Oaktree Capital Group, LLC, dated December 23, 2018. | |
(c)(11) |
Presentation materials of Perella Weinberg Partners LP reviewed by the management and certain directors of Oaktree Capital Group, LLC, dated January 4, 2019. | |
(c)(12) |
Presentation materials of Perella Weinberg Partners LP reviewed by the management and certain directors of Oaktree Capital Group, LLC, dated January 14, 2019. | |
(c)(13) |
Presentation materials of Perella Weinberg Partners LP provided to Brookfield Asset Management Inc. at the direction of Oaktree Capital Group, LLC, dated January 17, 2019. | |
(c)(14) |
Presentation materials of Perella Weinberg Partners LP for the board of directors of Oaktree Capital Group, LLC, dated March 7, 2019. | |
(c)(15) |
Presentation materials of Perella Weinberg Partners LP for the board of directors of Oaktree Capital Group, LLC, dated March 13, 2019. | |
(c)(16) |
Presentation materials of Sandler ONeill & Partners, L.P. for the special committee of the board of directors of Oaktree Capital Group, LLC, dated January 17, 2019. | |
(c)(17) |
Presentation materials of Sandler ONeill & Partners, L.P. for the special committee of the board of directors of Oaktree Capital Group, LLC, dated February 7, 2019. | |
(c)(18) |
Presentation materials of Sandler ONeill & Partners, L.P. for the special committee of the board of directors of Oaktree Capital Group, LLC, dated February 19, 2019. | |
(c)(19) |
Presentation materials of Sandler ONeill & Partners, L.P. for the special committee of the board of directors of Oaktree Capital Group, LLC, dated March 4, 2019. | |
(c)(20) |
Presentation materials of Sandler ONeill & Partners, L.P. for the special committee of the board of directors of Oaktree Capital Group, LLC, provided on March 11, 2019. | |
(c)(21) |
Presentation materials of Sandler ONeill & Partners, L.P. for the special committee of the board of directors of Oaktree Capital Group, LLC, dated March 13, 2019. |
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(d)(1) |
Agreement and Plan of Merger, dated as of March 13, 2019, by and among Oaktree Capital Group, LLC, Oslo Holdings LLC, Oslo Holdings Merger Sub LLC, Brookfield Asset Management Inc., and Berlin Merger Sub, LLC (incorporated herein by reference to Annex A of the Registration Statement on Form F-4 filed by Brookfield with the Securities and Exchange Commission on May 9, 2019). | |
(d)(2) |
Unitholder Support Agreement, dated as of June 30, 2016, by and among Brookfield Asset Management Inc., Berlin Merger Sub, LLC, Oaktree Capital Group, LLC, Oaktree Capital Group Holdings, L.P. and Oaktree Capital Group Holdings GP (incorporated herein by reference to Annex B of the Registration Statement on Form F-4 filed by Brookfield with the Securities and Exchange Commission on May 9, 2019). | |
(d)(3) |
Reimbursement Agreement (incorporated herein by reference to Annex C of the Registration Statement on Form F-4 filed by Brookfield with the Securities and Exchange Commission on May 9, 2019). | |
(f) |
None. | |
(g) |
None. |
* |
To be filed by amendment. |
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SIGNATURES
After due inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of May 9, 2019
OAKTREE CAPITAL GROUP LLC | ||
By: | /s/ Todd Molz | |
Name: Todd Molz | ||
Title: General Counsel, Chief Administrative Officer and Secretary | ||
By: | /s/ Richard Ting | |
Name: Richard Ting |
||
Title: Managing Director, Associate General Counsel and Assistant Secretary | ||
OAKTREE CAPITAL GROUP HOLDINGS, L.P. | ||
By: | Oaktree Capital Group Holdings GP, LLC, its general partner | |
By: | /s/ Todd Molz | |
Name: Todd Molz | ||
Title: General Counsel, Chief Administrative Officer and Secretary | ||
By: | /s/ Richard Ting | |
Name: Richard Ting | ||
Title: Managing Director, Associate General Counsel and Assistant Secretary | ||
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC | ||
By: | /s/ Todd Molz | |
Name: Todd Molz | ||
Title: General Counsel, Chief Administrative Officer and Secretary | ||
By: | /s/ Richard Ting | |
Name: Richard Ting | ||
Title: Managing Director, Associate General Counsel and Assistant Secretary | ||
OSLO HOLDINGS LLC
By: Oaktree Capital Group Holdings, L.P., its sole member |
By: | Oaktree Capital Group Holdings GP, LLC, its general partner |
By: | /s/ Todd Molz | |
Name:Todd Molz | ||
Title: General Counsel, Chief Administrative Officer and Secretary | ||
By: | /s/ Richard Ting | |
Name: Richard Ting | ||
Title: Managing Director, Associate General Counsel and Assistant Secretary |
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HOWARD S. MARKS | ||
By: | /s/ Howard S. Marks | |
Name: Howard S. Marks | ||
BRUCE A. KARSH | ||
By: | /s/ Bruce A. Karsh | |
Name: Bruce A. Karsh | ||
BROOKFIELD ASSET MANAGEMENT INC. | ||
By: | /s/ Brian Lawson | |
Name: Brian Lawson | ||
Title: Senior Managing Partner and Chief Financial Officer | ||
BERLIN MERGER SUB, LLC | ||
By: | /s/ Jordan Kolar | |
Name: Jordan Kolar | ||
Title: Vice President | ||
ATLAS HOLDINGS, LLC | ||
By: | /s/ Joshua Zinn | |
Name: Joshua Zinn | ||
Title: Vice President | ||
ATLAS OCM HOLDINGS, LLC | ||
By: | /s/ Joshua Zinn | |
Name: Joshua Zinn | ||
Title: Vice President | ||
BROOKFIELD HOLDINGS CANADA INC. | ||
By: | /s/ Aleksandar Novakovic | |
Name: Aleksandar Novakovic | ||
Title: Vice President |
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BROOKFIELD US HOLDINGS, INC. | ||
By: | /s/ Karly Dyck | |
Name: Karly Dyck | ||
Title: Vice President | ||
BROOKFIELD US INC. | ||
By: | /s/ Jordan Kolar | |
Name: Jordan Kolar | ||
Title: Vice President | ||
PF Fund Limited Partnership, by its General Partner 2518154 Ontario Limited |
||
By: | /s/ Katayoon Sarpash | |
Name: Katayoon Sarpash | ||
Title: Vice President |
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1 Month Oaktree Capital Chart |
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