Oaktree Capital Group, LLC (NYSE:OAK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On May10, 2018, Oaktree Capital Group, LLC (“Oaktree”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the underwriters (collectively, the “Underwriters”) to issue and sell (the “Offering”) 7,200,000 of Oaktree’s 6.625% Series A Preferred units, with a liquidation preference of $25.00 per unit (the “Series A Preferred units”), and, at the option of the Underwriters, up to an additional 1,080,000 Series A Preferred units solely to cover over-allotments, if any. The Offering is expected to close on May17, 2018. The Underwriting Agreement contains certain customary representations, warranties and agreements by Oaktree, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The Offering is being made to a shelf registration statement on Form S-3 (Registration No.333-211371) filed with the Securities and Exchange Commission on May13, 2016 (the “Registration Statement”) and a prospectus supplement, dated May10, 2018 and filed with the Securities and Exchange Commission on May10, 2018. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
On May10, 2018, Oaktree issued a press release announcing the pricing of $180million of its 6.625% Series A Preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. In addition, Oaktree has granted the Underwriters an option to purchase up to an additional 1,080,000 Series A Preferred units solely to cover over-allotments. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Oaktree intends to use the net proceeds from the sale of the Series A Preferred units for general corporate purposes, including to fund investments.
Distributions on the Series A Preferred units, when and if declared by Oaktree, will be paid quarterly and are non-cumulative.
Oaktree intends to apply to list the Series A Preferred units on the New York Stock Exchange under the ticker symbol “OAK PR A”.
Morgan Stanley& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are attached to this Current Report on Form8-K:
|
ExhibitNo. |
Description |
| 1.1 | Underwriting Agreement, dated as of May10, 2018, by and among Oaktree Capital Group, LLC, Morgan Stanley& Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC. |
| 12.1 | Computation of Ratios. |
| 99.1 | Press release of Oaktree Capital Group, LLC, dated May 10, 2018. |
Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section21E of the Exchange Act, which reflect the current views of the Company with respect to the terms and conditions of, and completion of, the offering of the ClassA units described above. The Company cannot assure that the offering will be consummated. These statements identify prospective information and may include words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “should,” “may,” “will,” or the negative of these words, variations of these words and comparable terminology. These forward-looking statements are based on information available to the Company as of the date of this Current Report and are based on management’s current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. These forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
Forward-looking statements speak only as of the date of this Current Report. Except as required by law, the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.
Oaktree Capital Group, LLC ExhibitEX-1.1 2 d588478dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION COPY 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).