Brookfield to acquire remaining interest in Oaktree for $3B

Brookfield and Oaktree have agreed on a proposed transaction whereby Brookfield will acquire the approximately 26% interest in Oaktree that it does not already own. Upon completion of the proposed transaction, Brookfield will own 100% of Oaktree, further strengthening Brookfield’s market-leading and broad-based credit platform. Under the proposed terms of the transaction, Brookfield Asset Management (BAM) and Brookfield Corporation will acquire all of the remaining common equity interests in the Oaktree business for total consideration of approximately $3B. Subject to the terms of the transaction, Oaktree common equity holders will have the option to elect 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. 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 $2.8B of fee-related earnings over the last twelve months, further establishing its position as one of the world’s leading alternative asset managers, with one 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. Of the $3B purchase price, BAM and BN will fund approximately $1.6B and $1.4B, respectively, reflecting their proportional ownership of Oaktree. BAM will acquire, among other things, an incremental 26% interest in Oaktree’s: fee-related earnings; carried interest from certain funds; 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.