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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM | 10-K/A |
Amendment No. 1
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to .
Commission File Number 001-35500
Oaktree Capital Group, LLC | ||||||||
(Exact name of registrant as specified in its charter) |
Delaware | 26-0174894 | ||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Telephone: (213) 830-6300
(Address, zip code, and telephone number, including
area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
6.625% Series A preferred units | OAK-PA | New York Stock Exchange | ||||||
6.550% Series B preferred units | OAK-PB | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ | |||||||||||
Non-accelerated Filer | ☒ | Smaller Reporting Company | ☐ | |||||||||||
Emerging Growth Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of March 20, 2023, there were 103,080,160 Class A units and 57,035,761 Class B units of the registrant outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
Auditor Name | Auditor Location | PCAOB ID | ||||||
Ernst & Young LLP | Los Angeles, California | 42 |
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Oaktree Capital Group, LLC (the “Company”) for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 21, 2023 (the “Original Filing”). This Amendment is being filed for the sole purposes of (i) replacing Exhibit 10.1 to the Original Filing to correct an administrative error that resulted in parts of the exhibit being inadvertently omitted from the Original Filing, (ii) replacing Exhibit 3.2 with an identical version in HTML format and (iii) amending “Item 15. Exhibits, Financial Statement Schedules” under Part IV of the Original Filing to insert the new certifications referenced in the paragraph immediately below as Exhibit 31.3 and Exhibit 31.4 and identify the exhibits that are being filed with this Amendment. Except as noted above, this Amendment does not update or modify any disclosures in or reflect any events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and it does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
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Item 15. Exhibits, Financial Statement Schedules
(a) The following documents are filed as part of this report:
(1)Financial statements: Please see Item 8 of the Original Filing.
(2)Financial statement schedules: Schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable and therefore have been omitted.
(3)Exhibits: For a list of exhibits filed with this report, refer to the Exhibits Index on the page immediately preceding the exhibits, which Exhibit Index is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 13, 2023
Oaktree Capital Group, LLC | ||||||||
By: | /s/ Daniel D. Levin | |||||||
Name: | Daniel D. Levin | |||||||
Title: | Chief Financial Officer and Authorized Signatory |
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EXHIBITS INDEX
Exhibit No. | Description of Exhibit | ||||
3.2† | |||||
6
10.1† | |||||
7
8
9
31.3† | |||||
31.4† | |||||
32.1# | |||||
32.2# | |||||
101.INS# | XBRL Instance Document. | ||||
101.SCH# | XBRL Taxonomy Extension Schema Document. | ||||
101.CAL# | XBRL Taxonomy Extension Calculation Linkbase Document. | ||||
101.LAB# | XBRL Taxonomy Extension Label Linkbase Document. | ||||
101.PRE# | XBRL Taxonomy Extension Presentation Linkbase Document. | ||||
101.DEF# | XBRL Taxonomy Extension Definition Linkbase Document. |
* Management contract or compensatory plan or arrangement.
# Previously filed or furnished with the Original Filing.
† Filed herewith.
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