OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, the Board of Directors of Och-Ziff Capital Management Group LLC (the “Company”) approved a 1-for-10 reverse share split (the “Reverse Share Split”) of the Class A Shares of the Company (the “Class A Shares”). The Reverse Share Split became effective at the close of trading on January 3, 2019.
In connection with the Reverse Share Split, the Company amended the Second Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”) to make corresponding reductions in the number of Class A Shares and Class B Shares of the Company (the “Class B Shares”) that the Company is authorized to issue. Under the amended LLC Agreement, the Company is authorized to issue up to 100 million Class A Shares, 75 million Class B Shares, and 250 million Preferred Shares of the Company.
As a result of the Reverse Share Split, every ten issued and outstanding Class A Shares have been combined into one Class A Share. Based on the number of Class A Shares outstanding on January 2, 2019, the Reverse Share Split reduced the number of Class A Shares from approximately 199,051,263 pre-reverse split Class A Shares to approximately 19,905,126 post-reverse split Class A Shares. Corresponding adjustments were also made to the Class B Shares.
No fractional shares were issued in connection with the Reverse Share Split. If a shareholder of the Company would otherwise have received fractional shares as a result of the Reverse Share Split, each fractional share was rounded to the nearest whole share (and a 0.5 share was rounded to the next higher share) in accordance with the LLC Agreement.
As a result of the Reverse Share Split, the Company made proportionate adjustments to the outstanding awards and to the number of shares issued and issuable under the Company’s 2007 Equity Incentive Plan and 2013 Incentive Plan. In addition, to certain amendments to the limited partnership agreements of OZ Management LP, OZ Advisors LP and OZ Advisors II LP (each, an “Operating Partnership” and, collectively, the “Operating Partnerships”), corresponding adjustments were made to the Class A common units, Class B common units, Class D common units and Class P common units and a class of units designated as “Profit Sharing Interests” in the Operating Partnerships.
The Reverse Share Split and the related adjustments described above did not affect any shareholder’s ownership percentage of the Company’s shares or the relative interests in the Operating Partnerships of the Company’s executive managing directors and Och-Ziff Holding Corporation and Och-Ziff Holding LLC, the general partners of the Operating Partnerships, except to the extent of the rounding of fractional interests described above.
The Company’s Class A Shares will continue to trade on the New York Stock Exchange under the symbol “OZM” but, at the market open on January 4, 2019, the Class A Shares will trade on a split-adjusted basis under the following new CUSIP number: 67551U 204.
The information set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment to the LLC Agreement, which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Och-Ziff Capital Management Group LLC Exhibit
EX-3.1 2 reservestocksplit8-kexhibi.htm EXHIBIT 3.1 Exhibit Exhibit 3.1FIRST AMENDMENTTOSECOND AMENDED AND RESTATEDLIMITED LIABILITY COMPANY AGREEMENT OF OCH-ZIFF CAPITAL MANAGEMENT GROUP LLCJanuary 3,…
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About OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC (NYSE:OZM)
Och-Ziff Capital Management Group LLC (Och-Ziff) is an institutional alternative asset manager. The Company provides asset management services through its funds, which pursue a range of global investment opportunities. The Company operates through two segments: the Och-Ziff Funds and Other Operations. The Och-Ziff Funds segment provides asset management services to its multi-strategy funds, credit funds and other alternative investment vehicles. Its Other Operations segment includes real estate business, which provides asset management services to its real estate funds. It offers customized solutions within and across its product platforms to help its fund investors meet their investment objectives. Its global multi-strategy fund, The OZ Master Fund, allocates capital between its investment strategies in North America, Europe and Asia based on market conditions. It manages assets under management in its Institutional Credit Strategies products, real estate and other funds.