UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DI VI SION OF
CORPORATI ON FI NANCE
May 21, 2019
Justin B. Beber
Managing Partner, Chief Legal Officer
Brookfield Asset Management Inc.
181 Bay Street, Suite 300, P.O. Box 762
Toronto, Ontario
Canada M5J 2T3
Todd E. Molz
General Counsel and Chief Administrative Officer
Oaktree Capital Group, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Re: Oaktree Capital Group, LLC
Schedule 13E-3 filed by Oaktree Capital Group, LLC, et al.
Filed on May 9, 2019
File No. 005-86807
Dear Messrs. Beber and Molz,
We have reviewed the above-captioned filing, and have the following
comments. Some
of our comments may ask for additional information so that we may better
understand the
disclosure.
Please respond to this letter by amending the filing and/or by
providing the requested
information. After reviewing any amendment to this filing and any
information provided in
response to these comments, we may have additional comments.
If you do not believe our comments apply to your facts and
circumstances, and/or do not
believe an amendment is appropriate, please tell us why in a written
response.
Schedule 13E-3
1. Rule 13e-3(e)(1)(ii), by its terms, imposes an obligation to place the
required Special Factors
disclosure "in the front of the disclosure document." The required
disclosure for the instant
transaction begins at page 32 of the associated Form F-4. Please revise or
advise.
2. The "consent deadline," as defined in the Notice of Solicitation of Written
Consent, has yet to be
established. Please confirm, if true, that the disclosure required by Rule
13e-3(e) and located in
the associated prospectus will be distributed to security holders at least
20 business days before
the consents are used to effectuate the transaction. See Instruction 3 to
Note D of Schedule 14A.
Justin B. Beber
Todd E. Molz
May 21, 2019
Page 2
Item 1. Summary Term Sheet
3. Disclosures from the Questions and Answers section of the prospectus within
the associated
Form F-4 have been incorporated by reference. These disclosures first appear
at page 22.
Please advise us, with a view toward revised disclosure, why this placement
is not inconsistent
with the requirement to have the summary disclosure appear in the forepart
of the disclosure
document. Please see Instruction 2 to Item 1001 of Regulation M-A. To the
extent this
information has been voluntarily incorporated by reference, please revise to
remove the
implication that the filing persons may fulfill their codified obligation by
placing required
disclosure in a location that begins on a page other than the first or
second page.
Item 7. Purposes, Alternatives, Reasons and Effects
4. Advise us, with a view towards revised disclosure, how Oaktree Capital
Group, LLC, fulfilled its
obligation to comply with Item 1013(a) of Regulation M-A given the
definitions of Oaktree GP
and OCGH filing parties. The disclosure incorporated by reference does not
appear to have
included an express statement regarding transaction purpose.
Item 8. Fairness of the Transaction
5. Please advise us how Oaktree, as distinguished from its Board, fulfilled its
disclosure obligation
under Item 1014(b) of Regulation M-A.
6. While the Special Committee considered historical and recent trading ranges
of the Oaktree class
A units, its consideration of this factor is not tantamount to Oaktree
having considered the same
factors. Unless Oaktree considered these factors independently from the
Special Committee,
please revise to have Oaktree expressly adopt the analyses of the Special
Committee that
considered these factors. Please also revise to indicate, if true, that
specific going concern, net
book, and liquidation values were not calculated or considered by Oaktree
when making its
fairness determination. Refer to Instruction 2(iv) of Item 1014 of
Regulation M-A and Questions
and Answers 20-21 in Exchange Act Release 17719 (April 13, 1981). Refer to
General
Instruction E of Schedule 13E-3. Alternatively, please similarly direct us
to the disclosure that
indicates Oaktree adopted the analyses of another person with respect to
these factors.
7. We note the Oaktree Board unanimously approved the transaction.
Notwithstanding that
disclosure, please advise us, with a view towards revised disclosure, how
compliance with Item
1014(c), (d) and (e) of Regulation M-A has been effectuated by Oaktree.
Please note that an
affirmative response to this disclosure requirement must be provided, even
if the response is in
the negative. Refer to General Instruction E of Schedule 13E-3. The
disclosure provided by the
Brookfield merger parties cannot satisfy Oaktree's independent disclosure
obligation.
8. We note that none of the OCGH filing parties has performed, or engaged a
financial advisor to
perform, any valuation or other analyses for the purposes of assessing the
fairness of the mergers
to the Oaktree unaffiliated unitholders. Notwithstanding this disclosure,
please advise us how
compliance with Item 1014(c), (d) and (e) of Regulation M-A has been
effectuated by OCGH
filing parties. Please note that an affirmative response to these
requirements must be provided,
even if the response is in the negative. See General Instruction E of
Schedule 13E-3. The
disclosure provided by the Brookfield merger parties cannot satisfy
Oaktree's obligation.
Justin B. Beber
Todd E. Molz
May 21, 2019
Page 3
Item 10. Source and Amounts of Funds or Other Consideration
9. The information incorporated by reference with respect to "Fees and
Expenses" at page 107 of
the associated prospectus provides a general indication of the expenses to
be incurred in
connection with the impending transaction. Item 1007(c) of Regulation M-A,
however, requires
disclosure of a "reasonably itemized statement of all expenses incurred..."
and then separately
sets forth a list of expense types. At present, the fee tables provided
aggregate "financial, legal,
accounting and tax advisory fees and expenses" while also giving no express
indication of what
constitutes a "Miscellaneous" expense. Please revise to disaggregate the
expenses listed in the
first entry of each respective table and provide a description of the types
of expenses considered
"Miscellaneous," or advise.
Item 13. Financial Statements
10. Because financial information has been incorporated by reference into Item
13 of Schedule 13E-
3, an express reference must be made to a document that contains the
required information and
the document from which the information has been so incorporated must be
filed as an exhibit
under Item 16. Refer to General Instruction F of Schedule 13E-3. The
reference to "a copy" in
that instruction relates to the submission of a "paper copy" and does not
obviate the need to add
the source of the information so incorporated as an exhibit.
11. Please advise us why the presentation titled "Selected Historical
Consolidated Financial
Information of Oaktree" conforms to the disclosure standards other than
those applicable under
Item 1010(c) of Regulation M-A. For example, no distinction has been drawn
between current
or non-current assets or liabilities as required under Item 1010(c)(1) of
Regulation M-A. To the
extent the financial information required by Item 1010(a) and (b) of
Regulation M-A continues
to be incorporated by reference into the Schedule 13E-3, these required
disclosures must be
summarized in accordance with Item 1010(c) in the prospectus. See
Instruction 1 to Item 13 of
Schedule 13E-3. Please revise to comply with Item 1010(c) of Regulation
M-A, or confirm for
us that any and all required disclosures required by Item 1010(a) and (b)
will be printed as
disclosure content and delivered to security holders via the associated
prospectus.
We remind you that the filing persons are responsible for the
accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
You may contact me at (202) 551-3266 with any questions.
Sincerely,
/s/ Nicholas
P. Panos
Nicholas P.
Panos
Senior Special
Counsel
Office of
Mergers & Acquisitions
Justin B. Beber
Todd E. Molz
May 21, 2019
Page 4
cc: Michael J. Aiello, Esq.
Matthew J. Gilroy, Esq.
Eoghan P. Keenan, Esq.
Elizabeth A. Cooper, Esq.
Benjamin P. Schaye, Esq.
Thomas A. Wuchenich, Esq.