Brookfield Asset Management and Oaktree Capital Group announced an agreement whereby Brookfield will acquire approximately 62% of the Oaktree business. As part of the transaction, Brookfield will acquire all outstanding Oaktree Class A units for, at the election of Oaktree Class A unitholders, either $49.00 in cash or 1.0770 Class A shares of Brookfield per unit (subject to pro-ration). Both Brookfield and Oaktree will continue to operate their respective businesses independently, partnering to leverage their strengths – with each remaining under its current brand and led by its existing management and investment teams, said a press release. Howard Marks will continue as co-chairman of Oaktree, Bruce Karsh as co‑chairman and chief investment officer, and Jay Wintrob as chief executive officer. Marks and Karsh will continue to have operating control of Oaktree as an independent entity for the foreseeable future. In addition,Marks will join Brookfield’s board of directors. The two companies together will have approximately $475bn of assets under management and $2.5bn of annual fee-related revenues, making this one of the leading alternative asset managers, with one of the most comprehensive suites of alternative investment products for investors worldwide. Upon completion of the transaction, Brookfield will own approximately 62% of the Oaktree business, and the OCGH unitholders, consisting primarily of Oaktree’s founders and certain other members of management and employees, will own the remaining approximately 38%. Commencing in 2022, former employee-unitholders will be able to sell their remaining Oaktree units to Brookfield over time pursuant to an agreed upon liquidity schedule and approach to valuing such units at the time of liquidation, and Oaktree’s founders, senior management and current employee-unitholders will have the option to do so as well. Pursuant to this liquidity schedule, the earliest year in which Brookfield could own 100% of the Oaktree business is 2029. The agreement includes customary provisions relating to non-solicitation, the ability of Oaktree’s board of directors to respond to any unsolicited superior alternative proposals, and Brookfield’s right to match such proposals. The agreement also provides for the payment by Oaktree of a $225m termination fee if the agreement is terminated under certain specified circumstances. The transaction is subject to the approval of Oaktree unitholders representing at least a majority of the voting interests of Oaktree and other customary closing conditions, including certain regulatory approvals. OCGH, controlled by Marks andKarsh, and which represents approximately 92% of the voting interests of Oaktree, has agreed to vote all of its units in favor of the transaction. The transaction is expected to close in the third quarter of 2019.
