Oaktree Capital Group, LLC (NYSE:OAK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
The information set forth below under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
| Item 1.01 | Material Modification to Rights of Security Holders. |
On May17, 2018, Oaktree Capital Group, LLC (“Oaktree”) issued 7,200,000 units of its 6.625% Series A Preferred Units (the “Series A Preferred Units”) to a previously announced underwritten public offering. In connection with the issuance of the Series A Preferred Units, Oaktree amended and restated its Third Amended and Restated Operating Agreement on May17, 2018 (as amended and restated, the “Fourth Amended and Restated Operating Agreement”) and approved a Unit Designation with respect to the Series A Preferred Units (the “Unit Designation”) to create and fix the rights, preferences and powers of the Series A Preferred Units. Also, in connection with the issuance of the Series A Preferred Units, on May17, 2018, the limited partnership agreement of Oaktree Capital I, L.P. was amended and restated and a unit designation with respect to preferred interests with economic terms designed to materially mirror those of the Series A Preferred Units was approved.
When, as and if declared by the board of directors of Oaktree, distributions on the Series A Preferred Units will be payable quarterly on March15, June15, September15 and December15 of each year, beginning on September15, 2018, at a rate per annum equal to 6.625%. Distributions on the Series A Preferred Units are non-cumulative.
Subject to certain exceptions, unless distributions have been declared and paid or declared and set apart for payment on the Series A Preferred Units for a quarterly distribution period, during the remainder of that distribution period, Oaktree may not declare or pay or set apart payment for distributions on any Junior Units (as defined in the Unit Designation) and Oaktree may not repurchase any Junior Units. These restrictions are not applicable during the initial distribution period, which is the period from May17, 2018, the original issue date, to, but excluding, September15, 2018.
The Series A Preferred Units may be redeemed at Oaktree’s option, in whole or in part, at any time on or after June15, 2023 at a price of $25.00 per Series A Preferred Unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of Series A Preferred Units will have no right to require the redemption of the Series A Preferred Units.
If a Change of Control Event (as defined in the Unit Designation) occurs prior to June15, 2023, the Series A Preferred Units may be redeemed at Oaktree’s option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such Change of Control Event at a price of $25.25 per Series A Preferred Unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. If (i)a Change of Control Event occurs (whether before, on or after June15, 2023) and (ii)Oaktree does not give notice prior to the 31st day following the Change of Control Event to redeem all the outstanding Series A Preferred Units, the distribution rate per annum on the Series A Preferred Units will increase by 5.00%, beginning on the 31st day following such Change of Control Event.
If a Series A Tax Event or a Rating Agency Event (each as defined in the Unit Designation) occurs prior to June15, 2023, the Series A Preferred Units may be redeemed at Oaktree’s option, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such Series A Tax Event or a Rating Agency Event, as applicable, at a price of $25.50 per Series A Preferred Unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions.
The description of the terms of the Series A Preferred Units in this Item 1.01 is qualified in its entirety by reference to the Fourth Amended and Restated Operating Agreement, the Unit Designation and the form of 6.625% Series A Preferred Units Certificate, which are included as Exhibits 3.1, 3.2 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The description of the terms of the amendments to the limited partnership agreement and the unit designation of Oaktree Capital I, L.P. in this Item 1.01 is qualified in its entirety by reference to Oaktree Capital I, L.P.’s amended and restated limited partnership agreement and unit designation, each of which will be filed as an exhibit to Oaktree’s Form 10-Q report for the fiscal quarter ending June30, 2017.
| Item 1.01 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.
Oaktree is filing the opinion of its counsel, Simpson Thacher& Bartlett LLP, relating to the validity of the Series A Preferred Units, as Exhibit 5.1 hereto.
Oaktree is filing the opinion of its counsel, Simpson Thacher& Bartlett LLP, with respect to tax matters concerning the Series A Preferred Units, as Exhibit 8.1 hereto.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Oaktree Capital Group, LLC ExhibitEX-3.1 2 d585342dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 EXECUTION VERSION FOURTH AMENDED AND RESTATED OPERATING AGREEMENT OF OAKTREE CAPITAL GROUP,…To view the full exhibit click here
About Oaktree Capital Group, LLC (NYSE:OAK)
Oaktree Capital Group, LLC (Oaktree) is a global investment manager specializing in alternative investments. The Company manages investments in a range of strategies within approximately six asset classes, which include corporate debt, convertible securities, distressed debt, control investing, real estate and listed equities. Its business consists of its investment management segment, which consists of the investment management services that it provides to its clients. Oaktree Capital Group Holdings GP, LLC acts as the Company’s manager and is the general partner of Oaktree Capital Group Holdings, L.P. (OCGH), which owns approximately 100% of the Company’s outstanding Class B units. OCGH is owned by the OCGH unitholders. The Company’s operations are conducted through a group of operating entities collectively referred to as the Oaktree Operating Group. The Funds managed by Oaktree include commingled funds, separate accounts and collateralized loan obligation vehicles (CLOs).
