Brookfield Asset Management Inc. (“Brookfield”) (NYSE: BAM, TSX:
BAM.A, Euronext: BAMA) and Oaktree Capital Group, LLC (NYSE: OAK)
(“Oaktree”) today announced the immediate commencement of the
election period and the commencement of the mailing of forms of
election to registered holders of Oaktree Class A common units
(“Class A units”) and holders of limited partnership units in
Oaktree Capital Group Holdings L.P. whose units will be exchanged
for equity interests in Oslo Holdings LLC (“SellerCo units”). Per
the terms of the previously announced merger agreement, holders of
Class A units and SellerCo units will be able to exercise their
right to make an election for cash consideration or share
consideration (subject to proration) during the election period.
The election period will be at least twenty calendar days and will
end at 5:00 p.m., New York City time, on the date that is three
business days prior to the closing date (the “Election Deadline”).
At least five business days prior to the Election Deadline,
Brookfield and Oaktree will issue another joint press release
announcing the exact date of the Election Deadline. Detailed
instructions regarding the procedure for making a timely election
are set forth in the form of election.
Brookfield and Oaktree continue to expect that
the transactions contemplated by the merger agreement will close
during the third quarter of 2019, subject to receipt of all
required governmental approvals and other conditions necessary to
complete the mergers.
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, 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 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 |
IMPORTANT ADDITIONAL INFORMATION AND
WHERE TO FIND IT
In connection with the proposed mergers,
Brookfield filed with the SEC a Registration Statement on Form F-4
(No. 333-231335) that includes a consent solicitation statement of
Oaktree and a prospectus of Brookfield, as well as other relevant
documents regarding the proposed transactions. The Registration
Statement, as amended, was declared effective by the SEC on June
20, 2019. Oaktree commenced mailing the definitive consent
solicitation statement/prospectus to Oaktree common unitholders on
or about June 24, 2019. 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 MERGERS 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
enquiries@brookfield.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.
Oaktree Capital (NYSE:OAK)
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