Brookfield to Acquire 62% of Oaktree Capital Management
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 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). This represents a premium of 12.4% 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-Weighted Average 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 recommended
that 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, Bruce Karsh
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
the foreseeable future. In addition, Howard Marks will join
Brookfield’s 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 of alternative 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 its exceptional 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 forces with 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 of support and independence we expect. We look
forward to having Brookfield’s contribution to our ability to serve
our clients, and to doing the same for them.” Transaction
Details
Under the terms of the agreement, Oaktree Class
A units will be acquired for a per unit consideration of, at the
election of Oaktree Class A unitholders, either $49.00 in cash or
1.0770 Brookfield Class A shares. Elections will be made on a per
unit basis and will be subject to pro-ration such that the total
consideration paid by Brookfield consists of 50% in cash and 50% in
Brookfield shares. In addition, the founders, senior management,
and current employee-unitholders of Oaktree Capital Group Holdings,
L.P. (“OCGH”), the holder of all outstanding Class B units of
Oaktree as well as a direct interest in certain of Oaktree’s
operating entities, will sell to Brookfield 20% of their units for
the same consideration as the Oaktree Class A unitholders.
Pursuant to the agreement, Oaktree may declare
and pay a distribution in respect of the quarter ending
March 31, 2019 in an amount up to $1.05 per Oaktree Class
A unit. No further distributions on the Oaktree Class A units may
be paid unless the transaction has not closed by September 30,
2019, in which case distributions in respect of Q3 2019 and any
other quarter thereafter until closing may be paid in the ordinary
course on Oaktree Class A units, subject to certain limitations set
forth in the agreement.
The cash portion of the aggregate consideration
will be funded by Brookfield from available liquidity. Upon
consummation 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 $225
million 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 Howard
Marks and Bruce Karsh, 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.
All dollar references are in U.S. dollars,
unless noted otherwise.
Advisors
Perella Weinberg Partners L.P. acted as sole
financial advisor and Simpson Thacher & Bartlett LLP and
Munger, Tolles & Olsen LLP acted as legal advisors to
Oaktree. Weil, Gotshal & Manges LLP and Torys LLP acted
as legal advisors to Brookfield. Sandler O’Neill & Partners,
L.P. acted as financial advisor and Mayer Brown LLP served as legal
advisor to the Special Committee of Oaktree’s Board of
Directors.
Brookfield Asset Management
Inc. is a leading global alternative asset manager with
over $350 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, Toronto and
Euronext stock exchanges under the symbol BAM, BAM.A and BAMA,
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 December 31, 2018. 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 |
|
|
|
Suzanne Fleming Communications
Tel: (212) 417-2421 Email: suzanne.fleming@brookfield.com |
|
Andrea D. Williams
Communications and Investor Relations Tel: (213) 830-6483 Email:
investorrelations@oaktreecapital.com
mediainquiries@oaktreecapital.com |
Linda
NorthwoodInvestor RelationsTel: 416-359-8647 Email:
linda.northwood@brookfield.com |
|
|
Important Additional Information and Where to
Find It
This communication is being made in respect of
the proposed merger transaction between Oaktree Capital Group, LLC
(“Oaktree”) and Brookfield Asset Management Inc. (“Brookfield”). In
connection with the proposed merger, Brookfield will file with the
SEC a registration statement on Form F-4 that will include the
consent solicitation statement of Oaktree and a prospectus of
Brookfield, as well as other relevant documents regarding the
proposed transaction. A definitive consent solicitation
statement/prospectus will also be sent to Oaktree unitholders. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction.
INVESTORS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE CONSENT SOLICITATION STATEMENT/PROSPECTUS
REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
A free copy of the consent solicitation
statement/prospectus, as well as other filings containing
information about Oaktree and Brookfield, may be obtained at the
SEC’s Internet site (http://www.sec.gov). You will also be able to
obtain these documents, free of charge, from Oaktree by accessing
Oaktree’s website at ir.oaktreecapital.com or from Brookfield by
accessing Brookfield’s website at
bam.Brookfield.com/reports-and-filings. Copies of the consent
solicitation statement/prospectus will be available, free of
charge, by directing a request to Oaktree Investor Relations at
Unitholders – Investor Relations, Oaktree Capital Management, L.P.,
333 South Grand Ave., 28th Floor, Los Angeles, CA 90071, by calling
(213) 830-6483 or by sending an e-mail to
investorrelations@oaktreecapital.com or to Brookfield Investor
Relations by calling (416) 359-8647 or by sending an e-mail to
enquiries@brookfield.com.
Oaktree and certain of its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Oaktree unitholders in respect of the
transaction described in the consent solicitation
statement/prospectus. Information regarding Oaktree’s directors and
executive officers is contained in Oaktree’s Annual Report on Form
10-K for the year ended December 31, 2018, which is filed with the
SEC. Additional information regarding the interests of those
participants and other persons who may be deemed participants in
the transaction may be obtained by reading the consent solicitation
statement/prospectus regarding the proposed merger when it becomes
available. Free copies of this document may be obtained as
described in the preceding paragraph.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This communication contains “forward-looking
statements” within the meaning of Section 27A of the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Exchange Act, and “forward-looking information”
within the meaning of Canadian provincial securities laws, which
reflect the current views of Brookfield and Oaktree with respect
to, among other things, their 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 and information are based on Brookfield and Oaktree’s
beliefs, assumptions and expectations of their respective future
performance, taking into account all information currently
available to them. Such forward-looking statements and information
are subject to risks and uncertainties and assumptions relating to
their respective 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;
the ability to obtain approval by Oaktree’s unitholders on the
expected terms and schedule; 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 Brookfield’s or
Oaktree’s anticipated revenue and income, which are inherently
volatile; changes in the value of Brookfield’s or Oaktree’s
investments; the pace of Brookfield’s or Oaktree’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 Brookfield or Oaktree 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 caption “Business
Environment and Risks” in Brookfield’s most recent report on Form
40-F for the year ended December 31, 2017, 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.
As for the forward-looking statements and
information that relate to future financial results and other
projections, actual results will be different due to the inherent
uncertainties of estimates, forecasts and projections and may be
better or worse than projected and such differences could be
material. Given these uncertainties, you should not place any
reliance on these forward-looking statements and information.
Annualized, pro forma, projected and estimated numbers are used for
illustrative purpose only, are not forecasts and may not reflect
actual results.
Brookfield Asset Managem... (TSX:BAM.A)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
Brookfield Asset Managem... (TSX:BAM.A)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024