UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Globe Restructuring Agreement
On November 30, 2022, Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), entered into the Globe Restructuring Agreement, by and among OCG, Brookfield US Holdings Inc., a corporation incorporated under the laws of the Province of Ontario (“BUSHI”), and certain other affiliates of OCG or BUSHI (the “Globe Restructuring Agreement”). Pursuant to the Globe Restructuring Agreement, on November 30, 2022, the parties thereto consummated certain transactions in connection with an internal reorganization (the “Restructuring”), whereby, among other things, the operating agreement of OCM Holdings I, LLC, a Delaware limited liability company, was amended and restated to allocate carried interest from new funds affiliated with OCG from Oaktree Capital I, L.P., a Delaware limited partnership, 33% to Oaktree Holdings, LLC, a Delaware limited liability company and a subsidiary of OCG, and 66% to Oaktree Holdings, Ltd., a Cayman Islands exempted company (“Oaktree Holdings, Ltd.”), and OCG distributed all of its interest in the economic shares of Oaktree Holdings, Ltd. to BUSHI, the sole holder of OCG’s Class A units. Concurrently, OCG transferred to Atlas OCM Holdings, LLC, a Delaware limited liability company and a non-subsidiary affiliate of OCG, the voting shares of Oaktree Holdings, Ltd. held by OCG.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro forma Financial Information.
The following unaudited pro forma condensed consolidated financial information after giving effect to the Restructuring is filed as Exhibit 99.1:
| • | Unaudited pro forma condensed consolidated statement of financial condition of Oaktree Capital Group, LLC as of September 30, 2022. |
| • | Unaudited pro forma condensed consolidated statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Unaudited pro forma condensed consolidated financial information of Oaktree Capital Group, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 6, 2022 |
OAKTREE CAPITAL GROUP, LLC | |||||
| By: | /s/ Daniel D. Levin | |||||
| Name: | Daniel D. Levin | |||||
| Title: | Chief Financial Officer | |||||