Filed by Brookfield Asset Management Inc.
pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Oaktree Capital Group, LLC
SEC File No.: 001-35500
Date: March13, 2019
PRESS RELEASE
BROOKFIELD TO ACQUIRE 62% OF OAKTREE CAPITAL MANAGEMENT
Together, Brookfield and Oaktree will provide global investors with one of the most comprehensive
offerings of alternative investment products available in the marketplace today
Howard Marks, Bruce Karsh, and other members of Oaktree Capital Group Holdings, L.P. will own 38%
and retain operating control of Oaktree
Oaktree Class A unitholders can elect to receive for each Oaktree Class A unit either $49.00 in cash or
1.0770 Brookfield Class A shares to enable them to stay invested in the overall business
New York, March 13, 2019 Brookfield Asset Management Inc. (Brookfield) (NYSE: BAM, TSX: BAM.A, Euronext: BAMA)and Oaktree Capital Group, LLC (NYSE: OAK) (Oaktree) today announced an agreement whereby Brookfield will acquire approximately 62% of the Oaktree business. As part of the transaction, Brookfield will acquire all outstanding OaktreeClass 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). This represents a premium of12.4% per Oaktree Class A unit, based on the closing price of Oaktree Class A units and Brookfield Class A Shares on March 12, 2019 and a 15.9% premium based on the 30-day Volume-WeightedAverage Price of Oaktree Class A units. The Oaktree Board of Directors, acting on the recommendation of a special committee, composed of non-executive, independent directors, has unanimously recommendedthat Oaktree unitholders approve the transaction.
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. Howard Marks will continue as Co-Chairman of Oaktree, BruceKarsh as Co-Chairman and Chief Investment Officer, and Jay Wintrob as Chief Executive Officer. Howard Marks and Bruce Karsh will continue to have operating control of Oaktree as an independent entity for theforeseeable future. In addition, Howard Marks will join Brookfields board of directors.
The two companies together will have approximately$475 billion of assets under management and $2.5 billion of annual fee-related revenues, making this one of the leading alternative asset managers, with one of the most comprehensive suites ofalternative investment products for investors worldwide. The transaction is expected to be accretive to Brookfield on a per share basis before any benefits from the combination.
Bruce Flatt, CEO of Brookfield, stated, As we continue to strategically grow Brookfield, we are thrilled to be partnering with Oaktree and with itsexceptional management team whose credit business is second to none. This transaction enables us to broaden our product offering to include one of the finest credit platforms in the world, which has a value-driven, contrarian investment style,consistent with ours.
Howard Marks, Co-Chairman of Oaktree, stated, The opportunity to join forceswith Brookfield is ideal. Our firms share a culture that emphasizes both investing excellence and integrity, and our businesses mesh without overlapping or conflicting. The rest of Oaktree management and I are excited about the combination ofsupport and independence we expect. We look forward to having Brookfields contribution to our ability to serve our clients, and to doing the same for them.
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