Exhibit 99.1

 

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 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.”

 

1

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.

 

2

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 Northwood Investor Relations Tel: 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.

 

3

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.

 

4

Exhibit 99.2

 

To:	All – Oaktree

 

From:

Howard Marks, Bruce Karsh and Jay Wintrob

 

Subject:

Oaktree Organizational Announcement

It’s our great pleasure to announce Oaktree’s decision to partner with Brookfield Asset Management Inc., a world-class, global asset manager with over $350 billion in AUM in the areas of real estate, infrastructure, renewable power and private equity. As detailed in the attached press release issued jointly by us and Brookfield this morning, Brookfield will acquire approximately 62% of Oaktree, and Oaktree will be a free-standing, private company under Brookfield’s umbrella. We are enthusiastic about what this means for Oaktree, for Oaktree’s clients, and for our most important asset – our people.

We are sure you may have questions regarding how – and why – this decision was made, and so we’d like to provide you with some important background.

As those of you who were at Oaktree in 2003 may recall, in his memo 2002 in Review , Howard mentioned that a money management industry newsletter had described us as having put the firm up for sale. He went on as follows:

We told those who inquired that we had hired Goldman Sachs three years earlier to help us evaluate offers for a minority interest from would-be investors and see if we could do better. But obviously nothing had been consummated in three years. And now it’s four.

…Our requirements have always been unambiguous:

 

(a)

a prestigious affiliation that would bring resources to Oaktree,

 

(b)

with a party willing to pay a fair price for a non-controlling investment that would entail

 

(c)

no cessation of Oaktree’s existence as an autonomous entity,

 

(d)

no diminution of Oaktree’s role in representing its own products to clients, and

 

(e)

no reduction of our freedom to manage our accounts and our business.

It shouldn’t come as a surprise that these stringent criteria haven’t been met, and as a result we have decided to place this topic and our work with Goldman solidly on the back burner. However improbable a transaction was a year ago, we consider it even less likely now.

That mention prompted a group of Oaktree clients to respond that they would do what we had indicated, and they bought a total of 13% of Oaktree on those terms in 2004 and 2007. Following that, as you know, we went semi-public in 2007 and fully public in 2012.

All of us have operated the firm on a “client-first” basis since our founding in 1995. Unfortunately, however, as a public company, we’ve experienced the public market’s lack of enthusiasm for an asset manager that’s more concerned with its clients’ interests than with growing AUM and profits when it thinks growing would be a mistake. At the same time, the public listing hasn’t provided all of the liquidity we sought in order to facilitate generational transfer.

Thus we’re very pleased that we were recently approached by Brookfield regarding this opportunity that provides everything we were originally looking for and more:

 

•

An outstanding fit in terms of corporate culture, investment style and top-flight reputation. (Importantly, Brookfield – like Oaktree – is a long-term, value-oriented investor with a strong organizational culture not too dissimilar from ours.)

 

•

The fact that Oaktree will live on as a free-standing company with its own name.

 

•

An investor intent on having the current management continue to run Oaktree. The three of us and the rest of the Oaktree leadership team will remain in our roles, managing the firm with complete independence.

 

•

The fact that all of us will be able to continue to run the firm for the benefit of our clients.

 

•

An opportunity to enhance our position in the marketplace; together Brookfield and Oaktree will manage over $475 billion and will be among the largest, most important asset managers in the world with respect to a number of our collective strategies.

 

•

An extensive list of ways in which Brookfield has the potential to contribute to our operation and enable us to serve clients better. Working together, for instance, we will have a much better capacity to satisfy the increasing client demand for multi-strategy partnerships. Additionally, we expect to benefit from Brookfield’s expertise and insights gathered from their significant global presence and large-scale operating team.

 

•

The complement of Brookfield’s pro-cyclical business to our more counter-cyclical business.

 

•

The absence of conflicts between Brookfield’s business and ours. (While some may perceive overlap in areas like real estate or infrastructure, the truth is the overlap is near-zero given things like regional focus, targeted return and transaction size.)

 

•

Gradual liquidity for Oaktree’s founders and employees that hasn’t developed for our listed units.

To summarize the transaction:

 

•

Brookfield will acquire approximately a 62% interest in Oaktree, comprising all of Oaktree’s public units and roughly 20% of the private units held by Oaktree’s founders, employees and ex-employees.

 

•

The $49.00 per-unit price will be paid in a combination of cash and Brookfield stock. Details surrounding the exchange will be available to equity holders in due course.

 

•

Employees with unvested public units will have opportunities (but no obligation) to sell once their units vest.

 

•

Oaktree founders, senior management, and those employees with private units will have opportunities (but no obligation) to sell the remaining stake in equal parts in 2022-2026 (for founders and senior management) and 2022-2029 (all others).

 

•

Brookfield will have two representatives on Oaktree’s board of directors, and Howard will join theirs.

 

•

There will be no change in the day-to-day operations of either business.

If you look back to our original set of requirements, you’ll see – remarkably – that partnering with Brookfield satisfies every one of the five criteria we laid out almost two decades ago. We think this is the opportunity of a lifetime for Oaktree and its people and a partnership that will be beneficial for our clients. It presents us with a strong partner; an important liquidity option that facilitates generational

transfer; and a way for us to return to private ownership and strengthen our resources – all while allowing us to continue to run the business according to our longstanding investment philosophy and business principles.

We are most grateful to you – our employees – for your steadfast commitment to Oaktree’s mission, and for all that you have done and will continue to do to make Oaktree the special, highly successful place it is. We know that Brookfield’s interest in a partnership with Oaktree is the direct result of the exceptional reputation you have helped us build and uphold since the firm’s founding nearly 24 years ago. We look forward to burnishing that reputation with all of you – and with our new partner – for many years to come.

We’ve attached a short video here and hope you will join us today for an All-Oaktree conference call with the three of us; and on Friday for a Town Hall in which we’ll be joined by Bruce Flatt, Brookfield’s CEO. Invitations for these sessions will be forthcoming. (Note that today’s conference calls will be hosted at both 10am and 430pm PT to accommodate global participation. You will be able to submit questions by email at townhall@oaktreecapital.com .)

 

 

Important Additional Information and Where to Find It

In connection with the proposed merger, Brookfield Asset Management Inc. (“Brookfield”) will file with the SEC a registration statement on Form F-4 that will include the consent solicitation statement of Oaktree Capital Group, LLC (“Oaktree”) and a prospectus of Brookfield. INVESTORS ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE 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 ). Copies of the consent solicitation statement/prospectus can also be obtained, 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 linda.northwood@brookfield.com . Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Oaktree unitholders in connection with the proposed transaction will be set forth in the consent solicitation statement/prospectus when it is filed with the SEC.

Exhibit 99.3

 

		Oaktree Capital Management, L.P. 333 South Grand Avenue, 28 th  Floor Los Angeles, CA 90071 p 213 830-6300 f 213 830-6495

March 13, 2019

Dear Oaktree Client:

By now you’ve likely heard about Oaktree’s decision to partner with Brookfield Asset Management. We’re writing to provide the background.

Sixteen years ago, in his memo 2002 in Review , Howard mentioned that a money management industry newsletter had described us as having put Oaktree up for sale. He went on as follows:

We told those who inquired that we had hired Goldman Sachs three years earlier to help us evaluate offers for a minority interest from would-be investors and see if we could do better. But obviously nothing had been consummated in three years. And now it’s four.

This update will be brief. Our requirements have always been unambiguous:

 

(a)

a prestigious affiliation that would bring resources to Oaktree,

 

(b)

with a party willing to pay a fair price for a non-controlling investment that would entail

 

(c)

no cessation of Oaktree’s existence as an autonomous entity,

 

(d)

no diminution of Oaktree’s role in representing its own products to clients, and

 

(e)

no reduction of our freedom to manage our accounts and our business.

It shouldn’t come as a surprise that these stringent criteria haven’t been met, and as a result we have decided to place this topic and our work with Goldman solidly on the back burner. However improbable a transaction was a year ago, we consider it even less likely now.

That mention prompted a group of Oaktree clients to respond that they would do what we had indicated, and they bought a total of 13% of Oaktree on those terms in 2004 and 2007. Following that, we went semi-public in 2007 and fully public in 2012.

As a public company, we’ve experienced the market’s lack of enthusiasm for an asset manager that’s more concerned with its clients’ interests than with growing AUM and profits when it thinks growing would be a mistake. The public listing also hasn’t provided all of the liquidity we sought in order to facilitate generational transfer.

Thus we’re very pleased to report that we were recently approached by Brookfield and have agreed to enter into a strategic partnership with them that provides everything we were originally looking for and more:

 

•

An outstanding fit in terms of corporate culture, investment style and top-flight reputation.

 

•

The fact that Oaktree will live on as a free-standing company with its own name.

 

•

An investor intent on having the current management continue to run Oaktree. The two of us will remain in our roles, leading Oaktree with complete independence and with no fixed end date. In fact, Brookfield wants us to run Oaktree forever. While we’re not sure we can commit to “forever,” we do plan to remain around for a very long time.

 

•

The fact that Oaktree people will continue to run the firm for the benefit of its clients. In fact, Brookfield wouldn’t have made this investment in Oaktree but for the fact that the employees, led by CEO Jay Wintrob, will be highly motivated to remain on board and perform at their historic high level of excellence.

 

•

Association with a deep-pocketed firm run by a world-class CEO who wants to add to our success.

 

•

An extensive list of ways in which Brookfield can contribute to our operation and enable us to serve clients better.

 

•

The complement of Brookfield’s pro-cyclical business to Oaktree’s counter-cyclical business.

 

•

The absence of conflicts between Brookfield’s business and ours.

 

•

Belief that Brookfield’s global presence – particularly strong in certain regions – will add to ours, and ours to theirs.

 

•

Gradual liquidity for Oaktree’s founders and employees, current and past, that hasn’t developed for our listed units.

To summarize the transaction:

 

•

Brookfield will buy all of Oaktree’s “public partnership units” at a price that embodies a substantial premium to their recent trading price and gives all holders a profitable exit.

 

•

Simultaneously, Brookfield will pay the same price for 20% of the “private units” held by Oaktree’s founders, employees and ex-employees, leaving us with roughly 38% ownership.

 

•

The founders and senior management will have opportunities to sell their remaining units in equal parts in 2022-26, and the rest of the employees and ex-employees will have liquidity in 2022-29.

 

•

However, to induce them to remain at Oaktree, the liquidity available to the founders and current employee-unitholders will be in the form of a very valuable option to sell, not an obligation.

 

•

Brookfield will have two representatives on Oaktree’s ten-person board of directors, and Howard will join theirs.

If you look back to page one, you’ll see – remarkably – that partnering with Brookfield satisfies every one of the five criteria we laid out almost two decades ago. We consider this a win for all parties: the chance of a lifetime for Oaktree and its people; a partnership that will be beneficial for Oaktree’s clients; and an opportunity for our public unitholders to either exit at a premium price or maintain an investment in the combined entity. It presents us with a strong partner and the possibility – but not the obligation – to gradually exit our Oaktree ownership if we wish. And it offers a way for Oaktree to return to private ownership and strengthen our resources while continuing to run the business for many years.

The most important thing remains the fact that we have always put clients’ interests first throughout the evolution of Oaktree’s ownership, and we always will. We’re sure you will have questions about this next step, and we look forward to responding to them.

 

Best wishes,
Howard Marks		Bruce Karsh

Important Additional Information and Where to Find It

In connection with the proposed merger, Brookfield Asset Management Inc. (“Brookfield”) will file with the SEC a registration statement on Form F-4 that will include the consent solicitation statement of Oaktree Capital Group, LLC (“Oaktree”) and a prospectus of Brookfield. INVESTORS ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE 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 ). Copies of the consent solicitation statement/prospectus can also be obtained, 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 linda.northwood@brookfield.com . Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Oaktree unitholders in connection with the proposed transaction will be set forth in the consent solicitation statement/prospectus when it is filed with the SEC.

Exhibit 99.4

 

Project Atlas

Employee Video Transcript | march 2019

Employee Video Transcript

Hello everyone. This is the first time I’ve recorded a video to share with the whole firm. As you may have seen, we just made a significant announcement, and I wanted to get a personal message to everyone in short order.

I am thrilled to share with you that we have decided to enter into a partnership agreement with Brookfield Asset Management. Under the agreement, Brookfield will acquire all of our company’s public units, and about 20% of our private units, for cash and stock with a value of $49 per unit, giving Brookfield a majority of Oaktree’s total units and taking our company private.

Let me walk you through why we made this decision and the value we think this will create for our firm, for you as employees and, importantly, for our clients.

For the last 20 years, since we first received offers of interest in Oaktree, we have always been firm in our belief that any type of partnership would need to meet strict and unambiguous requirements. Those are:

 

(a)

a prestigious affiliation that would bring resources to Oaktree,

 

(b)

with a party willing to pay a fair price for a non-controlling investment that would entail

 

(c)

no cessation of Oaktree’s existence as an autonomous entity,

 

(d)

no diminution of Oaktree’s role in representing its own products to clients, and

 

(e)

no reduction of our freedom to manage our accounts and our own business.

The opportunity to join forces with Brookfield meets these criteria and gives us the ability to maintain full freedom and flexibility in how we grow our business.

Frankly, as a public entity, we have experienced the market’s lack of enthusiasm for a company that is more concerned with its clients’ interests than with growing AUM and profits when it thinks growing would be a mistake.

Brookfield is an outstanding fit in terms of culture, investment style and top-flight reputation. Brookfield has over $350 billion in AUM, and its core assets are in real estate, renewable power, infrastructure and private equity. It is predominantly an equity-focused manager, with credit currently accounting for a minimal percentage of its AUM. In fact, some of you may be familiar with Brookfield’s marquee office building in LA – 333 South Grand.

Brookfield has more than 1,500 employees, including 750 investment professionals, and offices in 30 countries worldwide. It is publicly traded on the NYSE and TSX and has an equity market cap of about $45 billion dollars and is headquartered in Toronto. Bruce Flatt, Brookfield’s CEO, has been with the firm since 1990, and has been CEO since 2002. Bruce Karsh and I have gotten to know Bruce well, and we greatly respect his management style and his team.

Very importantly, Oaktree will be a free-standing company within the Brookfield family. Our current leadership team, led by Bruce, Jay and me, will continue to run our firm with complete independence for the benefit of our clients.

Project Atlas

Employee Video Transcript | march 2019

 

This was our foremost criterion in deciding what comes next for Oaktree. In fact, Brookfield wouldn’t have made this investment in Oaktree but for its confidence that all of you will be highly motivated to remain on board and perform at your historic high level of excellence.

Brookfield is a long-term oriented, strategic and well-capitalized partner that wants to add to our success. Our firms share a culture that emphasizes excellence in investing and integrity, and our businesses mesh beautifully without conflicting. This partnership will build on Oaktree’s existing resources and expertise to help us enhance our scale and related access to investment opportunities globally. Brookfield’s pro-cyclical business is highly complementary with Oaktree’s counter-cyclical business. And lastly, Brookfield’s global presence – particularly strong in certain regions – will add to ours, and ours to theirs.

We’re thrilled with this phase of our evolution, and we hope all of you share our excitement. The partnership with Brookfield is one that will be beneficial for our clients, and it presents an opportunity for our public unitholders to exit at a premium and/or maintain an investment in the combined entity.

And above all, we genuinely think this is the opportunity of a lifetime for Oaktree and its people, as we are freed of the obligations of being a public company, have access to tremendous resources, and retain full independence and autonomy.

We’ll be hosting town hall meetings shortly so you can hear more and ask questions. I encourage everyone to join.

Thank you. You have my sincere appreciation for your hard work and dedication. Today is the beginning of a very exciting chapter for Oaktree.

Project Atlas

Employee Video Transcript | march 2019

 

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’s 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 can also be obtained, 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 linda.northwood@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”), which reflect the current views of 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

Project Atlas

Employee Video Transcript | march 2019

 

could cause actual results to differ, possibly materially, from those indicated in these statements. Forward-looking statements are based on 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 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; 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 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 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.

Exhibit 99.5

 

ALL EMPLOYEE FAQ | MARCH 2019

ALL EMPLOYEE FAQ

 

1.

Why are you selling a majority interest of Oaktree to Brookfield? Why now?

 

•

This is a partnership between two premier global alternative asset managers that are leaders in our respective fields.

 

•

Brookfield’s investment strategies are complementary to ours with no material overlap.

 

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Over time, both firms can offer our investors/LPs a more comprehensive suite of investment strategies.

 

•

Brookfield’s investment principles are strongly aligned with our approach to investing – being a specialist, taking a long-term perspective, and being value-driven with a focus on downside protection.

 

2.

How independent will we be? Will this impact where we locate our people in the future and how we hire?

 

•

It will be business as usual for Oaktree. Oaktree will continue to operate as it does now, run by our current senior leadership with the current investment teams.

 

3.

How will this transaction impact me and my day to day job? Will my role change?

 

•

We do not anticipate any staff changes as part of this transaction. While we will essentially become private, with Brookfield as our largest unitholder, the company will continue to be governed as it has been in the past. We will continue to manage our investment strategies as we are doing today.

 

4.

Who will I report to when the transaction closes?

 

•

The current senior leadership and management of the firm will remain in place post-closing. Though we will no longer be a publicly traded company, and with Brookfield as our largest unitholder, the company will continue to be governed as it has been in the past.

 

•

Howard, Bruce, Jay and the rest of our senior leadership team remain as committed as ever.

 

•

Howard will join Brookfield’s board of directors, in addition to his role as Co-Chairman of Oaktree.

 

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Bruce will continue as CIO and Co-Chairman of Oaktree, managing investments as he has for the past 20 years.

 

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Jay will continue as CEO of Oaktree.

 

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Current manager reporting lines will stay the same.

 

5.

Will this transaction require us to cut costs?

 

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Because the two businesses will continue to operate independently, costs savings were not a driver for this transaction. As we have done in the past in managing our business, we will always try to responsibly manage our operating costs and make sure Oaktree’s money is spent wisely and when really needed. We do not expect any fundamental changes in our way of operating.

 

6.

Will any Oaktree employees be transferred to Brookfield headquarters?

 

•

No.

 

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ALL EMPLOYEE FAQ | MARCH 2019

 

7.

Will you be making any retention payments?

 

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No. We will continue operating in the same manner we are today, so there is no need for any retention payments.

 

8.

Will my benefits change?

 

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There will be no changes to current benefit plans as a result of the transaction.

 

9.

Who will decide my compensation/will our funding change?

 

•

There will be no changes to how your compensation is decided or how funding is handled as a result of the transaction. Oaktree will continue to administer our compensation programs.

 

•

Your annual compensation in the future will be addressed as it is today, based on firm, team and individual performance.

 

10.

When does this take effect?

 

•

We are currently targeting to close before the end of the year.

 

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The transaction is subject to customary closing conditions and regulatory and other approvals.

 

11.

What is Brookfield’s culture like? Is it compatible with Oaktree’s?

 

•

Oaktree and Brookfield have complementary investment philosophies and styles.

 

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We are both long-term, value investors with a shared culture that emphasizes both investing excellence and integrity, and our businesses mesh without overlapping or conflicting.

 

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We look forward to having Brookfield’s contribution to our ability to serve our clients, and to doing the same for them.

 

12.

Will there be any integration on the investment professional’s side? How will Oaktree’s investment professionals operate alongside Brookfield in areas like Real Estate, PE and Infra?

 

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Oaktree will continue to operate as a free-standing company.

 

•

Oaktree and Brookfield have highly complementary product lineups with very limited overlap.

 

•

In fact, one of the main reasons we have decided to partner with Brookfield is the absence of significant conflicts between Brookfield’s business and ours and the highly complementary nature of Brookfield’s pro-cyclical business to Oaktree’s counter-cyclical business.

 

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Even where it may seem there may be some overlap, for example in Infrastructure or Real Estate funds, each company operates in very different manners, resulting in minimal true overlap with respect to regional focuses, transaction sizes, or markets, for example.

 

•

Oaktree and Brookfield will continue to independently operate their respective businesses, partnering to leverage their strengths – with each remaining under its current brand and led by its existing management and investment teams.

 

•

In fact, just as is the case today, we may compete with Brookfield in limited circumstances in the future and this will not be viewed as inappropriate or harmful to either Brookfield or Oaktree.

 

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ALL EMPLOYEE FAQ | MARCH 2019

 

13.

Are there expected synergies from the partnership and how will that impact Oaktree’s existing resources?

 

•

Brookfield and Oaktree will work collectively to identify and capitalize on growth and other opportunities which, hopefully, will evolve over time and may include initiatives involving product development for multi-strategy solutions, jointly pursuing large strategic partnerships with major institutional investors and leveraging Brookfield’s sizeable global operating personnel.

 

14.

What does the client base at Brookfield look like? Do we serve the same clients?

 

•

Given that we are both large global asset managers with a broad client base, we anticipate some overlap in clients. We don’t see this as a negative to our successfully growing our business. Each firm has its strengths in its respective geographies.

 

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ALL EMPLOYEE FAQ | MARCH 2019

 

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed merger, Brookfield Asset Management Inc. (“Brookfield”) will file with the SEC a registration statement on Form F-4 that will include the consent solicitation statement of Oaktree Capital Group, LLC (“Oaktree”) and a prospectus of Brookfield. INVESTORS ARE URGED TO READ THE CONSENT SOLICITATION STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE 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 ). Copies of the consent solicitation statement/prospectus can also be obtained, 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 email to investorrelations@oaktreecapital.com or to Brookfield Investor Relations by calling (416) 3598647 or by sending an e-mail to linda.northwood@brookfield.com . Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Oaktree unitholders in connection with the proposed transaction will be set forth in the consent solicitation statement/prospectus when it is filed with the SEC.

 

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