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.
“When we partnered with Oaktree six years ago, we joined forces with one of the world’s most respected credit investors, and the results have surpassed our expectations. Our partnership has created meaningful value for our firms,” Bruce Flatt, CEO of Brookfield, said. “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, added, “Our partnership with Brookfield has been a great success, built on shared values of disciplined investing, long-term 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 Brookfield in full is a 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, Brookfield Asset Management (BAM) and Brookfield (BN) will acquire all of the remaining common equity interests in the Oaktree business for total consideration of approximately $3 billion.
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. Marks will remain on the BN board, and it is intended that 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.
The proposed transaction is expected to close in Q1/26, subject to regulatory approvals and customary closing conditions, and is expected to be accretive to both BAM and BN.
Upon completion, more than 50% of BAM’s employees will be based in the U.S., and approximately 50% of revenue will be generated here.
Of the $3 billion purchase price, BAM and BN will fund approximately $1.6 billion and $1.4 billion, respectively, reflecting their proportional ownership of Oaktree today.
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.
