Brookfield Asset Management Completes Acquisition Of 61.2% of Oaktree Capital Management
30 September 2019 - 2:12PM
Brookfield Asset Management Inc. (“Brookfield”) (NYSE: BAM, TSX:
BAM.A) and Oaktree Capital Group, LLC (NYSE: OAK) (“Oaktree”) are
pleased to announce the completion of Brookfield’s acquisition of
approximately 61.2% of Oaktree’s business. In connection with the
transaction, Brookfield acquired all of the outstanding Oaktree
class A units and approximately 20% of the units of Oaktree Capital
Group Holdings, L.P. (“OCGH”) held by the founders, senior
management, and current and former employees of Oaktree. The
purchase price per unit was, at the election of such unitholders,
$49.00 in cash or 1.0770 class A shares of Brookfield (subject to
proration). OCGH is the holder of all outstanding class B units of
Oaktree as well as a direct interest in certain of Oaktree’s
operating entities.
Oaktree class A unitholders’ and OCGH
unitholders’ elections were made on a per unit basis and subject to
proration such that the total consideration paid by Brookfield was
50% cash and 50% Brookfield class A shares. Based on the
elections received, the share consideration was oversubscribed and
former holders of class A units and participating OCGH units who
elected (or were deemed to have elected) to receive share
consideration with respect to all or a portion of their units will
instead receive approximately 0.6173 class A shares of Brookfield
and $20.92 in cash with respect to each such unit. The election
results remain subject to the limitations and proration procedures
described in the consent solicitation statement/ prospectus of
Brookfield and Oaktree delivered to Oaktree unitholders in
connection with the transaction.
The aggregate amount of cash payable to Oaktree
class A unitholders and OCGH unitholders in the transaction is
approximately $2.4 billion. Approximately 52.8 million class A
shares of Brookfield were issued in the transaction. In connection
with the closing of the transactions, Oaktree class A units were
delisted from the New York Stock Exchange.
Brookfield Asset Management
Inc. is a leading global alternative asset manager with
over $385 billion in assets under management. The company has more
than a 120-year history of owning and operating assets with a focus
on real estate, renewable power, infrastructure and private equity.
Brookfield offers a range of public and private investment products
and services, and is co-listed on the New York and Toronto stock
exchanges under the symbol BAM and BAM.A, respectively. For more
information, please visit our website at brookfield.com.
Oaktree Capital Group, LLC is a
leader among global investment managers specializing in alternative
investments, with $120 billion in assets under management as
of June 30, 2019. The firm emphasizes an opportunistic,
value-oriented and risk-controlled approach to investments in
credit, private equity, real assets and listed equities. The firm
has over 950 employees and offices in 18 cities worldwide. For
additional information, please visit Oaktree’s website at
oaktreecapital.com.
For more information, please contact:
Brookfield Asset
Management Inc. |
|
Oaktree Capital Group,
LLC |
|
|
|
Linda NorthwoodInvestor Relations
Tel: 416-359-8647 Email: linda.northwood@brookfield.com |
|
Andrea D. Williams Communications
and Investor Relations Tel: (213) 830-6483 Email:
investorrelations@oaktreecapital.com |
FORWARD-LOOKING STATEMENTS AND
INFORMATION
This communication contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act, which reflect the current
views of Brookfield and Oaktree, with respect to, among other
things, its future results of operations and financial performance.
In some cases, you can identify forward-looking statements and
information by words such as “anticipate,” “approximately,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “outlook,” “plan,” “potential,” “predict,” “seek,” “should,”
“will” and “would” or the negative version of these words or other
comparable or similar words. These statements identify prospective
information. Important factors could cause actual results to
differ, possibly materially, from those indicated in these
statements. Forward-looking statements are based on Brookfield’s
and Oaktree’s beliefs, assumptions and expectations of its future
performance, taking into account all information currently
available to it. Such forward-looking statements and information
are subject to risks and uncertainties and assumptions relating to
Brookfield’s and Oaktree’s operations, financial results, financial
condition, business prospects, growth strategy and liquidity.
In addition to factors previously disclosed in
Brookfield’s and Oaktree’s reports filed with securities regulators
in Canada and the United States and those identified elsewhere in
this communication, the following factors, among others, could
cause actual results to differ materially from forward-looking
statements and information or historical performance: the
occurrence of any event, change or other circumstances that could
give rise to the right of one or both of Brookfield and Oaktree to
terminate the definitive merger agreement between Brookfield and
Oaktree; the outcome of any legal proceedings that may be
instituted against Brookfield, Oaktree or their respective
unitholders, shareholders or directors; the ability to obtain
regulatory approvals and meet other closing conditions to the
merger, including the risk that regulatory approvals required for
the merger are not obtained or are obtained subject to conditions
that are not anticipated or that are material and adverse to
Brookfield’s or Oaktree’s business; a delay in closing the merger;
business disruptions from the proposed merger that will harm
Brookfield’s or Oaktree’s business, including current plans and
operations; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
merger; certain restrictions during the pendency of the merger that
may impact Brookfield’s or Oaktree’s ability to pursue certain
business opportunities or strategic transactions; the ability of
Brookfield or Oaktree to retain and hire key personnel; uncertainty
as to the long-term value of the class A shares of Brookfield
following the merger; the continued availability of capital and
financing following the merger; the business, economic and
political conditions in the markets in which Brookfield and Oaktree
operate; changes in Oaktree’s or Brookfield’s anticipated revenue
and income, which are inherently volatile; changes in the value of
Oaktree’s or Brookfield’s investments; the pace of Oaktree’s or
Brookfield’s raising of new funds; changes in assets under
management; the timing and receipt of, and impact of taxes on,
carried interest; distributions from and liquidation of Oaktree’s
existing funds; the amount and timing of distributions on Oaktree’s
preferred units and class A units; changes in Oaktree’s operating
or other expenses; the degree to which Oaktree or Brookfield
encounters competition; and general political, economic and market
conditions.
Any forward-looking statements and information
speak only as of the date of this communication or as of the date
they were made, and except as required by law, neither Brookfield
nor Oaktree undertakes any obligation to update forward-looking
statements and information. For a more detailed discussion of these
factors, also see the information under the captions “Cautionary
Information Regarding Forward-Looking Statements” and “Risk
Factors” in the consent solicitation statement/prospectus that
forms part of the Registration Statement on Form F-4 (No.
333-231335) filed with the SEC by Brookfield in connection with the
proposed merger, and the captions “Business Environment and Risks”
in Brookfield’s most recent report on Form 40-F for the year ended
December 31, 2018, and under the captions “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in Oaktree’s most recent report on Form 10-K
for the year ended December 31, 2018, and in each case any material
updates to these factors contained in any of Brookfield’s or
Oaktree’s future filings.
This communication and its contents do not
constitute and should not be construed as (a) a recommendation to
buy, (b) an offer to buy or solicitation of an offer to buy, (c) an
offer to sell or (d) advice in relation to, any securities of
Oaktree or securities of any Oaktree investment fund.
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