Oaktree Capital Group, LLC (NYSE:OAK) Files An 8-K Results of Operations and Financial Condition
Item 2.02
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Results of Operations.
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On April 27, 2017, Oaktree Capital Group, LLC (the Company or
Oaktree) issued a press release announcing its financial results
for the first quarter ended March 31, 2017. A copy of the press
release is attached as Exhibit 99.1.
Oaktree) issued a press release announcing its financial results
for the first quarter ended March 31, 2017. A copy of the press
release is attached as Exhibit 99.1.
The information in this Item 2.02 and the attached press release
is furnished but not filed for purposes of Section 18 of the U.S.
Securities Exchange Act of 1934, as amended (the Exchange Act).
is furnished but not filed for purposes of Section 18 of the U.S.
Securities Exchange Act of 1934, as amended (the Exchange Act).
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of April 26, 2017, Oaktrees board of directors has
approved the extension of the term of the employment agreement of
Jay S. Wintrob, Oaktrees Chief Executive Officer, to March 31,
2022 in recognition of Mr. Wintrobs performance to date. In
conjunction with this extension, the board of directors approved
certain adjustments to the compensation arrangements of Mr.
Wintrob by awarding him 225,000 limited partnership units vesting
pro-rata over ten years (the Granted OCGH Units) in Oaktree
Capital Group Holdings, L.P. (OCGH) in accordance with the terms
of Oaktrees 2011 Equity Incentive Plan and expanding his profit
sharing arrangement to include a share of the net incentive
income from certain funds that had their final close before Mr.
Wintrob joined Oaktree (pre-employment funds). The incremental
amounts Mr. Wintrob receives as a result of these changes will
reduce the amount Mr. Wintrob would be entitled to, if any, with
respect to his equity value units (EVUs) in OCGH. The board of
directors believes these modifications more fully align Mr.
Wintrobs interests with Oaktrees Class A unitholders and provide
him with compensation that is competitive with the range of
compensation paid to other CEOs (or executives serving in a
similar capacity) in the asset management industry. The material
terms of the new compensation arrangements are summarized below.
approved the extension of the term of the employment agreement of
Jay S. Wintrob, Oaktrees Chief Executive Officer, to March 31,
2022 in recognition of Mr. Wintrobs performance to date. In
conjunction with this extension, the board of directors approved
certain adjustments to the compensation arrangements of Mr.
Wintrob by awarding him 225,000 limited partnership units vesting
pro-rata over ten years (the Granted OCGH Units) in Oaktree
Capital Group Holdings, L.P. (OCGH) in accordance with the terms
of Oaktrees 2011 Equity Incentive Plan and expanding his profit
sharing arrangement to include a share of the net incentive
income from certain funds that had their final close before Mr.
Wintrob joined Oaktree (pre-employment funds). The incremental
amounts Mr. Wintrob receives as a result of these changes will
reduce the amount Mr. Wintrob would be entitled to, if any, with
respect to his equity value units (EVUs) in OCGH. The board of
directors believes these modifications more fully align Mr.
Wintrobs interests with Oaktrees Class A unitholders and provide
him with compensation that is competitive with the range of
compensation paid to other CEOs (or executives serving in a
similar capacity) in the asset management industry. The material
terms of the new compensation arrangements are summarized below.
Employment Agreement Amendment
On April 26, 2017, the Company, Oaktree Capital Management, L.P.
and Mr. Wintrob entered into a second amended and restated
employment agreement, which extended the term of the agreement
through March 31, 2022. Under the amended agreement, beginning in
2017, Mr. Wintrobs profit sharing payments will now be calculated
to include a portion of the net incentive income on
pre-employment funds. For 2017-2019, the payments will be
calculated taking into account 75% of the net incentive income
earned by Oaktree that is derived from such funds, and for 2020
or later, such percentage will change to 50%. In addition, the
amended agreement provides that Mr. Wintrob will now receive his
quarterly profit sharing payments in arrears, rather than in
advance, and that the value of the portion of such payments (if
any) paid in Class A units will be determined based on the
average daily closing price of the Class A units for the period
commencing 20 trading days before the date such Class A units are
issued (or such other period that Oaktree selects as applied
consistently to other employees).
and Mr. Wintrob entered into a second amended and restated
employment agreement, which extended the term of the agreement
through March 31, 2022. Under the amended agreement, beginning in
2017, Mr. Wintrobs profit sharing payments will now be calculated
to include a portion of the net incentive income on
pre-employment funds. For 2017-2019, the payments will be
calculated taking into account 75% of the net incentive income
earned by Oaktree that is derived from such funds, and for 2020
or later, such percentage will change to 50%. In addition, the
amended agreement provides that Mr. Wintrob will now receive his
quarterly profit sharing payments in arrears, rather than in
advance, and that the value of the portion of such payments (if
any) paid in Class A units will be determined based on the
average daily closing price of the Class A units for the period
commencing 20 trading days before the date such Class A units are
issued (or such other period that Oaktree selects as applied
consistently to other employees).
The employment agreement has also been modified to provide that
if, after December 31, 2019, Mr. Wintrobs employment is
terminated by the Company without cause or by Mr. Wintrob for
good reason (as such terms are defined in the agreement), Mr.
Wintrob will receive a quarterly cash payment in each of the four
fiscal quarters that follow the fiscal quarter in which he is
terminated. Each payment will be 25% of the aggregate profit
sharing payments he earned for the four full fiscal quarters that
preceded his termination.
if, after December 31, 2019, Mr. Wintrobs employment is
terminated by the Company without cause or by Mr. Wintrob for
good reason (as such terms are defined in the agreement), Mr.
Wintrob will receive a quarterly cash payment in each of the four
fiscal quarters that follow the fiscal quarter in which he is
terminated. Each payment will be 25% of the aggregate profit
sharing payments he earned for the four full fiscal quarters that
preceded his termination.
Equity Value Unit Amendment
On April 26, 2017, the Company and Mr. Wintrob entered into a
second amended and restated grant agreement under Oaktrees 2011
Equity Incentive Plan, which amended Mr. Wintrobs existing EVU
award. The amended agreement reduces the value received under the
EVUs by (i) distributions on such Granted OCGH Units, (ii) the
value of the portion of Mr. Wintrobs profit sharing payments
attributable to the net incentive income received from the
pre-employment funds, and (iii) the full value of the Granted
OCGH Units, calculated assuming the value per OCGH unit is the
average daily closing price of a Class A unit over the 20 trading
day period preceding the grant date of the Granted OCGH Units. To
the extent that the reduction relates to the value of any Granted
OCGH Units that are unvested at the time of the reduction, such
Granted OCGH Units will vest at that time.
second amended and restated grant agreement under Oaktrees 2011
Equity Incentive Plan, which amended Mr. Wintrobs existing EVU
award. The amended agreement reduces the value received under the
EVUs by (i) distributions on such Granted OCGH Units, (ii) the
value of the portion of Mr. Wintrobs profit sharing payments
attributable to the net incentive income received from the
pre-employment funds, and (iii) the full value of the Granted
OCGH Units, calculated assuming the value per OCGH unit is the
average daily closing price of a Class A unit over the 20 trading
day period preceding the grant date of the Granted OCGH Units. To
the extent that the reduction relates to the value of any Granted
OCGH Units that are unvested at the time of the reduction, such
Granted OCGH Units will vest at that time.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press release of Oaktree Capital Group, LLC, dated
April 27, 2017. |
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Forward-Looking Statements
This Current Report contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933,
as amended (the Securities Act), and Section 21E of the
Exchange Act, which reflect the current views of the Company
with respect to, among other things, its future results of
operations and financial performance. In some cases, you can
identify forward-looking statements by words such as
anticipate, approximately, believe, continue, could, estimate,
expect, intend, may, outlook, plan, potential, predict, seek,
should, will and would or the negative version of these words
or other comparable or similar words. These statements identify
prospective information. Important factors could cause actual
results to differ, possibly materially, from those indicated in
these statements. Forward-looking statements are based on the
Companys beliefs, assumptions and expectations of its future
performance, taking into account all information currently
available to the Company. Such forward-looking statements are
subject to risks and uncertainties and assumptions relating to
the Companys operations, financial results, financial
condition, business prospects, growth strategy and liquidity,
including, but not limited to, changes in the Companys
anticipated revenue and income, which are inherently volatile;
changes in the value of the Companys investments; the pace of
the Companys raising of new funds; changes in assets under
management; the timing and receipt of, and impact of taxes on,
carried interest; distributions from and liquidation of the
Companys existing funds; the amount and timing of distributions
on the Companys Class A units; changes in the Companys
operating or other expenses; the degree to which the Company
encounters competition; and general political, economic and
market conditions. The factors listed in the item captioned
Risk Factors in the Companys Annual Report on Form 10-K for the
year ended December 31, 2016, filed with the SEC on March 1,
2017, which is accessible on the SECs website at www.sec.gov,
provide examples of risks, uncertainties and events that may
cause the Companys actual results to differ materially from the
expectations described in its forward-looking statements.
the meaning of Section 27A of the U.S. Securities Act of 1933,
as amended (the Securities Act), and Section 21E of the
Exchange Act, which reflect the current views of the Company
with respect to, among other things, its future results of
operations and financial performance. In some cases, you can
identify forward-looking statements by words such as
anticipate, approximately, believe, continue, could, estimate,
expect, intend, may, outlook, plan, potential, predict, seek,
should, will and would or the negative version of these words
or other comparable or similar words. These statements identify
prospective information. Important factors could cause actual
results to differ, possibly materially, from those indicated in
these statements. Forward-looking statements are based on the
Companys beliefs, assumptions and expectations of its future
performance, taking into account all information currently
available to the Company. Such forward-looking statements are
subject to risks and uncertainties and assumptions relating to
the Companys operations, financial results, financial
condition, business prospects, growth strategy and liquidity,
including, but not limited to, changes in the Companys
anticipated revenue and income, which are inherently volatile;
changes in the value of the Companys investments; the pace of
the Companys raising of new funds; changes in assets under
management; the timing and receipt of, and impact of taxes on,
carried interest; distributions from and liquidation of the
Companys existing funds; the amount and timing of distributions
on the Companys Class A units; changes in the Companys
operating or other expenses; the degree to which the Company
encounters competition; and general political, economic and
market conditions. The factors listed in the item captioned
Risk Factors in the Companys Annual Report on Form 10-K for the
year ended December 31, 2016, filed with the SEC on March 1,
2017, which is accessible on the SECs website at www.sec.gov,
provide examples of risks, uncertainties and events that may
cause the Companys actual results to differ materially from the
expectations described in its forward-looking statements.
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.
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.
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). Oaktree Capital Group, LLC (NYSE:OAK) Recent Trading Information
Oaktree Capital Group, LLC (NYSE:OAK) closed its last trading session 00.00 at 46.55 with 293,780 shares trading hands.
