Item 5.07 Submission of Matters to a Vote of Security Holders
On June 25, 2019, Oaktree Capital Group, LLC, a Delaware limited liability company (
Oaktree
), following the declaration by the U.S.
Securities and Exchange Commission on June 20, 2019 that the Registration Statement on Form
F-4
(No.
333-231335)
(the
Registration Statement
) of
Brookfield Asset Management Inc., a corporation incorporated under the laws of the Province of Ontario (
Brookfield
), became effective, received the written consent of Oaktree Capital Group Holdings, L.P., a Delaware limited
partnership (
OCGH
), with respect to 13,000 class A units of Oaktree and 84,001,461 class B units of Oaktree in favor of the proposals summarized below to approve (i) the adoption of the Agreement and Plan of Merger, dated as
of March 13, 2019, by and among Oaktree, Brookfield, Berlin Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Brookfield (
Merger Sub
), Oslo Holdings LLC, a Delaware limited liability company
and wholly-owned subsidiary of OCGH (
SellerCo
), and Oslo Holdings Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Oaktree (
Seller MergerCo
), pursuant to which, among other
things, (a) Merger Sub will merge with and into Oaktree (the
initial merger
), with Oaktree continuing as the surviving entity, and (b) immediately following the initial merger, SellerCo will merge with and into Seller
MergerCo (the
subsequent merger
and together with the initial merger, the
mergers
), with Seller MergerCo continuing as the surviving entity, and (ii) the adoption of a resolution regarding certain executive
officer compensation payments that will or may be made to Oaktrees named executive officers in connection with the mergers. The completion of the mergers remains subject to the satisfaction or waiver of customary closing conditions.
The approval of the proposals by 13,000 class A units of Oaktree and 84,001,461 class B units of Oaktree pursuant to the written consent of OCGH constitutes
approval by a majority (approximately 91.7397%) of the total aggregate voting power of Oaktree class A units and Oaktree class B units, voting together as a single class, issued and outstanding and entitled to submit written consents as of
June 17, 2019, the record date for the determination of the unitholders entitled to consent in connection with the consent solicitation. A summary of the proposals, which are described more fully in the consent solicitation statement/prospectus
that is part of the Registration Statement, is set forth below:
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Proposal 1.
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The adoption of the Agreement and Plan of Merger, dated as of March 13, 2019, by and among Oaktree,
SellerCo, Seller MergerCo, Brookfield and Merger Sub, pursuant to which, among other things, (a) Merger Sub will merge with and into Oaktree, with Oaktree continuing as the surviving entity, and (b) immediately following the initial
merger, SellerCo will merge with and into Seller MergerCo, with Seller MergerCo continuing as the surviving entity.
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Proposal 2.
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The adoption of the following resolution, on a
non-binding,
advisory basis:
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RESOLVED, that the compensation that will or may be made to Oaktrees named executive
officers in connection with the mergers, and the agreements or understandings pursuant to which such compensation will or may be made, in each case, as disclosed pursuant to Item 402(t) of Regulation
S-K
under
the heading
Special FactorsInterests of Oaktree Directors and Executive Officers in the Mergers
beginning on page 97 of the consent solicitation statement/prospectus, dated June 20, 2019, which is a part of the
Registration Statement on Form
F-4
(No.
333-231335)
of Brookfield are hereby APPROVED.
* * *
IMPORTANT ADDITIONAL INFORMATION AND
WHERE TO FIND IT
This Current Report is being made in respect of the proposed merger transactions between Oaktree and Brookfield. 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 unitholders on or about June 24, 2019. This Current Report 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.
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