transaction whereby
Bruce Flatt, CEO of
results have surpassed our expectations. Our partnership has created meaningful value for our firms. It has fueled the rapid expansion of our private credit platform, supported the growth of our Wealth Solutions business, and helped
drive 75% growth in Oaktree’s assets under management. Taking this next step will allow us to broaden our credit franchise, enhance collaboration across our businesses and strengthen our ability to continue delivering long-term value
for our investors.”
Howard Marks, Co-Chairman of Oaktree, stated, “Our partnership with
thinking, and integrity. Together, we’ve proven our ability to work seamlessly and deliver the best of both firms to our clients. Becoming part of
natural evolution that will allow Oaktree to continue thriving as part of one of the world’s leading investment organizations. With this closer alignment, Oaktree will remain central to Brookfield’s credit strategy, and we see
significant opportunities to grow the franchise and expand what we can offer our clients together.”
Under the proposed terms of the transaction,
remaining common equity interests in the Oaktree business for total consideration of approximately
consideration in the form of cash, shares of BAM, or, subject to certain limitations, shares of BN. The BAM and BN shares issued as consideration will be subject to two-year and five-year lock-ups, respectively, providing Oaktree’s
holders with the opportunity to participate in the future growth and benefits of the combined business, while further enhancing long-term alignment. Each of BAM and BN intends to acquire a number of its own shares corresponding to the
amount issued under the transaction. Such purchases will be conducted either in the ordinary course on the open market or, in the case of BAM and subject to regulatory approvals, from BN, which has agreed to make such shares available,
ensuring that the transaction has little to no dilutive impact to existing BAM and BN shareholders.
Mr. Marks and Bruce Karsh, Co-Chairman and Chief Investment Officer of Oaktree, will continue their involvement at senior levels of the business. Mr. Marks will remain on the BN Board, and it is intended that Mr. Karsh will join the BAM
Board upon or prior to closing. Robert O’Leary and Armen Panossian, Co-CEOs of Oaktree, will also become Co-CEOs of Brookfield’s credit business.
Including 100% of Oaktree, BAM generated approximately
of the most comprehensive suites of alternative investment products for investors globally. The transaction is also expected to bolster BN’s distributable earnings by providing increased participation in the net carried interest earned
from Oaktree funds and its balance sheet investments.
The proposed transaction is expected to close in the first quarter of 2026, subject to regulatory approvals and customary closing conditions, and is expected to be accretive to both BAM and BN.
This transaction establishes the
the country. Upon completion, more than 50% of BAM’s employees will be based in the
Transaction Details
Of the
BAM will acquire, among other things, an incremental 26% interest in Oaktree’s: fee-related earnings; carried interest from certain funds (net of BN’s 33% royalty); and partner manager interest in 17Capital and DoubleLine.
BN will acquire, among other things, an incremental 26% interest in Oaktree’s balance sheet investments and the remaining carried interest.
This transaction will not result in any material changes to the operations or strategic plans of BAM or BN.
About
Asset Management, Wealth Solutions, and its Operating Businesses which are in renewable power, infrastructure, business and industrial services, and real estate.
BN has a track record of delivering 15%+ annualized returns to shareholders for over 30 years, supported by its unrivaled investment and operational experience. BN’s conservatively managed balance sheet, extensive operational
experience, and global sourcing networks allow it to consistently access unique opportunities. At the center of BN’s success is the Brookfield Ecosystem, which is based on the fundamental principle that each group within
service businesses that form the backbone of the global economy. BAM offers a range of alternative investment products to investors around the world—including public and private pension plans, endowments and foundations, sovereign
wealth funds, financial institutions, insurance companies and private wealth investors. BAM draws on Brookfield’s heritage as an owner and operator to invest for value and generate strong returns for its clients, across economic cycles.
For more information, please visit our website at www.brookfield.com.
About Oaktree
Oaktree is a leader among global investment managers specializing in alternative investments, with
value-oriented, and risk-controlled approach to investments in credit, equity, and real estate. The firm has more than 1,450 employees and offices in 26 cities worldwide. For additional information, please visit Oaktree’s website
at www.oaktreecapital.com.
Brookfield Media: Oaktree Media: |
Brookfield Investor Relations: |
Non-GAAP and Performance Measures
We make reference to Fee-Related Earnings (“FRE”), which is referring to fee revenues less direct costs associated with earning those fees, which include employee compensation and professional fees as well as business related technology
costs, and other shared services costs. The most directly comparable measure disclosed in the primary financial statements of BAM for FRE is net income. This measure provides insight into earnings received by BAM that are available for
distribution to common shareholders or to be reinvested into the business. We use FRE to assess our operating results and the value of BAM’s business and believe that many shareholders and analysts also find this measure of value to
them.
We make reference to Distributable Earnings (“DE”). We define DE as the sum of distributable earnings from our asset management business, distributable operating earnings from our wealth solutions business, distributions received from
our ownership of investments, realized carried interest and disposition gains from principal investments, net of earnings from our Corporate Activities, preferred share dividends and equity-based compensation costs. The most directly
comparable measure disclosed in the primary financial statements of BN for DE is net income. This measure provides insight into earnings received by BN that are available for distribution to common shareholders or to be reinvested into
the business. We use DE to assess our operating results and the value of BN’s business and believe that many shareholders and analysts also find this measure of value to them.
FRE and DE are financial measures calculated and presented using methodologies other than in accordance with
measures of BAM and BN’s performance, respectively, and should not be considered in isolation from, or as a substitute for, similar financial measures calculated in accordance with
presented by other issuers and entities.
We provide additional information on key terms and non-GAAP and non-IFRS measures in our filings available at bam.brookfield.com and bn.brookfield.com.
Notice to Readers
This news release contains “forward-looking statements” within the meaning of the
meaning of other relevant securities legislation, including applicable securities laws in
operations and financial performance (collectively, “forward-looking statements”). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future results, events or conditions, and
include, but are not limited to, statements which reflect management’s current estimates, beliefs and assumptions and which are in turn based on our experience and perception of historical trends, current conditions and expected
future developments, as well as other factors management believes are appropriate in the circumstances. The estimates, beliefs and assumptions of
inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Forward-looking statements are typically identified by words
such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may” and “should” and similar expressions. In particular, the forward-looking statements contained in
this news release include statements referring to the acquisition of the remaining Oaktree equity interests and future increases in distributable earnings and carried interest realization.
Although
uncertainties, which are described from time to time in our documents filed with the securities regulators in
Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking
statements, which are based only on information available to us as of the date of this news release. Except as required by law,
publicly update or revise any forward-looking statements, whether written or oral, that may be as a result of new information, future events or otherwise.
Any BN shares or BAM shares issued in the transaction are expected to be issued in a transaction exempt from the registration requirements of the
amended. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities issuable pursuant to transaction in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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