0000899243-19-024722.txt : 20191002
0000899243-19-024722.hdr.sgml : 20191002
20191002165245
ACCESSION NUMBER: 0000899243-19-024722
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190930
FILED AS OF DATE: 20191002
DATE AS OF CHANGE: 20191002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WINTROB JAY S
CENTRAL INDEX KEY: 0001236614
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35500
FILM NUMBER: 191132951
MAIL ADDRESS:
STREET 1: 333 S. GRAND AVENUE, 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Oaktree Capital Group, LLC
CENTRAL INDEX KEY: 0001403528
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: (213) 830-6300
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-09-30
0
0001403528
Oaktree Capital Group, LLC
OAK
0001236614
WINTROB JAY S
C/O OAKTREE CAPITAL GROUP, LLC
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES
CA
90071
1
1
0
0
Chief Executive Officer
Class A Units
2019-09-30
4
D
0
51051
D
122936
D
Class A Units
2019-09-30
4
D
0
122936
D
0
D
OCGH Units
2019-09-30
4
D
0
7444
D
Class A Units
7444
209776
D
OCGH Units
2019-09-30
4
D
0
209776
D
Class A Units
209776
0
D
OCGH Equity Value Units
2019-09-30
4
D
0
2000000
D
Class A Units
2000000
0
D
On September 30, 2019, Brookfield Asset Management Inc. ("Brookfield") and Oaktree Capital Group, LLC ("Oaktree") completed the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, among Oaktree, Brookfield, Berlin Merger Sub, LLC, Oslo Holdings LLC and Oslo Holdings Merger Sub LLC (the "Merger Agreement"), pursuant to which Brookfield acquired approximately 61.2% of the Oaktree business (the "Merger"). Pursuant to the Merger Agreement, each vested Class A Unit of Oaktree was disposed of in exchange for either (A) $49.00 in cash or (B) 1.0770 Class A Limited Voting Shares of Brookfield, in each case, subject to the merger consideration election made by the reporting person and the proration adjustment set forth in the Merger Agreement (the "Merger Consideration").
Pursuant to the Merger Agreement, each unvested Class A Unit of Oaktree was converted into one unvested limited partnership unit of Oaktree Capital Group Holdings, L.P. ("OCGH"), subject to the same terms and conditions (including vesting) applicable to the unvested Class A Unit of Oaktree prior to the Merger.
Each OCGH Unit represents a limited partnership interest in OCGH. Prior to the Merger, subject to certain conditions and limitations, OCGH Units were exchangeable for, at the option of the Issuer's board of directors, Class A Units of Oaktree on a one-for-one basis or other consideration of equal value or any combination of the foregoing, with certain adjustments.
Pursuant to the Merger Agreement, 20% of the reporting person's vested limited partnership units of OCGH were exchanged for Merger Consideration.
In connection with the Merger, Oaktree, Brookfield and certain of their affiliates entered into a Third Amended and Restated Exchange Agreement pursuant to which certain vested limited partnership interests in OCGH, including those that are issued and outstanding on the closing date of the Merger immediately after giving effect to the Merger, will become exchangeable for one of the following forms of consideration, at the election of Brookfield: cash, Brookfield class A shares or direct or indirect interests in certain promissory notes. The reporting person continues to hold these limited partnership interests in OCGH following the Merger, but the limited partnership interests in OCGH are no longer exchangeable into Class A Units of Oaktree.
In connection with Jay S. Wintrob's appointment as Chief Executive Officer of Oaktree, Mr. Wintrob was awarded 2,000,000 equity value units ("EVUs") of OCGH, which EVUs may be settled in limited partnership units of OCGH upon satisfaction of certain performance criteria as previously reported in Form 4 filings by Mr. Wintrob. Mr. Wintrob continues to hold these EVUs following the Merger, but the limited partnership interests in OCGH to be received upon vesting, if any, are no longer exchangeable into Class A Units of Oaktree.
/s/ Richard Ting, Attorney-in-fact
2019-10-02