UNITHOLDERS' CAPITAL

3 Months Ended

Mar. 31, 2024

Stockholders' Equity Note [Abstract]

UNITHOLDERS' CAPITAL

UNITHOLDERS’ CAPITAL

Unitholders’ capital reflects the economic interests attributable to Class A unitholders, preferred unitholders, non-controlling interests in consolidated subsidiaries and non-controlling interests in consolidated funds. Non-controlling interests in consolidated subsidiaries represent the portion of unitholders’ capital attributable to the OCGH non-controlling interest and third parties. The OCGH non-controlling interest is determined at the Oaktree Operating Group level, after giving effect to distributions, if any, attributable to the preferred unitholders, based on the proportionate share of Oaktree Operating Group units held by the OCGH unitholders. Certain expenses, such as income taxes and related administrative expenses of Brookfield Oaktree Holdings, LLC and the holding companies through which the Company holds interests in Oaktree Capital I, are solely attributable to the Class A unitholders.

As of March 31, 2024 and December 31, 2023, OCGH units represented 50,930,598 of the total 160,129,589 Oaktree Operating Group units and 50,915,764 of the total 160,114,755 Oaktree Operating Group units, respectively.

Based on total allocable capital of $1,154,625 and $1,058,126 as of March 31, 2024 and December 31, 2023, respectively, the OCGH non-controlling interest was $382,879 and $333,195. As of March 31, 2024 and December 31, 2023, there were no non-controlling interests attributable to third parties.

Preferred Unit Issuances

On May 17, 2018, the Company issued 7,200,000 of its 6.625% Series A preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $173.7 million in net proceeds to the Company. Distributions on the Series A preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. The first distribution was paid on September 17, 2018. Distributions on the Series A preferred units are non-cumulative.

On August 9, 2018, the Company issued 9,400,000 of its 6.550% Series B preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $226.9 million in net proceeds to the Company. Distributions on the Series B preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. The first distribution was paid on December 17, 2018. Distributions on the Series B preferred units are non-cumulative.

Unless distributions have been declared and paid or declared and set apart for payment on the preferred units for a quarterly distribution period, during the remainder of that distribution period the Company may not repurchase any common units or any other units that are junior in rank, as to the payment of distributions, to the preferred units and the Company may not declare or pay or set apart payment for distributions on any common units or junior units for the remainder of that distribution period, other than certain Permitted Distributions (as defined in the unit designation related to the applicable preferred units (each, the “Preferred Unit Designation”)).

The Company may redeem, at its option, out of funds legally available, at any time, in whole or in part, the Series A preferred units or the Series B preferred units, at a price of $25.00 per preferred unit plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the preferred units have no right to require the redemption of the preferred units.

The preferred units are not convertible into Class A units or any other class or series of the Company’s interests or any other security. Holders of the preferred units do not have any of the voting rights given to holders of our Class A units, except that holders of the preferred units are entitled to certain voting rights under certain conditions.

The following table sets forth a summary of net income attributable to the preferred unitholders, the OCGH and other non-controlling interests and the Class A common unitholders:

	Three months ended March 31,
	2024		2023
Weighted average Oaktree Operating Group units outstanding (in thousands):
OCGH and other non-controlling interests	54,706		60,824
Class A unitholders	105,416		99,238
Total weighted average units outstanding	160,122		160,062
Oaktree Operating Group net income (loss):
Net income attributable to preferred unitholders (1)	$	6,829	$	6,829
Net income (loss) attributable to OCGH and other non-controlling interests	52,728		19,700
Net income (loss) attributable to BOH Class A unitholders	69,160		31,389
Oaktree Capital I net income (loss)	$	128,717	$	57,918
Net income (loss) attributable to BOH Class A unitholders:
Oaktree Capital I net income (loss) attributable to BOH Class A unitholders	$	69,160	$	31,389
Non-Operating Group income (expense)	7,626		7,540
Net income attributable to BOH Class A unitholders	$	76,786	$	38,929

(1)    Represents distributions declared, if any, on the preferred units.

The change in the Company’s ownership interest in the Oaktree Operating Group is set forth below:

	Three months ended March 31,
	2024		2023
Net income attributable to BOH Class A unitholders	$	76,786	$	38,929
Equity reallocation between controlling and non-controlling interests	(1,976)		(2,271)
Change from net income attributable to BOH Class A unitholders and transfers from non-controlling interests	$	74,810	$	36,658

Please see notes 9, 10 and 11 for additional information regarding transactions that impacted unitholders’ capital.