Brookfield Oaktree Holdings, LLC 10-Q for FY2025 Q2
Brookfield Oaktree Holdings, LLC (OAK-PA)
10-Q
2025-08-13
For: 2025-06-30
View Original
Added on
April 06, 2026
About this 10-Q
Brookfield Oaktree Holdings, LLC filed this 10-Q on August 13, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $121.04M
- down 22.0% from $155.11M a year earlier
- Net income
- $21.56M
- down 51.9% from net income of $44.8M a year earlier
- Diluted EPS
- $0.12
- down 63.6% from $0.33 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________
FORM 10-Q
________________
For the quarterly period ended June 30, 2025
or
For the transition period from to .
Commission File Number 001-35500
________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
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 | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period 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 o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | o | Accelerated filer | ☐ | ||||||||||||||
| x | 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. o
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 August 13, 2025, there were 118,832,320 Class A units and 41,707,959 Class B units of the registrant outstanding.
TABLE OF CONTENTS
| Page | ||||||||
| PART I – FINANCIAL INFORMATION | ||||||||
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect our current views with respect to, among other things, our future results of operations and financial performance. In some cases, you can identify forward-looking statements by words such as “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “seek,” “should,” “will” and “would” or the negative version of these words or other comparable or similar words. These statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those indicated in these statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward-looking statements are subject to risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity.
In addition to factors previously disclosed in Brookfield Oaktree Holdings, LLC’s (“BOH”) reports filed with securities regulators in the United States and those identified elsewhere in this quarterly report, the following factors, among others, could cause actual results to differ materially from forward-looking statements and information or historical performance: the ability of BOH to retain and hire key service providers; the continued availability of capital and financing; the business, economic and political conditions in the markets in which BOH operates; changes in BOH’s anticipated revenue and income, which are inherently volatile; changes in the value of BOH’s investments; the pace of Oaktree’s raising of new funds; changes in assets under management; the timing and receipt of, and impact of taxes on, carried interest; distributions from and liquidation of Oaktree’s existing funds; the amount and timing of distributions on BOH’s preferred units; changes in BOH’s operating or other expenses; the degree to which BOH encounters competition; and general political, economic and market conditions.
Any forward-looking statements and information speak only as of the date of this quarterly report or as of the date they were made, and except as required by law, BOH does not undertake any obligation to update forward-looking statements and information. For a more detailed discussion of these factors, also see the information under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in BOH’s most recent report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) (our “annual report”), and in this quarterly report, and in each case any material updates to these factors contained in any of BOH’s future filings.
As for the forward-looking statements and information that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should not place any reliance on these forward-looking statements and information.
This quarterly report and its contents do not constitute and should not be construed as (a) a recommendation to buy, (b) an offer to buy or solicitation of an offer to buy, (c) an offer to sell or (d) advice in relation to, any securities of BOH or securities of any Oaktree investment fund.
In this quarterly report, unless the context otherwise requires:
“Oaktree” refers to (i) Brookfield Oaktree Holdings, LLC and, where applicable, its subsidiaries and affiliates prior to October 1, 2019 and (ii) the Oaktree Operating Group and, where applicable, their respective subsidiaries and affiliates after September 30, 2019.
“BOH,” “Company,” “we,” “us,” “our” or “our company” refers to Brookfield Oaktree Holdings, LLC and, where applicable, its subsidiaries and affiliates, including, as the context requires, affiliated Oaktree Operating Group members after September 30, 2019.
“OCM” refers to Oaktree Capital Management, L.P. and, where applicable, its subsidiaries and affiliates. OCM is one of the Oaktree Operating Group entities but not one of our subsidiaries. OCM acts as the U.S. registered investment adviser to most of the Oaktree funds.
“Oaktree Operating Group,” or “Operating Group,” refers collectively to the entities that either (i) act as or control the general partners and investment advisers of the Oaktree funds or (ii) hold interests in other entities or investments generating income for the business of Oaktree.
“OCGH” refers to Oaktree Capital Group Holdings, L.P., a Delaware limited partnership, which holds an interest in the Oaktree Operating Group and all of our Class B units.
“OCGH unitholders” refers collectively to Oaktree’s senior executives, current and former Oaktree employees and their respective transferees who hold interests in the Oaktree Operating Group through OCGH.
“OEP” refers to Oaktree Equity Plan, L.P., a Delaware limited partnership, which holds an interest in the Oaktree Operating Group.
“assets under management,” or “AUM,” generally refers to the sum of (i) the assets Oaktree manages and equals the NAV (as defined below) of the assets Oaktree manages, (ii) the leverage on which management fees are charged, (iii) the undrawn capital that Oaktree is entitled to call from investors in the funds pursuant to their capital commitments, (iv) investment proceeds held in trust for use in investment activities, (v) Oaktree’s pro rata portion of AUM managed by its equity method investments such as DoubleLine Capital LP and its affiliates (“DoubleLine”) and Duration Capital LP and its affiliates, in which Oaktree holds minority ownership interests, and (vi) 100% of the AUM managed by 17Capital LLP and its affiliates in which Oaktree acquired a majority ownership interest in 2022. For Oaktree’s collateralized loan obligation vehicles, AUM represents the aggregate par value of collateral assets and principal cash; for Oaktree’s business development companies, gross assets (including assets acquired with leverage), net of cash; for Oaktree’s special purpose acquisition companies (“SPACs”), the proceeds of any initial public offering held in trust for use in a business combination; and for DoubleLine funds, NAV. Oaktree’s AUM amounts include AUM for which Oaktree charges no management fees. Oaktree’s definition of AUM is not based on any definition contained in our operating agreement or the agreements governing the funds that Oaktree manages. Oaktree’s calculation of AUM below may not be directly comparable to the AUM metrics of other investment managers.
“Class A units” refer to the common units of BOH designated as Class A units.
“CLOs” refer to collateralized loan obligation vehicles.
“common units” or “common unitholders” refer to the Class A common units of BOH or Class A common unitholders, respectively, unless otherwise specified.
“consolidated funds” refers to the funds that we are required to consolidate as of the applicable reporting date.
“funds” refers to investment funds and, where applicable, CLOs and separate accounts that are managed by Oaktree or its subsidiaries.
“net asset value,” or “NAV,” refers to the value of all the assets of a fund (including cash and accrued interest and dividends) less all liabilities of the fund (including accrued expenses and any reserves established by the general partner or investment manager of such fund in their discretion, for contingent liabilities) without reduction for accrued incentives because they are reflected in the partners’ capital of the fund.
“preferred units” or “preferred unitholders” refers to the Series A and Series B preferred units of BOH or Series A and Series B preferred unitholders, respectively, unless otherwise specified.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Brookfield Oaktree Holdings, LLC
Condensed Consolidated Statements of Financial Condition (Unaudited)
($ in thousands)
| As of | |||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Cash and cash-equivalents | $ | $ | |||||||||
Corporate investments (includes $ and December 31, 2024, respectively) | |||||||||||
| Due from affiliates | |||||||||||
| Other assets | |||||||||||
| Assets of consolidated funds: | |||||||||||
| Cash and cash-equivalents | |||||||||||
| Investments, at fair value | |||||||||||
| Dividends and interest receivable | |||||||||||
| Receivable for securities sold | |||||||||||
| Derivative assets, at fair value | |||||||||||
| Other assets, net | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Unitholders’ Capital | |||||||||||
| Liabilities: | |||||||||||
| Accrued compensation expense | $ | $ | |||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
| Due to affiliates | |||||||||||
| Liabilities of consolidated funds: | |||||||||||
| Accounts payable, accrued expenses and other liabilities | |||||||||||
| Payables for securities purchased | |||||||||||
| Derivative liabilities, at fair value | |||||||||||
| Distributions payable | |||||||||||
| Debt obligations of the consolidated funds | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 13) | |||||||||||
| Non-controlling redeemable interests in consolidated funds | |||||||||||
| Unitholders’ capital: | |||||||||||
Series A preferred units, | |||||||||||
Series B preferred units, | |||||||||||
Class A units, | |||||||||||
Class B units, | |||||||||||
| Paid-in capital | |||||||||||
| Retained earnings | ( | ||||||||||
Unitholders’ capital attributable to Brookfield Oaktree Holdings, LLC | |||||||||||
| Non-controlling interests in consolidated subsidiaries | |||||||||||
| Total unitholders’ capital | |||||||||||
| Total liabilities and unitholders’ capital | $ | $ | |||||||||
Please see accompanying notes to condensed consolidated financial statements.
1
Brookfield Oaktree Holdings, LLC
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per unit amounts)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||||||||||||||||||||
| Interest and dividend income | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Incentive income | ||||||||||||||||||||||||||||||||||||||||||||
| Investment income (loss) | ||||||||||||||||||||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||||||||||||||||||||
| Compensation and benefits | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Incentive income compensation | ( | |||||||||||||||||||||||||||||||||||||||||||
| General and administrative | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Consolidated fund expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Total expenses | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Other income (loss): | ||||||||||||||||||||||||||||||||||||||||||||
| Net realized gain (loss) on consolidated funds’ investments | ||||||||||||||||||||||||||||||||||||||||||||
Net change in unrealized appreciation (depreciation) on consolidated funds’ investments | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Total other income (loss) | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Income before income taxes | ||||||||||||||||||||||||||||||||||||||||||||
| Income taxes | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | ||||||||||||||||||||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests in consolidated funds | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Net (income) loss attributable to non-controlling interests in consolidated subsidiaries | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Net income attributable to Brookfield Oaktree Holdings, LLC | ||||||||||||||||||||||||||||||||||||||||||||
Net income attributable to preferred unitholders | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
Net income (loss) attributable to Brookfield Oaktree Holdings, LLC Class A unitholders | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Distributions declared per Class A unit | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Net income (loss) per Class A unit (basic and diluted): | ||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) per Class A unit | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||
| Weighted average number of Class A units outstanding | ||||||||||||||||||||||||||||||||||||||||||||
Please see accompanying notes to condensed consolidated financial statements.
2
Brookfield Oaktree Holdings, LLC
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
(in thousands)
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive loss, net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Other comprehensive loss, net of tax | ( | ( | |||||||||||||||||||||
| Total comprehensive income | |||||||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Comprehensive income attributable to non-controlling interests in consolidated funds | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to non-controlling interests in consolidated subsidiaries | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income attributable to BOH | |||||||||||||||||||||||
Comprehensive income attributable to preferred unitholders | ( | ( | ( | ( | |||||||||||||||||||
Comprehensive income (loss) attributable to BOH Class A unitholders | $ | $ | $ | $ | |||||||||||||||||||
Please see accompanying notes to condensed consolidated financial statements.
3
Brookfield Oaktree Holdings, LLC
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||
| Investment (income) loss | ( | ( | |||||||||
| Net realized and unrealized (gain) loss from consolidated funds’ investments | ( | ||||||||||
| Accretion of original issue and market discount of consolidated funds’ investments, net | ( | ( | |||||||||
| Income distributions from corporate investments in funds and companies | |||||||||||
Other non-cash items | |||||||||||
| Cash flows due to changes in operating assets and liabilities: | |||||||||||
| Increase in other assets | ( | ( | |||||||||
| (Increase) decrease in net due from affiliates | ( | ||||||||||
Decrease in accrued compensation expense | ( | ( | |||||||||
| Decrease in accounts payable, accrued expenses and other liabilities | ( | ( | |||||||||
Cash flows due to changes in operating assets and liabilities of consolidated funds: | |||||||||||
| Decrease (increase) in dividends and interest receivable | ( | ||||||||||
| (Increase) decrease in receivables for investments sold | ( | ||||||||||
| Increase in other assets | ( | ( | |||||||||
| Decrease in accounts payable, accrued expenses and other liabilities | ( | ( | |||||||||
| (Decrease) increase in payables for investments purchased | ( | ||||||||||
| Purchases of investments | ( | ( | |||||||||
| Proceeds from maturities and sales of investments | |||||||||||
| Net cash provided (used) in operating activities | ( | ||||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of U.S. Treasury and other securities | ( | ||||||||||
Proceeds from maturities and sales of U.S. Treasury and other securities | |||||||||||
| Corporate investments in funds and companies | ( | ||||||||||
| Distributions and proceeds from corporate investments in funds and companies | |||||||||||
| Net cash provided (used) by investing activities | ( | ||||||||||
(continued)
Please see accompanying notes to condensed consolidated financial statements.
4
Brookfield Oaktree Holdings, LLC
Condensed Consolidated Statements of Cash Flows (Unaudited) — (Continued)
(in thousands)
| Six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from financing activities: | |||||||||||
| Capital (distributions) contributions, net | $ | $ | ( | ||||||||
| Distributions to Class A unitholders | ( | ( | |||||||||
Distributions to OCGH unitholders | ( | ||||||||||
| Distributions to preferred unitholders | ( | ( | |||||||||
Cash flows from financing activities of consolidated funds: | |||||||||||
| Contributions from non-controlling interests | |||||||||||
| Distributions to non-controlling interests | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Borrowings on credit facilities | |||||||||||
| Repayments on credit facilities | ( | ( | |||||||||
| Net cash (used) provided by financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net increase (decrease) in cash and cash-equivalents | ( | ||||||||||
| Initial consolidation (deconsolidation) of funds | ( | ||||||||||
| Cash and cash-equivalents, beginning balance | |||||||||||
| Cash and cash-equivalents, ending balance | $ | $ | |||||||||
| Reconciliation of cash and cash-equivalents | |||||||||||
| Cash and cash-equivalents – Oaktree | $ | $ | |||||||||
| Cash and cash-equivalents – consolidated funds | |||||||||||
| Total cash and cash-equivalents | $ | $ | |||||||||
Please see accompanying notes to condensed consolidated financial statements.
5
Brookfield Oaktree Holdings, LLC
Condensed Consolidated Statements of Changes in Unitholders’ Capital (Unaudited)
(in thousands)
Brookfield Oaktree Holdings, LLC | Non-controlling Interests in Consolidated Subsidiaries | Total Unitholders’ Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Units | Class B Units | Series A Preferred Units | Series B Preferred Units | Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||
Unitholders’ capital as of March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
| Activity for the three months ended: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net issuance of units | — | — | — | — | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||||
| Unit exchange | ( | — | — | — | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||||
| Capital contributions | — | — | — | — | — | — | — | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions declared | — | — | ( | ( | — | ( | — | — | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
Unitholders’ capital as of June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Brookfield Oaktree Holdings, LLC | Non-controlling Interests in Consolidated Subsidiaries | Total Unitholders’ Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Units | Class B Units | Series A Preferred Units | Series B Preferred Units | Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||
Unitholders’ capital as of December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||
Activity for the six months ended: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net issuance of units | — | — | — | — | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||||
| Unit exchange | ( | — | — | — | — | — | — | $ | — | ||||||||||||||||||||||||||||||||||||||||||||
| Capital contributions | — | — | — | — | — | — | — | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions declared | — | — | ( | ( | — | ( | — | — | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
Unitholders’ capital as of June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Please see accompanying notes to condensed consolidated financial statements.
6
Brookfield Oaktree Holdings, LLC
Condensed Consolidated Statements of Changes in Unitholders’ Capital (Unaudited)
(in thousands)
Brookfield Oaktree Holdings, LLC | Non-controlling Interests in Consolidated Subsidiaries | Total Unitholders’ Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Units | Class B Units | Series A Preferred Units | Series B Preferred Units | Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||
Unitholders’ capital as of March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Activity for the three months ended: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Unit exchange | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and non-controlling interests | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributions declared | — | — | ( | ( | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Unitholders’ capital as of June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Brookfield Oaktree Holdings, LLC | Non-controlling Interests in Consolidated Subsidiaries | Total Unitholders’ Capital | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Units | Class B Units | Series A Preferred Units | Series B Preferred Units | Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||||||||||||||||
Unitholders’ capital as of December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
| Activity for the six months ended: | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net issuance of units | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Unit exchange | ( | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Equity reallocation between controlling and non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Distributions declared | — | — | ( | ( | — | ( | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment, net of tax | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
Unitholders’ capital as of June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||
Please see accompanying notes to condensed consolidated financial statements.
7
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited)
June 30, 2025
($ in thousands, except where noted)
1. ORGANIZATION AND BASIS OF PRESENTATION
As used in these condensed consolidated financial statements:
“Oaktree” refers to the Oaktree Operating Group members and, where applicable, their respective subsidiaries and affiliates; and
the “Company” refers to Brookfield Oaktree Holdings, LLC and, where applicable, its subsidiaries and affiliates.
The Company holds Credit, Real Estate and Equity investments managed by leading alternative asset management firms Oaktree Capital Management, L.P. and Brookfield Asset Management Ltd. The Company both directly invests in funds and has indirect exposure through its equity method investment in Oaktree Capital I, L.P. (“Oaktree Capital I”), which as of June 30, 2025, represented an approximately 74 % economic interest in Oaktree Capital I, which acts as or controls the general partner of certain Oaktree funds and which holds a majority of Oaktree’s investments in its funds.
The Company is a Delaware limited liability company that was formed on April 13, 2007 under the name of Oaktree Capital Group, LLC. The Company’s issued and outstanding member interests are divided into certain classes and series of units. The Company’s outstanding units are held by (i) an affiliate of Brookfield Corporation (formerly known as Brookfield Asset Management, Inc.) (“Brookfield”) as the sole holder of the Company’s Class A common units, (ii) preferred unitholders as the holders of Series A and Series B preferred units listed on the NYSE, which represent only the right to receive certain distributions from the Company and such other rights as are specified in the relevant preferred unit designations, and (iii) Oaktree Capital Group Holdings, L.P. (“OCGH”) as the sole holder of the Company’s Class B common units, which units do not represent an economic interest in the Company. OCGH is owned by Oaktree’s senior executives, current and former Oaktree employees, and their respective transferees (collectively, the “OCGH unitholders”). Subject to the operating agreement of the Company, to the extent the approval of any matter requires the vote of the Company’s unitholders, the Class A units are entitled to one vote per unit and the Class B units are entitled to ten votes per unit, voting together as a single class.
The Company’s ownership and operational structure through June 30, 2025 were the result of (i) certain mergers with affiliates of Brookfield completed on September 30, 2019 (the “Mergers”) and the subsequent restructuring completed on October 1, 2019 in connection with the Mergers (the “2019 Restructuring”), (ii) the restructuring completed on November 30, 2022 in connection with an internal Oaktree reorganization to facilitate the separation of Brookfield’s capital business and asset management business (the “2022 Restructuring”) and (iii) the restructuring completed on July 1, 2024 in connection with an internal Oaktree reorganization which resulted in the change of the general partner of Oaktree Capital I, L.P. (“Oaktree Capital I”) from Brookfield OCM Holdings II, LLC, a subsidiary of the Company, to Oaktree Capital I GP, LLC, a newly formed subsidiary of Oaktree Capital Holdings, LLC (“OCH”) (the “2024 Restructuring”). See Part I, Item I included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020 for more information regarding the Mergers and the 2019 Restructuring. See Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2022 for more information about the 2022 Restructuring. See Item 8.01 of the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2024 for more information about the 2024 Restructuring.
Following the above restructurings, the Company’s holdings and operations primarily represent (i) limited partner investments in certain of Oaktree’s flagship opportunistic funds, (ii) its equity method investment in Oaktree Capital I, which as of June 30, 2025, represented an approximately 74 % economic interest in Oaktree Capital I, which holds a majority of Oaktree’s investments in its funds, and (iii) an indirect ownership interest in Brookfield Real Estate Income Trust Inc. (“Brookfield REIT”).
Oaktree is a leader among global investment managers specializing in alternative investments. Oaktree emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, equity, and real estate. Funds managed by Oaktree (the “Oaktree funds”) include commingled funds, separate accounts, collateralized loan obligation vehicles (“CLOs”) and business development companies (“BDCs”).
Following the 2022 Restructuring and prior to the 2024 Restructuring, the Company’s operations were conducted through an indirect economic interest in Oaktree Capital I, and the Company’s revenue included the
8
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
incentive income generated by certain funds that OCM manages for which the Company, via Oaktree Capital I, acted as general partner and the investment income earned from the investments the Company makes in Oaktree funds, third-party funds and other companies. Investment income during such period generally reflected the investment return on a mark-to-market basis and the Company’s equity participation on the amounts that it invested in Oaktree and third-party funds.
As a result of the 2024 Restructuring, the Company no longer consolidates the operations of Oaktree Capital I, but rather accounts for its approximately 74 % interest in Oaktree Capital I as of June 30, 2025 under the equity method of accounting. The Company’s revenue is primarily the investment income earned from (i) limited partner investments in certain of Oaktree’s flagship opportunistic funds, (ii) an equity method investment in Oaktree Capital I, and (iii) an indirect ownership interest in Brookfield REIT.
Payments to the preferred unitholders must be satisfied prior to declaration of any distributions to Class A or Class B unitholders, subject to the terms of the Series A and Series B preferred units and certain limitations and exceptions set forth therein.
OCM, an affiliate of the Company, has since the 2019 Restructuring provided certain administrative and other services relating to the operations of the Company’s business. These services are provided pursuant to a Services Agreement between the Company and OCM (as amended from time to time, the “Services Agreement”).
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. Certain of the Oaktree funds consolidated by the Company are investment companies that follow a specialized basis of accounting established by GAAP. All intercompany transactions and balances have been eliminated in consolidation.
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2025.
Use of Estimates
The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported amounts of income and expenses during the period then ended. Actual results could differ from these estimates.
9
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Policies of the Company
Consolidation
The Company consolidates entities in which it has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. A limited partnership or similar entity is a variable interest entity (“VIE”) if the unaffiliated limited partners do not have substantive kick-out or participating rights. Most of the Oaktree funds are VIEs because they have not granted unaffiliated limited partners substantive kick-out or participating rights. The Company consolidates those VIEs in which it is the primary beneficiary. An entity is deemed to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance-based fees), would give it a controlling financial interest. A decision maker’s fee arrangement is not considered a variable interest if (a) it is compensation for services provided, commensurate with the level of effort required to provide those services, and part of a compensation arrangement that includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length (“at-market”), and (b) the decision maker does not hold any other variable interests that absorb more than an insignificant amount of the potential VIE’s expected residual returns.
The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties. In situations where power over an entity’s most significant activities is shared among related parties, a qualitative analysis is required to determine which party within the related party group is most closely associated with the VIE. The party within the related party group that is most closely associated with the VIE is the primary beneficiary and is required to consolidate and disclose the impact of the VIE. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective Oaktree funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. The Company does not consolidate most of the Oaktree funds because it is not the primary beneficiary of those funds due to the fact that its fee arrangements are considered at-market and thus not deemed to be variable interests, and it does not hold any other interests in those funds that are considered to be more than insignificant. Please see note 4 for more information regarding both consolidated and unconsolidated VIEs. For entities that are not VIEs, consolidation is evaluated through a majority voting interest model.
“Consolidated funds” historically refers to Oaktree-managed funds and CLOs that the Company is required to consolidate. When funds or CLOs are consolidated, the Company reflects the assets, liabilities, revenues, expenses and cash flows of the funds or CLOs on a gross basis, and the majority of the economic interests in those funds or CLOs, which are held by third-party investors, are reflected as non-controlling interests in consolidated funds or debt obligations of CLOs in the condensed consolidated financial statements. All of the revenues earned by the Company as investment manager of the consolidated funds are eliminated in consolidation. However, because the eliminated amounts are earned from and funded by third-party investors, the consolidation of a fund does not impact net income or loss attributable to the Company.
As a result of the 2024 Restructuring, the Company no longer controls Oaktree Capital I. Therefore, Oaktree Capital I was deconsolidated as of July 1, 2024. As such, certain Oaktree funds and CLOs which were consolidated by Oaktree Capital I are no longer consolidated by the Company. The Company continues to consolidate the respective vehicles through which interests are held in Oaktree Opportunities Fund XI, L.P. and Oaktree Opportunities Fund XII, L.P. as the Company remains the primary beneficiary.
10
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
Certain entities in which the Company is deemed to have significant influence, including Oaktree Capital I, are accounted for under the equity method of accounting.
Non-controlling Redeemable Interests in Consolidated Funds
The Company records non-controlling interests to reflect the economic interests of the unaffiliated limited partners in Oaktree-managed funds and the class A ordinary shareholders in Oaktree sponsored SPACs. These interests are presented as non-controlling redeemable interests in consolidated funds within the condensed consolidated statements of financial condition, outside of the permanent capital section. Limited partners in open-end and evergreen funds generally have the right to withdraw their capital, subject to the terms of the respective limited partnership agreements, over periods ranging from one month to three years . While limited partners in consolidated closed-end funds generally have not been granted redemption rights, these limited partners do have withdrawal or redemption rights in certain limited circumstances that are beyond the control of the Company, such as instances in which retaining the limited partnership interest could cause the limited partner to violate a law, regulation or rule. For Oaktree sponsored SPACs, the class A ordinary shareholders have redemption rights that are considered to be outside of the Company’s control. These shares are presented as non-controlling redeemable interests on the Company’s condensed consolidated statements of financial condition.
The allocation of net income or loss to non-controlling redeemable interests in consolidated funds and Oaktree sponsored SPACs is based on the relative ownership interests of the unaffiliated limited partners after the consideration of contractual arrangements that govern allocations of income or loss. At the consolidated level, potential incentives are allocated to non-controlling redeemable interests in consolidated funds until such incentives become allocable to the Company under the substantive contractual terms of the limited partnership agreements of the funds.
As a result of the 2024 Restructuring, Oaktree Capital I was deconsolidated as of July 1, 2024. As such, the funds consolidated by Oaktree Capital I are no longer consolidated by the Company.
Non-controlling Interests in Consolidated Subsidiaries
Non-controlling interests in consolidated subsidiaries reflect the portion of unitholders’ capital attributable to OCGH unitholders (“OCGH non-controlling interest”) and third parties. All non-controlling interests in consolidated subsidiaries are attributed a share of income or loss in the respective consolidated subsidiary based on the relative economic interests of the OCGH unitholders or third parties after consideration of contractual arrangements that govern allocations of income or loss.
As a result of the 2024 Restructuring, Oaktree Capital I was deconsolidated as of July 1, 2024. BOH no longer reports OCGH non-controlling interests in Oaktree Capital I.
Fair Value of Financial Instruments
GAAP establishes a hierarchical disclosure framework that prioritizes the inputs used in measuring financial instruments at fair value into three levels based on their market observability. Market price observability is affected by a number of factors, such as the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or for which fair value can be measured based on actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value.
Financial assets and liabilities measured and reported at fair value are classified as follows:
•Level I – Quoted unadjusted prices for identical instruments in active markets to which the Company has access at the date of measurement. The types of investments in Level I include exchange-traded equities, debt and derivatives with quoted prices.
•Level II – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are directly or indirectly observable. Level II inputs include interest rates, yield curves, volatilities,
11
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
prepayment risks, loss severities, credit risks and default rates. The types of investments in Level II generally include corporate bonds and loans, government and agency securities, less liquid and restricted equity investments, over-the-counter traded derivatives, and other investments where the fair value is based on observable inputs.
•Level III – Valuations for which one or more significant inputs are unobservable. These inputs reflect the Company’s assessment of the assumptions that market participants use to value the investment based on the best available information. Level III inputs include prices of quoted securities in markets for which there are few transactions, less public information exists or prices vary among brokered market makers. The types of investments in Level III include non-publicly traded equity, debt, real estate and derivatives.
In some instances, the inputs used to value an instrument may fall into multiple levels of the fair-value hierarchy. In such instances, the instrument’s level within the fair-value hierarchy is based on the lowest of the three levels (with Level III being the lowest) that is significant to the fair-value measurement. The Company’s assessment of the significance of an input requires judgment and considers factors specific to the instrument. Transfers of assets into or out of each fair value hierarchy level as a result of changes in the observability of the inputs used in measuring fair value are accounted for as of the beginning of the reporting period. Transfers resulting from a specific event, such as a reorganization or restructuring, are accounted for as of the date of the event that caused the transfer.
In the absence of observable market prices, the Company values Level III investments inclusive of the Company’s investments in unconsolidated Oaktree funds using valuation methodologies applied on a consistent basis. The quarterly valuation process for Level III investments begins with each portfolio company, property or security being valued by the investment and/or valuation teams. With the exception of open-end funds, all unquoted Level III investment values are reviewed and approved by (i) the Company’s valuation officer, who is independent of the investment teams, (ii) a designated investment professional of each strategy and (iii) for a substantial majority of unquoted Level III holdings as measured by market value, a valuation committee of the respective strategy. For open-end funds, unquoted Level III investment values are reviewed and approved by the Company’s valuation officer. For certain investments, the valuation process also includes a review by independent valuation parties, at least annually, to determine whether the fair values determined by management are reasonable. Results of the valuation process are evaluated each quarter, including an assessment of whether the underlying calculations should be adjusted or recalibrated. In connection with this process, the Company periodically evaluates changes in fair-value measurements for reasonableness, considering items such as industry trends, general economic and market conditions, and factors specific to the investment.
Certain assets are valued using prices obtained from pricing vendors or brokers. The Company seeks to obtain prices from at least two pricing vendors for the subject or similar securities. In cases where vendor pricing is not reflective of fair value, a secondary vendor is unavailable, or no vendor pricing is available, a comparison value made up of quotes for the subject or similar securities received from broker dealers may be used. These investments may be classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions. The Company evaluates the prices obtained from brokers or pricing vendors based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Company also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Company performs due diligence procedures surrounding pricing vendors to understand their methodology and controls to support their use in the valuation process.
Fair Value Option
The Company has elected the fair value option for the financial assets and financial liabilities of its consolidated CLOs. The assets and liabilities of CLOs are primarily reflected within the investments, at fair value and within the debt obligations of CLOs line items in the condensed consolidated statements of financial condition. The Company’s accounting for CLO assets is similar to its accounting for its funds with respect to both carrying investments held by CLOs at fair value and the valuation methods used to determine the fair value of those investments. The fair value of CLO liabilities are measured as the fair value of CLO assets less the sum of (a) the
12
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
fair value of any beneficial interests held by the Company and (b) the carrying value of any beneficial interests that represent compensation for services. Realized gains or losses and changes in the fair value of CLO assets, respectively, are included in net realized gain on consolidated funds’ investments and net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Interest income of CLOs is included in interest and dividend income, and interest expense and other expenses, respectively, are included in interest expense and consolidated fund expenses in the condensed consolidated statements of operations. Changes in the fair value of a CLO’s financial liabilities in accordance with the CLO measurement guidance are included in net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Please see notes 6 and 8 for more information. Subsequent to the 2024 Restructuring, the Company no longer consolidates the CLOs due to the deconsolidation of Oaktree Capital I and as a result, changes in the fair value of the CLOs’ financial liabilities are not included in the condensed consolidated statements of operations for periods subsequent to July 1, 2024.
Derivatives and Hedging
A derivative is a financial instrument whose value is derived from an underlying financial instrument or index, such as interest rates, equity securities, currencies, commodities or credit spreads. Derivatives include futures, forwards, swaps or option contracts, and other financial instruments with similar characteristics. Derivative contracts often involve future commitments to exchange interest payment streams or currencies based on a notional or contractual amount (e.g., interest-rate swaps, foreign-currency forwards or cross-currency swaps).
The Company enters into derivatives as part of its overall risk management strategy or to facilitate its investment management activities. The Company manages its exposure to interest rate and foreign exchange market risks, when deemed appropriate, through the use of derivatives, including foreign currency forward and option contracts, interest-rate and cross currency swaps with financial counterparties. Risks associated with fluctuations in interest rates and foreign-currency exchange rates in the normal course of business are addressed as part of the Company’s overall risk management strategy that may result in the use of derivatives to economically hedge or reduce these exposures. From time to time, the Company may enter into (a) foreign-currency option and forward contracts to reduce earnings and cash-flow volatility associated with changes in foreign-currency exchange rates, and (b) interest-rate swaps to manage all or a portion of the interest-rate risk associated with its variable-rate borrowings. As a result of the use of these or other derivative contracts, the Company is exposed to the risk that counterparties will fail to fulfill their contractual obligations. The Company attempts to mitigate this counterparty risk by entering into derivative contracts only with major financial institutions that have investment-grade credit ratings. Counterparty credit risk is evaluated in determining the fair value of derivatives.
The Company recognizes all derivatives as assets or liabilities in its condensed consolidated statements of financial condition at fair value. In connection with its derivative activities, the Company generally enters into agreements subject to enforceable master netting arrangements that allow the Company to offset derivative assets and liabilities in the same currency by specific derivative type or, in the event of default by the counterparty, to offset derivative assets and liabilities with the same counterparty. While these derivatives are eligible to be offset in accordance with applicable accounting guidance, the Company has elected to present derivative assets and liabilities based on gross fair value in its condensed consolidated statements of financial condition.
When the Company enters into a derivative contract, it may or may not elect to designate the derivative as a hedging instrument and apply hedge accounting as part of its overall risk management strategy. In other situations, when a derivative does not qualify for hedge accounting or when the derivative and the hedged item are both recorded in current-period earnings and thus deemed to be economic hedges, hedge accounting is not applied. Freestanding derivatives are financial instruments that we enter into as part of our overall risk management strategy but do not utilize hedge accounting. These financial instruments may include foreign-currency exchange contracts, interest-rate swaps and other derivative contracts.
Subsequent to the 2024 Restructuring and deconsolidation of Oaktree Capital I, the Company no longer
records activity related to derivative and hedging activity.
13
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
Cash and Cash-equivalents
Cash and cash-equivalents include demand deposit accounts, money market funds, and other short-term investments with maturities of three months or less at the date of acquisition.
At June 30, 2025 and December 31, 2024, the Company had cash balances with financial institutions in excess of Federal Deposit Insurance Corporation insured limits. The Company monitors the credit standing of these financial institutions.
Corporate Investments
Corporate investments have historically consisted of investments in funds, companies in which the Company does not have a controlling financial interest, equities received as part of our sponsorship of SPACs, and non-investment grade debt securities. Prior to the 2024 Restructuring, these investments largely represented investments held by Oaktree Capital I. As a result of the 2024 Restructuring, the Company no longer consolidates Oaktree Capital I and instead, it accounts for its interest in Oaktree Capital I under the equity method of accounting. The carrying value of BOH’s investment in Oaktree Capital I is reflected in Corporate investments. Additionally, Corporate investments also includes the Company’s indirect ownership in Brookfield REIT.
Investments for which the Company is deemed to have significant influence are accounted for under the equity method of accounting and have historically reflected the Company’s ownership interest in each fund or company. In the case of investments for which the Company is not deemed to have significant influence or control, the fair value option of accounting has been elected. Oaktree Capital I’s underlying general partnership interests are substantially illiquid. While Oaktree Capital I’s investments in funds reflect each respective fund’s holdings at fair value, equity-method investments in companies are not adjusted to reflect the fair value of the underlying company. The fair value of the underlying investments in Oaktree funds is based on the Company’s assessment, which takes into account expected cash flows, earnings multiples and/or comparisons to similar market transactions, among other factors. Valuation adjustments reflecting consideration of credit quality, concentration risk, sales restrictions and other liquidity factors are integral to valuing these instruments.
Non-investment grade debt securities include domestic and international corporate fixed and floating rate debt and structured credit investments. These securities are classified as trading and are recorded at fair value with changes in fair value included in investment income.
14
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
Revenue Recognition
Incentive Income
Prior to the 2024 Restructuring, the Company earned incentive income from the investment advisory services provided to its customers by Oaktree Capital I. Revenue was recognized when control of the promised services was transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. These services are generally capable of being distinct and each is accounted for as separate performance obligations comprised of distinct service periods because the services are performed over time.
Incentive income generally represents 20 % of each closed-end fund’s profits, subject to the return of contributed capital and a preferred return of typically 8 % per annum, and up to 20 % of certain evergreen fund’s annual profits, subject to high-water marks or hurdle rates. Incentive income is recognized when it is probable that a significant reversal will not occur. Revenue recognition is typically met (a) for closed-end funds, only after all contributed capital and the preferred return on that capital have been distributed to the fund’s investors, and (b) for certain evergreen funds, at the conclusion of each annual measurement period. Potential incentive income is highly susceptible to market volatility, the judgment and actions of third parties, and other factors outside of the Company’s control. The Company’s experience has demonstrated little predictive value in the amount of potential incentive income ultimately earned due to the highly uncertain nature of returns inherent in the markets and contingencies associated with many realization events. As a result, the amount of incentive income recognized in any given period is generally determined after giving consideration to a number of factors, including whether the fund is in its investment or liquidation period, and the nature and level of risk associated with changes in fair value of the remaining assets in the fund. In general, it would be unlikely that any amount of potential incentive income would be recognized until (a) the uncertainty is resolved or (b) the fund is near final liquidation, assets are under contract for sale or are at low risk of significant fluctuation in fair value, and the assets are significantly in excess of the threshold at which incentive income would be earned.
Incentives received by Oaktree Capital I before the revenue recognition criteria have been met are deferred and recorded as a deferred incentive income liability within accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition. Oaktree Capital I may have received tax distributions related to taxable income allocated by funds, which are treated as an advance of incentive income and subject to the same recognition criteria. Tax distributions are contractually not subject to clawback.
Oaktree Capital I may have earned incentive income upon deconsolidation of a SPAC arising from the completion of a merger with an identified target. Upon deconsolidation, Oaktree Capital I derecognizes the net assets of the entity and records any gain or loss related to the remeasurement of its investments to fair value as incentive income in its condensed consolidated statements of operations. Subsequent fair value changes in Oaktree Capital I’s investments held in the entity were recorded in investment income in its condensed consolidated statements of operations.
Subsequent to the 2024 Restructuring, the Company no longer earns incentive income as a result of the deconsolidation of Oaktree Capital I. Rather the economics resulting from Oaktree Capital I’s right to earn incentive income are reflected in the Company’s results through investment income earned from its equity method investment in Oaktree Capital I.
Investment Income
The Company records investment income (loss) from its equity method investments which
represents the Company’s pro-rata share of income or loss from these investments, or the change in fair value of
the investment, as applicable, and consists of both unrealized and realized gains and losses. Investment income
(loss) is realized when the Company sells all or a portion of its investments or when the Company receives or is due
cash income. Unrealized investment income (loss) results from the proportionate share of the investments’
unrealized earnings, including changes in the fair value of the underlying investments. The cash distributions from the Company’s equity investments are classified based the nature of the underlying transaction which resulted in the distribution. Cash distributions that are determined to be realized gains (losses) are included in Cash Flows from
15
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
Operating Activities and distributions that are returns of capital are included in the Cash Flows from Investing Activities section of the Consolidated Statements of Cash Flows.
Compensation and Benefits
Compensation and benefits has historically reflected incentive income compensation expense, which primarily reflected compensation directly related to incentive income, which generally consists of percentage interests (sometimes referred to as “points” or an allocation of shares received upon the completion of a successful SPAC merger) that the Company grants to its investment professionals associated with the particular fund or SPAC that generated the incentive income, and secondarily, compensation directly related to investment income. The Company has an obligation to pay a fixed percentage of the incentive income earned from a particular fund or SPAC, including income from consolidated funds that is eliminated in consolidation, to specified investment professionals responsible for the management of the fund or SPAC. Amounts payable pursuant to these arrangements are recorded as compensation expense when they have become probable and reasonably estimable. The Company’s determination of the point at which it becomes probable and reasonably estimable that incentive income compensation expense should be recorded is based on its assessment of numerous factors, particularly those related to the profitability, realizations, distribution status, investment profile and commitments or contingencies of the individual funds that may give rise to incentive income or the completion of a merger by an Oaktree sponsored SPAC. Incentive income compensation is generally expensed in the period in which the underlying income is recognized. Payment of incentive income compensation generally occurs in the same period the related income is received or in the next period. Participation in incentive income generated by the funds or SPACs is subject to forfeiture upon departure and to vesting provisions (generally over a period of five years ), in each case, under certain circumstances set forth in the applicable governing documents. These provisions are generally only applicable to incentive income compensation that has not yet been recognized as an expense by the Company or paid to the participant.
Subsequent to the 2024 Restructuring, the Company no longer earns incentive income as a result of the deconsolidation of Oaktree Capital I, and therefore will no longer record incentive compensation expense. Compensation and benefits following the 2024 Restructuring primarily reflects compensation to the Company’s board of directors.
Income Taxes
The Company is a publicly traded partnership. Because it satisfies the qualifying income test, it is not required to be treated as a corporation for U.S. federal and state income tax purposes; rather it is taxed as a partnership.
The Company analyzes its tax filing positions for all open tax years in all of the U.S. federal, state and local tax jurisdictions where it is required to file income tax returns. If the Company determines that uncertainties in tax positions exist, a reserve is established. The Company recognizes accrued interest and penalties related to uncertain tax positions within income tax expense in the condensed consolidated statements of operations.
Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties. The Company reviews its tax positions quarterly and adjusts its tax balances as new information becomes available.
The Oaktree funds are generally not subject to U.S. federal and state income taxes and, consequently, no income tax provision has been made in the accompanying condensed consolidated financial statements because individual partners are responsible for their proportionate share of the taxable income.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting unitholders’ capital that are excluded from net income (loss). Other gains and losses result from foreign-currency translation adjustments, net of tax.
16
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
Following the 2024 Restructuring and the deconsolidation of Oaktree Capital I, the Company is generally not subject to direct foreign-currency translation adjustments.
Accounting Policies of Consolidated Funds
Investment Transactions and Income Recognition
The consolidated funds record investment transactions at cost on trade date for publicly-traded securities or when they have an enforceable right to acquire the security, which is generally on the closing date if not publicly traded. Realized gains and losses on investments are recorded on a specific-identification basis. The consolidated funds record dividend income on the ex-dividend date and interest income on an accrual basis, unless the related investment is in default or if collection of the income is otherwise considered doubtful. The consolidated funds may hold investments that provide for interest payable in-kind rather than in cash, in which case the related income is recorded at its estimated net realizable amount.
Income Taxes
The consolidated funds may invest in operating entities that are treated as partnerships for U.S. federal income tax purposes which may give rise to unrelated business taxable income or income effectively connected with a U.S. trade or business. In such situations, the consolidated funds permit certain investors to elect to participate in these investments through a “blocker structure” using entities that are treated as corporations for U.S. federal income tax purposes and are generally subject to U.S. federal, state and local taxes. The consolidated funds withhold blocker expenses and tax payments from electing limited partners, which are treated as deemed distributions to such limited partners pursuant to the terms of the respective limited partnership agreement.
Foreign Currency
Investments denominated in non-U.S. currencies are recorded in the condensed consolidated financial statements after translation into U.S. dollars utilizing rates of exchange on the last business day of the period. Interest and dividend income is recorded net of foreign withholding taxes and calculated using the exchange rate in effect when the income is recognized. The effect of changes in exchange rates on assets and liabilities, income, and realized gains or losses is included as part of net realized gain (loss) on consolidated funds’ investments and net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations.
Cash and Cash-equivalents
Cash and cash-equivalents held at the consolidated funds represent cash that, although not legally restricted, is not available to support the general liquidity needs of the Company as the use of such amounts is generally limited to the investment activities of the consolidated funds. Cash-equivalents, a Level I valuation, include highly liquid investments such as money market funds, whose carrying value approximates fair value due to its short-term nature.
Receivable for Investments Sold
Receivables for investments sold by the consolidated funds are recorded at net realizable value. Changes in net realizable value are reflected within net change in unrealized appreciation (depreciation) on consolidated funds’ investments and realizations are reflected within net realized gain on consolidated funds’ investments in the condensed consolidated statements of operations.
Investments, at Fair Value
17
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
The consolidated funds include investment limited partnerships and CLOs that reflect their investments, including majority-owned and controlled investments, at fair value. The Company has retained the specialized investment company accounting guidance for investment limited partnerships with respect to consolidated investments and has elected the fair value option for the financial assets of CLOs. Thus, the consolidated investments are reflected in the condensed consolidated statements of financial condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).
Non-publicly traded debt and equity securities and other securities or instruments for which reliable market quotations are not available are valued by management using valuation methodologies applied on a consistent basis. These securities may initially be valued at the acquisition price as the best indicator of fair value. The Company reviews the significant unobservable inputs, valuations of comparable investments and other similar transactions for investments valued at acquisition price to determine whether another valuation methodology should be utilized. Subsequent valuations will depend on the facts and circumstances known as of the valuation date and the application of valuation methodologies as further described below under “—Non-publicly Traded Equity and Real Estate Investments.” The fair value may also be based on a pending transaction expected to close after the valuation date.
Exchange-traded Investments
Securities listed on one or more national securities exchanges are valued at their last reported sales price on the date of valuation. If no sale occurred on the valuation date, the security is valued at the mean of the last “bid” and “ask” prices on the valuation date. Securities that are not readily marketable due to legal restrictions that may limit or restrict transferability are generally valued at a discount from quoted market prices. The discount would reflect the amount market participants would require due to the risk relating to the inability to access a public market for the security for the specified period and would vary depending on the nature and duration of the restriction and the perceived risk and volatility of the underlying securities. Securities with longer duration restrictions or higher volatility are generally valued at a higher discount. Such discounts are generally estimated based on put option models or an analysis of market studies. Instances where the Company has applied discounts to quoted prices of restricted listed securities have been infrequent. The impact of such discounts is not material to the Company’s condensed consolidated statements of financial condition and results of operations for all periods presented.
Credit-oriented Investments (including Real Estate Loan Portfolios)
Investments in corporate and government debt which are not listed or admitted to trading on any securities exchange are valued at the mean of the last bid and ask prices on the valuation date based on quotations supplied by recognized quotation services or by reputable broker-dealers.
The market-yield approach is considered in the valuation of non-publicly traded debt securities, utilizing expected future cash flows and discounted using estimated current market rates. Discounted cash-flow calculations may be adjusted to reflect current market conditions and/or the perceived credit risk of the borrower. Consideration is also given to a borrower’s ability to meet principal and interest obligations; this may include an evaluation of collateral and/or the underlying value of the borrower utilizing techniques described below under “—Non-publicly Traded Equity and Real Estate Investments.”
Non-publicly Traded Equity and Real Estate Investments
The fair value of equity and real estate investments is determined using a cost, market or income approach. The cost approach is based on the current cost of reproducing a real estate investment less deterioration and functional and economic obsolescence. The market approach utilizes valuations of comparable public companies and transactions, and generally seeks to establish the enterprise value of the portfolio company or investment property using a market-multiple methodology. This approach takes into account the financial measure (such as EBITDA, adjusted EBITDA, free cash flow, net operating income, net income, book value or net asset value) believed to be most relevant for the given company or investment property. Consideration also may be given to
18
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
factors such as acquisition price of the security or investment property, historical and projected operational and financial results for the portfolio company, the strengths and weaknesses of the portfolio company or investment property relative to its comparable companies or properties, industry trends, general economic and market conditions, and others deemed relevant. The income approach is typically a discounted cash-flow method that incorporates expected timing and level of cash flows. It incorporates assumptions in determining growth rates, income and expense projections, discount and capitalization rates, capital structure, terminal values, and other factors. The applicability and weight assigned to market and income approaches are determined based on the availability of reliable projections and comparable companies and transactions.
The valuation of securities may be impacted by expectations of investors’ receptiveness to a public offering of the securities, the size of the holding of the securities and any associated control, information with respect to transactions or offers for the securities (including the transaction pursuant to which the investment was made and the elapsed time from the date of the investment to the valuation date), and applicable restrictions on the transferability of the securities.
These valuation methodologies involve a significant degree of management judgment. Accordingly, valuations by the Company do not necessarily represent the amounts that eventually may be realized from sales or other dispositions of investments. Fair values may differ from the values that would have been used had a ready market for the investment existed, and the differences could be material to the condensed consolidated financial statements.
Securities Sold Short
Securities sold short represent obligations of the consolidated funds to make a future delivery of a specific security and, correspondingly, create an obligation to purchase the security at prevailing market prices (or deliver the security, if owned by the consolidated funds) as of the delivery date. As a result, these short sales create the risk that the funds’ obligations to satisfy the delivery requirement may exceed the amount recorded in the accompanying condensed consolidated statements of financial condition.
Securities sold short are recorded at fair value, with the resulting change in value reflected as a component of net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. When the securities are delivered, any gain or loss is included in net realized gain on consolidated funds’ investments. The funds maintain cash deposits with prime brokers in order to cover their obligations on short sales. These amounts are included in due from brokers in the condensed consolidated statements of financial condition.
Options
The purchase price of a call option or a put option is recorded as an investment, which is carried at fair value. If a purchased option expires, a loss in the amount of the cost of the option is realized. When there is a closing sale transaction, a gain or loss is realized if the proceeds are greater or less than, respectively, the cost of the option. When a call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.
When a consolidated fund writes an option, the premium received is recorded as a liability and is subsequently adjusted to the current fair value of the option written. If a written option expires, a gain is realized in the amount of the premium received. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain or loss. The writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. Options written are included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition.
Total-return Swaps
A total-return swap is an agreement to exchange cash flows based on an underlying asset. Pursuant to these agreements, a fund may deposit collateral with the counterparty and may pay a swap fee equal to a fixed percentage of the value of the underlying security (notional amount). A fund earns interest on cash collateral held on
19
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
account with the counterparty and may be required to deposit additional collateral equal to the unrealized appreciation or depreciation on the underlying asset. Changes in the value of the swaps, which are recorded as unrealized gains or losses, are based on changes in the underlying value of the security. All amounts exchanged with the swap counterparty representing capital appreciation or depreciation, dividend income and expense, items of interest income on short proceeds, borrowing costs on short sales, and commissions are recorded as realized gains or losses. Dividend income and expense on the underlying assets are accrued as unrealized gains or losses on the ex-date.
Due From Brokers
Due from brokers represents cash owned by the consolidated funds and cash collateral on deposit with brokers and counterparties that are used as collateral for the consolidated funds’ securities and swaps.
Risks and Uncertainties
Certain consolidated funds invest primarily in the securities of entities that are undergoing, or are considered likely to undergo, reorganization, debt restructuring, liquidation or other extraordinary transactions. Investments in such entities are considered speculative and involve substantial risk of principal loss. Certain of the consolidated funds’ investments may also consist of securities that are thinly traded, securities and other assets for which no market exists, and securities which are restricted as to their transferability. Additionally, investments are subject to concentration and industry risks, reflecting numerous factors, including political, regulatory or economic issues that could cause the investments and their markets to be relatively illiquid and their prices relatively volatile. Investments denominated in non-U.S. currencies or involving non-U.S. domiciled entities are subject to risks and special considerations not typically associated with U.S. investments. Such risks may include, but are not limited to, investment and repatriation restrictions; currency exchange-rate fluctuations; adverse political, social and economic developments; less liquidity; smaller capital markets; and certain local tax law considerations.
Credit risk is the potential loss that may be incurred from the failure of a counterparty or an issuer to make payments according to the terms of a contract. Some consolidated funds are subject to additional credit risk due to strategies of investing in debt of financially distressed issuers or derivatives, as well as involvement in privately-negotiated structured notes and structured-credit transactions. Counterparties include custodian banks, major brokerage houses and their affiliates. The Company monitors the creditworthiness of the financial institutions with which it conducts business.
Bank debt has exposure to certain types of risk, including interest rate, market, and the potential non-payment of principal and interest as a result of default or bankruptcy of the issuer. Loans are generally subject to prepayment risk, which will affect the maturity of such loans. The consolidated funds may enter into bank debt participation agreements through contractual relationships with a third-party intermediary, causing the consolidated funds to assume the credit risk of both the borrower and the intermediary.
Certain consolidated funds may invest in real property and real estate-related investments, including commercial mortgage-backed securities (“CMBS”) and real estate loans, that entail substantial inherent risks. There can be no assurance that such investments will increase in value or that significant losses will not be incurred. CMBS are subject to a number of risks, including credit, interest rate, prepayment and market. These risks can be affected by a number of factors, including general economic conditions, particularly those in the area where the related mortgaged properties are located, the level of the borrowers’ equity in the mortgaged properties, and the relative timing and rate of delinquencies and prepayments of mortgage loans bearing a higher rate of interest. Real estate loans include residential or commercial loans that are non-performing at the time of their acquisition or that become non-performing following their acquisition. Non-performing real estate loans may require a substantial amount of workout negotiations or restructuring, which may entail, among other things, a substantial reduction in the interest rate and/or write-down of the principal balance. Moreover, foreclosure on collateral securing one or more real estate loans held by the consolidated funds may be necessary, which may be lengthy and expensive. Residential loans are typically subject to risks associated with the value of the underlying properties, which may be affected by a number of factors including general economic conditions, mortgage qualification standards, local market conditions such as employment levels, the supply of homes, and the safety, convenience and attractiveness of the properties and neighborhoods. Commercial loans are typically subject to risks associated with the ability of
20
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
the borrower to repay, which may be impacted by general economic conditions, as well as borrower-specific factors including the quality of management, the ability to generate sufficient income to make scheduled principal and interest payments, or the ability to obtain alternative financing to repay the loan.
Certain consolidated funds hold over-the-counter derivatives that may allow counterparties to terminate derivative contracts prior to maturity under certain circumstances, thereby resulting in an accelerated payment of any net liability owed to the counterparty.
Effects of 2024 Restructuring
As a result of the 2024 Restructuring and the deconsolidation of Oaktree Capital I, certain accounts related to Oaktree Capital I are no longer included in the Company’s consolidated financial statements. The effects of the 2024 Restructuring are summarized as follows:
•The Company’s economic interest in Oaktree Capital I is accounted for as an equity method investment, and the Company records its pro-rata share of Oaktree Capital I’s net income as investment income.
•The Company’s incentive income consisted primarily of fees earned from funds managed by Oaktree Capital I. Subsequent to the 2024 Restructuring, the Company no longer earns incentive income. The Company’s proportionate share of incentive income earned by Oaktree Capital I is included as a component of investment income.
•Incentive compensation expense primarily reflected compensation directly related to incentive income. Subsequent to the 2024 Restructuring, the Company no longer recognizes incentive compensation expense, as it no longer earns the corresponding incentive income.
•Certain funds and CLOs that were previously consolidated by Oaktree Capital I are no longer consolidated by the Company.
Reclassifications
Beginning in the third quarter of 2024, investment income (loss) and interest and dividend income have been recorded within revenues and interest expense has been recorded within expenses on the condensed consolidated statements of operations. The Company has reclassified prior period amounts to conform to the current year presentation.
Recent Accounting Developments
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances existing annual income tax disclosures, primarily disaggregation of: (i) effective tax rate reconciliation using both percentages and amounts into specific categories, with further disaggregation by nature and/or jurisdiction of certain categories that meet the threshold of 5% of expected tax; and (ii) income taxes paid (net of refunds received) between federal, state/local and foreign, with further disaggregation by jurisdiction if 5% or more of total income taxes paid (net of refunds received). The ASU also eliminates existing disclosures related to: (a) reasonably possible significant changes in total amount of unrecognized tax benefits within 12 months of reporting date; and (b) cumulative amount of each type of temporary difference for which deferred tax liability has not been recognized (due to exception to recognizing deferred taxes related to subsidiaries and corporate joint ventures). This ASU is effective January 1, 2025, with early adoption permitted in the interim or annual periods. Transition is prospective with the option to apply retrospective application. The Company will adopt the ASU on a prospective basis for its annual income tax disclosures for the year ending December 31, 2025 and does not expect this new guidance to have a material impact.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (subtopic 220-40), which requires disclosure of disaggregation of certain relevant expenses included in the statements of operations on an annual and interim basis. ASU 2024-03 will be effective for our annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028. The amendments must be applied retrospectively, and early adoption is permitted. We are currently evaluating the effects of adoption on our consolidated financial statements.
21
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
3. REVENUES
Prior to the 2024 Restructuring, the Company earned incentive income generated by funds, for which Oaktree Capital I served as general partner. These revenues were affected by economic factors related to the asset class composition of the holdings and the contractual terms such as the basis for calculating the incentive income and investors’ ability to redeem. As a result of the 2024 Restructuring, incentive income is no longer recognized by the Company due to the deconsolidation of Oaktree Capital I. The Company’s proportionate share of incentive income earned by Oaktree Capital I is included as a component of investment income.
Incentive income revenues by fund structure are set forth below.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Incentive Income | |||||||||||||||||||||||
| Closed-end | $ | $ | $ | $ | |||||||||||||||||||
| Evergreen | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Additionally, the Company earns investment income from the investments the Company makes in its investment in Oaktree Capital I, Oaktree funds, third-party funds and other companies. Revenues by investment types are set forth below.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| Investment Income (Loss) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Equity-method investments: | |||||||||||||||||||||||
| Funds | $ | $ | $ | ( | $ | ||||||||||||||||||
| Companies | ( | ( | |||||||||||||||||||||
| Other investments, at fair value | ( | ||||||||||||||||||||||
| Total investment income (loss) | $ | $ | $ | $ | |||||||||||||||||||
4. VARIABLE INTEREST ENTITIES
The Company consolidates VIEs for which Oaktree is the primary beneficiary. VIEs include funds managed by Oaktree and CLOs for which Oaktree acts as collateral manager. The purpose of these VIEs is to provide investment opportunities for investors in exchange for management fees and, in certain cases, performance-based fees. While the investment strategies of the funds and CLOs differ by product, in general the fundamental risks of the funds and CLOs have similar characteristics, including loss of invested capital and reduction or absence of management and performance-based fees. As general partner or collateral manager, respectively, Oaktree generally considers itself the sponsor of the applicable fund or CLO. The Company does not provide performance guarantees and, other than capital commitments, has no financial obligation to provide funding to VIEs.
Consolidated VIEs
As of June 30, 2025 and December 31, 2024, the Company consolidated 2 VIEs through which interests are held in Oaktree Opportunities Fund XI, LP and Oaktree Opportunities Fund XII, L.P. as the Company was the primary beneficiary.
As of June 30, 2025, the assets and liabilities of the 2 consolidated VIEs amounted to $5.1 billion and $1.2 billion, respectively. The assets of these consolidated VIEs primarily consisted of investments in debt and equity securities. The assets of these VIEs may be used only to settle obligations of the same VIE. In addition, there is no
22
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
recourse to the Company for the VIEs’ liabilities. As of June 30, 2025, the Company’s investments in consolidated VIEs had a carrying value of $0.8 billion, which represented its maximum risk of loss as of that date.
Unconsolidated VIEs
The Company held variable interests in certain VIEs in the form of direct equity interests that are not consolidated because it is not the primary beneficiary, inasmuch as its fee arrangements are considered at-market and it does not hold interests in those entities that are considered more than insignificant.
The carrying value of the Company’s investments in VIEs that were not consolidated are shown below.
| Carrying Value as of | |||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| Corporate investments | $ | $ | |||||||||
| Due from affiliates | |||||||||||
| Maximum exposure to loss | $ | $ | |||||||||
The Company continues to consolidate the respective vehicles through which interests are held in Oaktree Opportunities Fund XI, L.P. and Oaktree Opportunities Fund XII, L.P. as the Company remains the primary beneficiary.
23
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
5. INVESTMENTS
Corporate Investments
Corporate investments consisted of the following:
| As of | |||||||||||
| Corporate Investments | June 30, 2025 | December 31, 2024 | |||||||||
| Equity-method investments: | |||||||||||
| Funds | $ | $ | |||||||||
| Companies | |||||||||||
| Total corporate investments | $ | $ | |||||||||
Equity-method Investments
The Company’s equity-method investments include its investments in funds and companies that are not consolidated, but for which the Company is deemed to have significant influence. The Company’s share of income or loss generated by these investments is recorded within investment income in the condensed consolidated statements of operations. The Company’s equity-method investments in Oaktree funds principally reflect the Company’s general partner interests in those funds, which typically do not exceed 2.5 % in each fund. The Oaktree funds are investment companies that follow a specialized basis of accounting established by GAAP. In connection with the 2024 Restructuring, the Company determined that it is no longer the primary beneficiary of Oaktree Capital I and deconsolidated the entity, which is accounted for as an equity method investment beginning with the third quarter of 2024.
On June 27, 2023, the Company entered into a contribution agreement with Brookfield Corporate Treasury Ltd. and acquired the equity ownership in certain entities which beneficially own shares in Brookfield Real Estate Income Trust. The Company accounted for the acquired interests as equity method investments with fair value election. The fair value option has been elected to simplify the accounting for the investment in OCG NTR Holdings, LLC, a wholly owned subsidiary of the Company (“NTR”). Changes in the fair value and cash dividends received from the investment in NTR are included in investment income. During the six months ended June 30, 2025 and 2024, the Company recognized an equity investment loss of $3.8 million and $16.6 million. Please refer to note 14 for the detailed description of the transaction.
Each reporting period, the Company evaluates each of its equity-method investments to determine if any are considered significant, as defined by the SEC. As of June 30, 2025, or for the six months ended June 30, 2025, the Company determined Oaktree Capital I met the significance criteria. No other no individual equity method investment met the significance criteria.
Summarized financial information of Oaktree Capital I is set forth below.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| Statements of Operations | 2025 | 2025 | |||||||||||||||||||||
| Revenues / investment income | $ | $ | |||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Other expenses | ( | ( | |||||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | ( | ||||||||||||||||||||||
Net income | $ | $ | |||||||||||||||||||||
24
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
Summarized financial information of the Company’s remaining equity-method investments is set forth below.
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| Statements of Operations | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues / investment income | $ | $ | $ | $ | |||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other expenses | ( | ( | ( | ( | |||||||||||||||||||
| Net realized and unrealized gain (loss) on investments | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
For the three and six months ended June 30, 2024, the equity investments presented in the table above include equity investments held by Oaktree Capital I, which was deconsolidated as of July 1, 2024.
Other Investments, at Fair Value
Other investments, at fair value has primarily consisted of (a) investments in certain Oaktree and non-Oaktree funds, (b) noninvestment grade debt securities, (c) equities received as part of our sponsorship of SPACs and (d) derivatives utilized to hedge the Company’s exposure to investment income earned from its funds.
The following table summarizes net gains (losses) attributable to the Company’s other investments at fair value:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Realized gain (loss) | $ | $ | $ | $ | |||||||||||||||||||
| Net change in unrealized gain (loss) | ( | ||||||||||||||||||||||
| Total gain (loss) | $ | $ | ( | $ | $ | ||||||||||||||||||
Subsequent to the 2024 Restructuring, with the deconsolidation of Oaktree Capital I, the Company no longer holds any other investments at fair value.
25
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
Investments of Consolidated Funds
Investments, at Fair Value
Investments held and securities sold short by the consolidated funds are summarized below:
| Fair Value as of | Fair Value as a Percentage of Investments of Consolidated Funds as of | ||||||||||||||||||||||
| Investments | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||
| United States: | |||||||||||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| Communication services | $ | $ | % | % | |||||||||||||||||||
| Consumer discretionary | |||||||||||||||||||||||
| Consumer staples | |||||||||||||||||||||||
| Energy | |||||||||||||||||||||||
| Financials | |||||||||||||||||||||||
| Health care | |||||||||||||||||||||||
| Industrials | |||||||||||||||||||||||
| Information technology | |||||||||||||||||||||||
| Materials | |||||||||||||||||||||||
| Real estate | |||||||||||||||||||||||
| Utilities | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
Total debt securities (cost: $ | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Communication services | |||||||||||||||||||||||
| Consumer discretionary | |||||||||||||||||||||||
| Consumer Staples | |||||||||||||||||||||||
| Energy | |||||||||||||||||||||||
| Financials | |||||||||||||||||||||||
| Health care | |||||||||||||||||||||||
| Industrials | |||||||||||||||||||||||
| Information technology | |||||||||||||||||||||||
| Real estate | |||||||||||||||||||||||
| Utilities | |||||||||||||||||||||||
Total equity securities (cost: $ | |||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||
| Real estate | |||||||||||||||||||||||
Total real estate securities (cost: $ | |||||||||||||||||||||||
26
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
| Fair Value as of | Fair Value as a Percentage of Investments of Consolidated Funds as of | ||||||||||||||||||||||
| Investments | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||
| Europe: | |||||||||||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| Communication services | $ | $ | % | % | |||||||||||||||||||
| Health care | |||||||||||||||||||||||
| Industrials | |||||||||||||||||||||||
| Materials | |||||||||||||||||||||||
| Real estate | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
Total debt securities (cost: $ | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Communication Services | |||||||||||||||||||||||
| Consumer discretionary | |||||||||||||||||||||||
| Materials | |||||||||||||||||||||||
| Financials | |||||||||||||||||||||||
| Industrials | |||||||||||||||||||||||
| Real estate | |||||||||||||||||||||||
Total equity securities (cost: $ | |||||||||||||||||||||||
| Real estate: | |||||||||||||||||||||||
| Consumer Discretionary | |||||||||||||||||||||||
| Real estate | |||||||||||||||||||||||
Total real estate securities (cost: $ | |||||||||||||||||||||||
| Asia and other: | |||||||||||||||||||||||
| Debt securities: | |||||||||||||||||||||||
| Consumer discretionary | |||||||||||||||||||||||
| Consumer staples | |||||||||||||||||||||||
| Energy | |||||||||||||||||||||||
| Materials | |||||||||||||||||||||||
| Real estate | |||||||||||||||||||||||
Total debt securities (cost: $ | |||||||||||||||||||||||
27
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
| Fair Value as of | Fair Value as a Percentage of Investments of Consolidated Funds as of | ||||||||||||||||||||||
| Investments | June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||
| Asia and other: | |||||||||||||||||||||||
| Equity securities: | |||||||||||||||||||||||
| Consumer discretionary | $ | $ | % | % | |||||||||||||||||||
| Financials | — | — | |||||||||||||||||||||
| Industrials | |||||||||||||||||||||||
| Real estate | |||||||||||||||||||||||
| Utilities | |||||||||||||||||||||||
Total equity securities (cost: $ | |||||||||||||||||||||||
| Total debt securities | |||||||||||||||||||||||
| Total equity securities | |||||||||||||||||||||||
| Total real estate | |||||||||||||||||||||||
| Total investments, at fair value | $ | $ | % | % | |||||||||||||||||||
As of June 30, 2025 and December 31, 2024, no 5
Net Gains (Losses) From Investment Activities of Consolidated Funds
Net gains (losses) from investment activities in the condensed consolidated statements of operations consist primarily of realized and unrealized gains and losses on the consolidated funds’ investments (including foreign exchange gains and losses attributable to foreign-denominated investments and related activities) and other financial instruments. Unrealized gains or losses result from changes in the fair value of these investments and other financial instruments. Upon disposition of an investment, unrealized gains or losses are reversed and an offsetting realized gain or loss is recognized in the current period.
28
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
The following table summarizes net gains (losses) from investment activities:
| Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | ||||||||||||||||||||
Investments and other financial instruments | $ | $ | $ | $ | ( | ||||||||||||||||||
CLO liabilities (1) | |||||||||||||||||||||||
Foreign-currency forward contracts (2) | ( | ( | |||||||||||||||||||||
Total return and interest rate swaps (2) | ( | ||||||||||||||||||||||
Options and futures (2) | ( | ( | |||||||||||||||||||||
Commodity swaps (2) | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Six months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | ||||||||||||||||||||
Investments and other financial instruments | $ | $ | ( | $ | ( | $ | |||||||||||||||||
CLO liabilities (1) | |||||||||||||||||||||||
Foreign-currency forward contracts (2) | ( | ( | |||||||||||||||||||||
Total return and interest rate swaps (2) | ( | ||||||||||||||||||||||
Options and futures (2) | ( | ||||||||||||||||||||||
Commodity swaps (2) | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ||||||||||||||||||
(1) Represents the net change in the fair value of CLO liabilities based on the more observable fair value of CLO assets, as measured under the CLO measurement guidance. Please see note 2 for more information.
29
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
6. FAIR VALUE
Fair Value of Financial Assets and Liabilities
The Company’s other financial assets by fair-value hierarchy level are set forth below. There were no other financial liabilities as of June 30, 2025 and December 31, 2024.
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Level I | Level II | Level III | Total | Level I | Level II | Level III | Total | ||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
| Corporate investments | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments Held By Consolidated Funds
The short-term nature of cash and cash-equivalents held at the consolidated funds causes their carrying value to approximate fair value. The fair value of cash-equivalents is a Level I valuation. Derivatives may relate to a mix of Level I, II or III investments, and therefore their fair-value hierarchy level may not correspond to the fair-value hierarchy level of the economically hedged investment. The table below summarizes the investments and other financial instruments of the consolidated funds by fair-value hierarchy level:
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Level I | Level II | Level III | Total | Level I | Level II | Level III | Total | ||||||||||||||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||||||||||||||
Investments: | |||||||||||||||||||||||||||||||||||||||||||||||
Corporate debt – bank debt | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Corporate debt – all other | |||||||||||||||||||||||||||||||||||||||||||||||
Equities – common stock | |||||||||||||||||||||||||||||||||||||||||||||||
Equities – preferred stock | |||||||||||||||||||||||||||||||||||||||||||||||
Real estate | |||||||||||||||||||||||||||||||||||||||||||||||
Total investments | |||||||||||||||||||||||||||||||||||||||||||||||
Derivatives: | |||||||||||||||||||||||||||||||||||||||||||||||
Foreign-currency forward contracts | |||||||||||||||||||||||||||||||||||||||||||||||
| Swaps | |||||||||||||||||||||||||||||||||||||||||||||||
Total derivatives (1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||||||||||||||
Derivatives: | |||||||||||||||||||||||||||||||||||||||||||||||
Foreign-currency forward contracts | $ | $ | ( | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||
| Swaps | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Options and futures | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
Total derivatives (3) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
Total liabilities | $ | $ | ( | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||
(1) Amounts are included in derivative assets under “assets of consolidated funds” in the condensed consolidated statements of financial condition.
(2) Amounts are included in derivative liabilities under “liabilities of consolidated funds” in the condensed consolidated statements of financial condition.
30
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
The following tables set forth a summary of changes in the fair value of Level III investments:
| Corporate Debt – Bank Debt | Corporate Debt – All Other | Equities – Common Stock | Equities – Preferred Stock | Real Estate | Swaps | Total | ||||||||||||||||||||||||||||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Transfers into Level III | ||||||||||||||||||||||||||||||||||||||||||||
| Transfers out of Level III | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Purchases | ( | |||||||||||||||||||||||||||||||||||||||||||
| Sales | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Realized gain (losses), net | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
| Unrealized appreciation (depreciation), net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Three months ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Transfers into Level III | $ | |||||||||||||||||||||||||||||||||||||||||||
Transfers out of Level III | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||
| Purchases | $ | |||||||||||||||||||||||||||||||||||||||||||
| Sales | ( | ( | ( | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||
Realized gain (losses), net | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Unrealized appreciation (depreciation), net | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
31
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
| Corporate Debt – Bank Debt | Corporate Debt – All Other | Equities – Common Stock | Equities – Preferred Stock | Real Estate | Swaps | Total | ||||||||||||||||||||||||||||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Transfers into Level III | ||||||||||||||||||||||||||||||||||||||||||||
| Transfers out of Level III | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Purchases | ||||||||||||||||||||||||||||||||||||||||||||
| Sales | ( | ( | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Realized gain (losses), net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Unrealized appreciation (depreciation), net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| $ | ( | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Six months ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
Initial consolidation of funds | ||||||||||||||||||||||||||||||||||||||||||||
Transfers into Level III | ||||||||||||||||||||||||||||||||||||||||||||
Transfers out of Level III | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Purchases | ||||||||||||||||||||||||||||||||||||||||||||
| Sales | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Realized gain (losses), net | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||
Unrealized appreciation (depreciation), net | ( | |||||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||
Total realized and unrealized gains and losses recorded for Level III investments are included in net realized gain on consolidated funds’ investments or net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations.
Transfers out of Level III are generally attributable to certain investments that experienced a more significant level of market trading activity or completed an initial public offering during the respective period and thus were valued using observable inputs. Transfers into Level III typically reflect either investments that experienced a less significant level of market trading activity during the period or portfolio companies that undertook restructurings or bankruptcy proceedings and thus were valued in the absence of observable inputs.
32
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
The following table sets forth a summary of the valuation techniques and quantitative information utilized in determining the fair value of the consolidated funds’ Level III investments as of June 30, 2025:
| Investment Type | Fair Value | Valuation Technique | Significant Unobservable Inputs (1)(2) | Range | Weighted Average (3) | |||||||||||||||||||||||||||
| Credit-oriented investments: | ||||||||||||||||||||||||||||||||
Consumer discretionary: | $ | Discounted cash flow (4) | Discount rate | |||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Multiple of underlying assets (9) | |||||||||||||||||||||||||||||||
Expected Recovery (11) | Not applicable | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Energy | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | ||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Discounted cash flow (4) | Discount rate | |||||||||||||||||||||||||||||||
| Financials | Market approach (comparable companies) (7) | Multiple of underlying assets (9) | ||||||||||||||||||||||||||||||
Discounted cash flow (6) | Discount rate | |||||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Expected Recovery (11) | Not applicable | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Industrials | Discounted cash flow (6) | Discount rate | ||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Earnings multiple (10) | |||||||||||||||||||||||||||||||
| ( | Recent market information (5) | Quoted prices | Not applicable | Not applicable | ||||||||||||||||||||||||||||
Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Real estate | Recent market information (7) | Quoted prices | Not applicable | Not applicable | ||||||||||||||||||||||||||||
Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Expected Recovery (11) | Not applicable | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Discounted cash flow (6) | Discount rate | |||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Multiple of underlying assets (9) | |||||||||||||||||||||||||||||||
| Utilities | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | ||||||||||||||||||||||||||||
| Other: | Recent market information (5) | Quoted prices | Not applicable | Not applicable | ||||||||||||||||||||||||||||
Discounted cash flow (6) | Discount rate | |||||||||||||||||||||||||||||||
Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Earnings multiple (10) | |||||||||||||||||||||||||||||||
Expected Recovery (11) | Not applicable | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Revenue multiple (8) | |||||||||||||||||||||||||||||||
| Equity investments: | ||||||||||||||||||||||||||||||||
Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Discounted cash flow (6) | Discount rate | |||||||||||||||||||||||||||||||
Discounted cash flow (6) / market approach (comparable companies) (7) | Discount rate | |||||||||||||||||||||||||||||||
Earnings multiple (10) | ||||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Earnings multiple (10) | |||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Revenue multiple (8) | |||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Multiple of underlying assets (9) | |||||||||||||||||||||||||||||||
Expected Recovery (11) | Not applicable | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Black Scholes (12) | Not applicable | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Real estate-oriented investments: | ||||||||||||||||||||||||||||||||
Consumer discretionary: | Discounted cash flow (6) | Discount rate | ||||||||||||||||||||||||||||||
Real estate: | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | ||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Multiple of underlying assets (9) | |||||||||||||||||||||||||||||||
Discounted cash flow (6) | Discount rate | |||||||||||||||||||||||||||||||
| Total Level III investments | $ | |||||||||||||||||||||||||||||||
33
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
The following table sets forth a summary of the valuation techniques and quantitative information utilized in determining the fair value of the consolidated funds’ Level III investments as of December 31, 2024:
| Investment Type | Fair Value | Valuation Technique | Significant Unobservable Inputs (1)(2) | Range | Weighted Average (3) | |||||||||||||||||||||||||||
Credit-oriented investments: | ||||||||||||||||||||||||||||||||
| Communication services | $ | Discounted cash flow (6) | Discount rate | |||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| ( | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | ||||||||||||||||||||||||||||
Energy | Discounted cash flow (6) | Discount rate | ||||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Revenue multiple (8) | |||||||||||||||||||||||||||||||
| Financials | Discounted cash flow (6) | Discount rate | ||||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Multiple of underlying assets (9) | |||||||||||||||||||||||||||||||
| Expected Recovery (11) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Earnings multiple (10) | |||||||||||||||||||||||||||||||
| Industrials | Discounted cash flow (6) | Discount rate | ||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Earnings multiple (10) | |||||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Materials | Discounted cash flow (6) | Discount rate | ||||||||||||||||||||||||||||||
Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Real estate | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | ||||||||||||||||||||||||||||
Discounted cash flow (6) | Discount rate | |||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Multiple of underlying assets (9) | |||||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Other | Recent market information (5) | Quoted prices | Not applicable | Not applicable | ||||||||||||||||||||||||||||
Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Earnings multiple (10) | |||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Revenue multiple (8) | |||||||||||||||||||||||||||||||
Discounted cash flow (6) | Discount rate | |||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Multiple of underlying assets (9) | |||||||||||||||||||||||||||||||
| Equity investments: | ||||||||||||||||||||||||||||||||
Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Multiple of underlying assets (9) | |||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Earnings multiple (10) | |||||||||||||||||||||||||||||||
Discounted cash flow (6) | Discount rate | |||||||||||||||||||||||||||||||
Market approach (comparable companies) (7) | Revenue multiple (8) | |||||||||||||||||||||||||||||||
Discounted cash flow (6) / Market approach (comparable companies) (7) | Discount rate | |||||||||||||||||||||||||||||||
Earnings multiple (10) | ||||||||||||||||||||||||||||||||
Recent market information (5) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Expected Recovery (11) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Black Scholes (12) | Quoted prices | Not applicable | Not applicable | |||||||||||||||||||||||||||||
| Real estate-oriented: | ||||||||||||||||||||||||||||||||
| Consumer discretionary | Discounted cash flow (6) | Discount rate | ||||||||||||||||||||||||||||||
| Real estate: | Discounted cash flow (6) | Discount rate | ||||||||||||||||||||||||||||||
| Total Level III investments | $ | |||||||||||||||||||||||||||||||
34
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
(1) The discount rate is the significant unobservable input used in the fair-value measurement of performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments and real estate loan portfolios. An increase (decrease) in the discount rate would result in a lower (higher) fair-value measurement.
(2) Multiple of either earnings or underlying assets is the significant unobservable input used in the market approach for the fair-value measurement of distressed credit-oriented investments, credit-oriented investments in which the consolidated funds have a controlling interest in the underlying issuer, equity investments and certain real estate-oriented investments. An increase (decrease) in the multiple would result in a higher (lower) fair-value measurement.
(3) The weighted average is based on the fair value of the investments included in the range.
(4) Certain investments are valued based on recent transactions, generally defined as investments purchased or sold within six months of the valuation date. The fair value may also be based on a pending transaction expected to close after the valuation date.
(5) Certain investments are valued using vendor prices or broker quotes for the subject or similar securities. Generally, investments valued in this manner are classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions.
(6) A discounted cash-flow method is generally used to value performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments, real estate-oriented investments and real estate loan portfolios.
(7) A market approach is generally used to value distressed investments and investments in which the consolidated funds have a controlling interest in the underlying.
(8) Revenue multiples are based on comparable public companies and transactions with comparable companies. The Company typically applies the multiple to trailing twelve-months’ revenue. However, in certain cases other revenue measures, such as pro forma revenue, may be utilized if deemed to be more relevant.
(9) A market approach using the value of underlying assets utilizes a multiple, based on comparable companies, of underlying assets or the net book value of the portfolio company. The Company typically obtains the value of underlying assets from the underlying portfolio company’s financial statements or from pricing vendors. The Company may value the underlying assets by using prices and other relevant information from market transactions involving comparable assets.
(10) Earnings multiples are based on comparable public companies and transactions with comparable companies. The Company typically utilizes multiples of EBITDA; however, in certain cases the Company may use other earnings multiples believed to be most relevant to the investment. The Company typically applies the multiple to trailing twelve-months’ EBITDA. However, in certain cases other earnings measures, such as pro forma EBITDA, may be utilized if deemed to be more relevant.
(11) Certain investments are valued based on expected recovery, generally representing the estimated value that can be recovered in the event of liquidation or winding down.
(12) The fair value of options/warrants is estimated using the Black-Scholes-Merton valuation model. The company uses the following methods to determine the underlying assumptions: expected volatilities are based on the historical and implied volatilities of comparable companies or the subject company if the subject company is publicly traded; expected term is based on the shorter of the expected hold period for the option or the contractual term; and the risk-free rate is based on the yields on U.S. Treasury bills or bonds issued with similar terms to the expected term of the option.
A significant amount of judgment may be required when using unobservable inputs, including assessing the accuracy of source data and the results of pricing models. The Company assesses the accuracy and reliability of the sources it uses to develop unobservable inputs. These sources may include third-party vendors that the Company believes are reliable and commonly utilized by other marketplace participants. As described in note 2, other factors beyond the unobservable inputs described above may have a significant impact on investment valuations.
35
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
7. DERIVATIVES AND HEDGING
Realized and unrealized gains and losses arising from freestanding derivatives were recorded in the condensed consolidated statements of operations as follows:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Investment income (loss) | $ | $ | $ | $ | |||||||||||||||||||
General and administrative expense (1) | ( | ( | |||||||||||||||||||||
Total gain (loss) | $ | $ | $ | $ | |||||||||||||||||||
(1) To the extent that the Company’s freestanding derivatives are utilized to hedge its foreign-currency exposure to investment income earned from consolidated funds, the related hedged items are eliminated in consolidation, with the derivative impact (a positive number reflects a reduction in expenses) reflected in consolidated general and administrative expense.
Subsequent to the 2024 Restructuring, with the deconsolidation of Oaktree Capital I, the Company no longer holds any freestanding derivatives.
Derivatives Held By Consolidated Funds
Certain consolidated funds utilize derivatives in their ongoing investment operations. These derivatives primarily consist of foreign-currency forward contracts and options utilized to manage currency risk, interest-rate swaps to hedge interest-rate risk, options and futures used to hedge certain exposures for specific securities, and total-return swaps utilized mainly to obtain exposure to leveraged loans or to participate in foreign markets not readily accessible. The primary risk exposure for options and futures is price, while the primary risk exposure for total-return swaps is credit. None of the derivative instruments are accounted for as a hedging instrument utilizing hedge accounting.
The fair value of derivatives held by the consolidated funds consisted of the following:
| Assets | Liabilities | ||||||||||||||||||||||
| Notional | Fair Value | Notional | Fair Value | ||||||||||||||||||||
As of June 30, 2025 | |||||||||||||||||||||||
| Foreign-currency forward contracts | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Total-return and interest-rate and credit default swaps | |||||||||||||||||||||||
| Options and futures | ( | ( | |||||||||||||||||||||
Total | $ | $ | $ | ( | $ | ( | |||||||||||||||||
As of December 31, 2024 | |||||||||||||||||||||||
| Foreign-currency forward contracts | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| Total-return and interest-rate and credit default swaps | ( | ( | |||||||||||||||||||||
| Options and futures | ( | ( | |||||||||||||||||||||
Total | $ | $ | $ | ( | $ | ( | |||||||||||||||||
36
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
The impact of derivatives held by the consolidated funds in the condensed consolidated statements of operations was as follows:
| Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | ||||||||||||||||||||
Foreign-currency forward contracts | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Total-return and interest-rate and credit default swaps | ( | ||||||||||||||||||||||
| Options and futures | ( | ( | |||||||||||||||||||||
| Commodity swaps | ( | ||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | $ | ( | ||||||||||||||||
| Six months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | ||||||||||||||||||||
Foreign-currency forward contracts | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Total-return and interest-rate and credit default swaps | ( | ||||||||||||||||||||||
| Options and futures | ( | ||||||||||||||||||||||
| Commodity swaps | ( | ||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ||||||||||||||||||
Balance Sheet Offsetting
The Company recognizes all derivatives as assets or liabilities at fair value in its condensed consolidated statements of financial condition. In connection with its derivative activities, the Company generally enters into agreements subject to enforceable master netting arrangements that allow the Company to offset derivative assets and liabilities in the same currency by specific derivative type or, in the event of default by the counterparty, to offset derivative assets and liabilities with the same counterparty. While these derivatives are eligible to be offset in accordance with applicable accounting guidance, the Company has elected to present derivative assets and liabilities based on gross fair value in its condensed consolidated statements of financial condition. The table below sets forth the setoff rights and related arrangements associated with derivatives held by the Company. The “gross amounts not offset in statements of financial condition” columns represent derivatives that management has elected not to offset in the condensed consolidated statements of financial condition even though they are eligible to be offset in accordance with applicable accounting guidance.
37
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
| Gross Amounts of Assets (Liabilities) Presented | Gross Amounts Not Offset in Statements of Financial Condition | Net Amount | |||||||||||||||||||||
| As of June 30, 2025 | Derivative Assets (Liabilities) | Cash Collateral Received (Pledged) | |||||||||||||||||||||
| Derivative Assets: | |||||||||||||||||||||||
| Derivative assets of consolidated funds: | |||||||||||||||||||||||
Foreign-currency forward contracts | $ | $ | $ | $ | |||||||||||||||||||
| Total-return and interest-rate and credit default swaps | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Derivative Liabilities: | |||||||||||||||||||||||
| Derivative liabilities of consolidated funds: | |||||||||||||||||||||||
Foreign-currency forward contracts | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Options and futures | ( | ( | |||||||||||||||||||||
| Total | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Gross Amounts of Assets (Liabilities) Presented | Gross Amounts Not Offset in Statements of Financial Condition | Net Amount | |||||||||||||||||||||
| As of December 31, 2024 | Derivative Assets (Liabilities) | Cash Collateral Received (Pledged) | |||||||||||||||||||||
| Derivative Assets: | |||||||||||||||||||||||
| Derivative assets of consolidated funds: | |||||||||||||||||||||||
Foreign-currency forward contracts | $ | $ | $ | $ | |||||||||||||||||||
| Total-return and interest-rate and credit default swaps | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Derivative Liabilities: | |||||||||||||||||||||||
| Derivative liabilities of consolidated funds: | |||||||||||||||||||||||
| Foreign-currency forward contracts | $ | ( | $ | $ | $ | ( | |||||||||||||||||
| Total-return and interest-rate and credit default swaps | ( | ( | |||||||||||||||||||||
Options and futures | ( | ( | |||||||||||||||||||||
| Total | $ | ( | $ | $ | $ | ( | |||||||||||||||||
38
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
8. DEBT OBLIGATIONS AND CREDIT FACILITIES
Debt Obligations of the Consolidated Funds
Certain consolidated funds may maintain revolving credit facilities that are secured by the assets of the fund or may issue senior variable rate notes to fund investments on a longer term basis, generally up to ten years . The obligations of the consolidated funds are nonrecourse to the Company.
The consolidated funds had the following debt obligations outstanding:
| Outstanding Amount as of | Key terms as of June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Credit Agreement | June 30, 2025 | December 31, 2024 | Facility Capacity | Effective Interest Rate | Weighted Average Remaining Maturity (years) | Commitment Fee Rate | L/C Fee | ||||||||||||||||||||||||||||||||||
Revolving credit facilities (1) | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Less: Debt issuance costs | ( | ( | |||||||||||||||||||||||||||||||||||||||
Total debt obligations, net (2) | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1) The credit facility capacity is calculated on a pro rata basis using fund commitments as of June 30, 2025.
(2) Debt issuance costs are included in other assets as of June 30, 2025 and December 31, 2024.
The carrying value of the revolving credit facilities approximated fair value due to recent issuance. Financial instruments that are valued using quoted prices for the security or similar securities are generally classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions.
Following the 2024 Restructuring, with the deconsolidation of Oaktree Capital I, which acts as or controls the general partner of certain Oaktree funds and which holds a majority of Oaktree’s investments in its funds, the debt obligations of the funds consolidated by Oaktree Capital I are accounted for as part of the equity investment in Oaktree Capital I.
39
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
9. NON-CONTROLLING REDEEMABLE INTERESTS IN CONSOLIDATED FUNDS
The following table sets forth a summary of changes in the non-controlling redeemable interests in the consolidated funds. Dividends reinvested and in-kind contributions or distributions are non-cash in nature and have been presented on a gross basis in the table below.
| Six months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Beginning balance | $ | $ | |||||||||
| Deconsolidation of funds | ( | ||||||||||
| Contributions | |||||||||||
| Distributions | ( | ( | |||||||||
| Net income | |||||||||||
| Foreign currency translation and other, net | ( | ||||||||||
| Ending balance | $ | $ | |||||||||
10. UNITHOLDERS’ CAPITAL
Unitholders’ capital reflects the economic interests attributable to Class A unitholders, preferred unitholders, non-controlling interests in consolidated subsidiaries and non-controlling interests in consolidated funds. Non-controlling interests in consolidated subsidiaries represent the portion of unitholders’ capital attributable to the OCGH non-controlling interest and third parties. The OCGH non-controlling interest is determined at the Oaktree Operating Group level, after giving effect to distributions, if any, attributable to the preferred unitholders, based on the proportionate share of Oaktree Operating Group units held by the OCGH unitholders. Certain expenses, such as income taxes and related administrative expenses of Brookfield Oaktree Holdings, LLC and the holding companies through which the Company holds interests in Oaktree Capital I, are solely attributable to the Class A unitholders.
As of June 30, 2025 and December 31, 2024, OCGH units represented 41,507,959 of the total 160,340,279 Oaktree Operating Group units and 43,822,210 of the total 160,195,444 Oaktree Operating Group units, respectively.
Preferred Unit Issuances
On May 17, 2018, the Company issued 7,200,000 of its 6.625 % Series A preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $173.7 million in net proceeds to the Company. Distributions on the Series A preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. The first distribution was paid on September 17, 2018. Distributions on the Series A preferred units are non-cumulative.
On August 9, 2018, the Company issued 9,400,000 of its 6.550 % Series B preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $226.9 million in net proceeds to the Company. Distributions on the Series B preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. The first distribution was paid on December 17, 2018. Distributions on the Series B preferred units are non-cumulative.
40
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
Unless distributions have been declared and paid or declared and set apart for payment on the preferred units for a quarterly distribution period, during the remainder of that distribution period the Company may not repurchase any common units or any other units that are junior in rank, as to the payment of distributions, to the preferred units and the Company may not declare or pay or set apart payment for distributions on any common units or junior units for the remainder of that distribution period, other than certain Permitted Distributions (as defined in the unit designation related to the applicable preferred units (each, the “Preferred Unit Designation”)).
The Company may redeem, at its option, out of funds legally available, at any time, in whole or in part, the Series A preferred units or the Series B preferred units, at a price of $25.00 per preferred unit plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the preferred units have no right to require the redemption of the preferred units.
The preferred units are not convertible into Class A units or any other class or series of the Company’s interests or any other security. Holders of the preferred units do not have any of the voting rights given to holders of our Class A units, except that holders of the preferred units are entitled to certain voting rights under certain conditions.
The following table sets forth a summary of weighted average units outstanding of the OCGH and other non-controlling interests and the Class A unitholders:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Weighted average Oaktree Operating Group units outstanding (in thousands): | |||||||||||||||||||||||
OCGH and other non-controlling interests | |||||||||||||||||||||||
| Class A unitholders | |||||||||||||||||||||||
| Total weighted average units outstanding | |||||||||||||||||||||||
Please see notes 9 and 11 for additional information regarding transactions that impacted unitholders’ capital.
11. EARNINGS PER UNIT
The computation of net income per Class A unit is set forth below:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except per unit amounts) | |||||||||||||||||||||||
Net income per Class A unit (basic and diluted): | |||||||||||||||||||||||
Net income attributable to BOH Class A unitholders | $ | $ | $ | $ | |||||||||||||||||||
Weighted average number of Class A units outstanding (basic and diluted) | |||||||||||||||||||||||
Basic and diluted net income (net of tax) per Class A unit | $ | $ | $ | $ | |||||||||||||||||||
OCGH units are not exchangeable into Class A units. As the restrictions set forth in the then-current exchange agreement were in place for each applicable reporting period, OCGH units were not included in the computation of diluted earnings per unit for the three and six months ended June 30, 2025 and 2024.
As a result of the 2024 Restructuring, earnings attributable to Oaktree Capital I are reflected in
the Company's investment income for periods beginning in the third quarter of 2024.
41
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
12. INCOME TAXES AND RELATED PAYMENTS
The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the relevant tax authorities. With limited exceptions, the Company is no longer subject to income tax audits by taxing authorities for periods before 2022. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to its tax examinations and that any settlements related thereto will not have a material adverse effect on the Company’s condensed consolidated financial statements; however, there can be no assurances as to the ultimate outcomes.
13. COMMITMENTS AND CONTINGENCIES
In the normal course of business, Oaktree enters into contracts that contain certain representations, warranties and indemnifications. The Company’s exposure under these arrangements would involve future claims that have not yet been asserted. Inasmuch as no such claims currently exist or are expected to arise, the Company has not accrued any liability in connection with these indemnifications.
Legal Actions
Oaktree, its affiliates, investment professionals, and portfolio companies are routinely involved in litigation and other legal actions in the ordinary course of their business and investing activities. In addition, Oaktree is subject to the authority of a number of U.S. and non-U.S. regulators, including the SEC and the Financial Industry Regulatory Authority, and those authorities periodically conduct examinations of Oaktree and make other inquiries that may result in the commencement of regulatory proceedings against Oaktree and its personnel. The Company and Oaktree are currently not subject to any pending actions or regulatory proceedings that either individually or in the aggregate are expected to have a material impact on the Company’s condensed consolidated financial statements.
Commitments to Funds
As of June 30, 2025 and December 31, 2024, the Company had undrawn capital commitments of $112.5 577.3 million and $696.7 million, respectively, in its capacity as a limited partner in Opps XII (Opps XI and Opps XII as defined in note 14).
Investment Commitments of the Consolidated Funds
Certain of the consolidated funds are parties to credit arrangements that provide for the issuance of letters of credit and/or revolving loans, which may require the particular fund to extend loans to investee companies. The consolidated funds use the same investment criteria in making these commitments as they do for investments that are included in the condensed consolidated statements of financial condition. The unfunded liability associated with these credit arrangements is equal to the amount by which the contractual loan commitment exceeds the sum of funded debt and cash held in escrow, if any. As of June 30, 2025 and December 31, 2024, the consolidated funds had total outstanding debt commitments of $357.4 million and $327.1 million respectively. As of June 30, 2025 and December 31, 2024, the consolidated funds had potential unfunded investment commitments of $430.5 million and $411.4 million respectively.
A consolidated fund may agree to guarantee the repayment obligations of certain investee companies. As of June 30, 2025 and December 31, 2024, there were no guaranteed amounts under such arrangements.
Certain consolidated funds are investment companies that are required to disclose financial support provided or contractually required to be provided to any of their portfolio companies. During the six months ended June 30, 2025 and June 30, 2024, the consolidated funds did not provide any financial support to portfolio companies.
42
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
14. RELATED-PARTY TRANSACTIONS
The Company considers its executive officers, employees, if any, and unconsolidated Oaktree funds to be affiliates (as defined in the FASB ASC Master Glossary). Amounts due from and to affiliates are set forth below. The fair value of amounts due from and to affiliates is a Level III valuation and was valued based on a discounted cash-flow analysis. The carrying value of amounts due from and to affiliates approximated fair value due to their short-term nature or because their weighted average interest rate approximated the Company’s cost of debt.
| As of | |||||||||||
| June 30, 2025 | December 31, 2024 | ||||||||||
| Due from affiliates: | |||||||||||
| Payments made on behalf of unconsolidated entities | $ | $ | |||||||||
| Total due from affiliates | $ | $ | |||||||||
| Due to affiliates: | |||||||||||
| Amounts due to unconsolidated entities | $ | $ | |||||||||
| Total due to affiliates | $ | $ | |||||||||
Payments made on behalf of unconsolidated entities
In the normal course of business, the Company advances certain expenses on behalf of Oaktree funds. Amounts advanced on behalf of consolidated funds are eliminated in consolidation.
Revenues Earned From Oaktree Funds
Subsequent to the 2024 Restructuring, incentive income is no longer recognized by the Company due to the deconsolidation of Oaktree Capital I. The Company’s proportionate share of incentive income earned by Oaktree Capital I is included as a component of investment income.
Incentive income earned from unconsolidated funds totaled $2.2 million and $117.5 million for the three and six months ended June 30, 2024, respectively.
Special Allocations
Certain executive officers of the Company receive special allocations based on a percentage of profits of the Oaktree Operating Group. These special allocations are made on a current basis for so long as the executive officers remain senior executives of the Company, with limited exceptions.
Administrative Services
The Company is party to the Services Agreement with OCM. Pursuant to the Services Agreement, OCM provides administrative services to the Company necessary for the operations of the Company, which include providing office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as OCM, subject to review by the Company’s board of directors, shall from time to time deem to be necessary or useful to perform its obligations under the Services Agreement. OCM may, on behalf of the Company, conduct relations and negotiate agreements with custodians, trustees, depositories, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
OCM is responsible for the financial and other records that the Company is required to maintain and prepares, prints and disseminates reports to the Company’s unitholders and all other materials filed with the SEC. In addition, OCM assists the Company in overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.
On an annual basis the Company reimburses OCM $750,000 of the costs incurred for providing these administrative services. This reimbursement is payable quarterly, in equal installments, and relates to the
43
Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
Company’s allocable portion of overhead and other expenses (facilities and personnel) incurred by OCM in performing its obligations under the Services Agreement. This amount includes the Company’s allocable portion of (i) the rent of the Company’s principal executive offices (which are located in a building owned by a Brookfield affiliate) at market rates and (ii) the costs of compensation and related expenses of various personnel at Oaktree that perform duties for the Company. The Services Agreement may be terminated by either party without penalty upon 90 days’ written notice to the other.
For the three and six months ended June 30, 2025 and 2024, the Company incurred administrative services expense of $0.2 0.4
Investment in Oaktree Opportunities Fund XI
The Company has subscribed for a limited partner interest in, and made a capital commitment of, $750.0 million to Oaktree Opportunities Fund XI, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XI Investment” and such fund entities collectively, “Opps XI”). In order to make the Opps XI Investment, the Company’s sole Class A unitholder, or one of its affiliates, will contribute cash as a capital contribution (the “Opps XI Investment Cash”) as and to the extent required to satisfy the Company’s obligations to Opps XI. The Company will use the Opps XI Investment Cash solely to fund the Opps XI Investment and satisfy its obligations in respect of Opps XI and distributions from the Opps XI Investment are intended solely for the benefit of the Class A unitholder, subject to applicable law. The Company’s preferred unitholders should not rely on distributions received by the Company in respect of the Company’s Opps XI Investment for payment of dividends or redemption of the preferred units. For the six months ended June 30, 2025, the Company did not fund any of its capital commitment. As of June 30, 2025, the Company has funded in the aggregate $637.5 million of the $750.0 million of its capital commitment.
Investment in Oaktree Opportunities Fund XII
On May 22, 2023, the Company subscribed for a limited partner interest in, and made a capital commitment of, $750.0 million to Oaktree Opportunities Fund XII, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XII Investment” and such fund entities collectively, “Opps XII”). Subsequently, the Company made an additional commitment of $46.2 million. In order to make the Opps XII Investment, the Company’s sole Class A unitholder, or one of its affiliates, will contribute cash as a capital contribution (the “Opps XII Investment Cash”) as and to the extent required to satisfy the Company’s obligations to Opps XII. The Company will use the Opps XII Investment Cash solely to fund the Opps XII Investment and satisfy its obligations in respect of Opps XII and distributions from the Opps XII Investment are intended solely for the benefit of the Class A unitholder, subject to applicable law. The Company’s preferred unitholders should not rely on distributions received by the Company in respect of the Company’s Opps XII Investment for payment of distributions on or redemption of the preferred units. For the six months ended June 30, 2025, the Company funded $119.4 million of its capital commitment. As of June 30, 2025, the Company has funded in the aggregate $218.9 million of the $796.2 million of its capital commitment.
Non-Traded REIT
On June 27, 2023, the Company entered into a contribution agreement (the “Treasury Contribution Agreement”) with Brookfield Corporate Treasury Ltd. (“Treasury”). Treasury holds all of the outstanding Class A units of the Company. Pursuant to the Treasury Contribution Agreement, Treasury agreed to contribute to the Company an amount (the “Contributed Amount”) equal to the value of BUSI II GP-C LLC, BUSI II-C L.P., BUSI II SLP-GP LLC and Brookfield REIT OP Special Limited Partner L.P. (collectively, and together with any additional entities that may become direct or indirect subsidiaries of NTR (as defined in Note 5) and that beneficially own shares of Brookfield REIT (as defined below), the “REIT Entities”), including their indirect ownership in Brookfield Real Estate Income Trust Inc., a Maryland corporation (“Brookfield REIT”), as of June 30, 2023, and the Company agreed to contribute the Contributed Amount to NTR, in connection with the Company’s indirect acquisition (the “Acquisition”) of 100 % of the interests in the REIT Entities. An amount of $307.0 million in respect of the Contributed Amount was contributed to the Company on June 27, 2023 (the “Purchase Price”) and a true-up contribution of $13.9 million was made on July 31, 2023 (the “True-Up Payment”). Also on June 27, 2023, the Company entered into a contribution agreement
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Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
(the “NTR Contribution Agreement”) with NTR whereby the Company contributed the Purchase Price to NTR and agreed to make a contribution in an amount equal to the True-Up Payment to NTR, and NTR agreed to use the Contributed Amount in connection with the Acquisition. On June 29, 2023, NTR entered into an agreement of purchase and sale (the “Agreement of Purchase and Sale”) to effect the Acquisition, whereby NTR acquired 100 % of the interests in the REIT Entities from BUSI II NTR Sub LLC in exchange for cash. The Acquisition was completed on June 30, 2023.
As of June 30, 2025, the carrying value of NTR included in corporate investments was $304.1 million.
In connection with the Acquisition, on June 29, 2023, the Company entered into a letter agreement (the “Restructuring Letter Agreement”) with Treasury whereby, among other things, the Company agreed that, notwithstanding any provision of the operating agreement of the Company to the contrary, Treasury will have the right, in its sole and absolute discretion, to make up to $200.0 million of additional capital contributions to the Company to be utilized in connection with the Company’s indirect ownership of Brookfield REIT or any other matters with respect to the operations of NTR and the REIT Entities, and no vote, approval or other authorization will be required in connection with such additional capital contributions. Also on June 29, 2023, the Company entered into a letter agreement (the “Indemnification Letter Agreement”) with BP US REIT LLC (“BP US”) whereby, among other things, BP US agrees to defend, indemnify and hold harmless the Company, its members and the Company’s and such members’ respective officers, directors, employees, agents, successors, and assigns from any third-party claims brought against any of them related to the ownership, management or ongoing operating of the REIT Entities, and any subsidiaries thereof.
SPV Credit Facility
In March 2024, BOH transferred a portion of its indirect interest in Opps XI to newly formed special purpose subsidiary (“SPV I”) and pledged its ownership interest in SPV I as collateral for a non-recourse credit facility of an affiliate. In June 2024, BOH transferred an additional portion of its indirect interest in Opps XI to a newly formed special purpose subsidiary (“SPV II”) and pledged its ownership interest in SPV II as collateral for a second non-recourse credit facility of the affiliate. Subsequently, in June 2025, BOH transferred a portion of its indirect interest in Opps XII to a newly formed special purpose subsidiary (“SPV III”) and pledged its ownership interest in SPV III as collateral to upsize the non-recourse credit facility originally closed in March 2024. While the outstanding borrowings on the facilities are the obligations of the affiliate, the co-borrowers, including SPV I, SPV II and SPV III, have joint and several liability under the credit facilities in the event of default and are required to comply with certain covenants. As of June 30, 2025, BOH’s potential exposure under these arrangements is limited to the carrying value of its pledged interests in SPV I, SPV II and SPV III of $183.5 million, $188.7 million and $102.0 million, respectively.
15. SEGMENT REPORTING
We operate as a single operating segment, which is also our sole reportable segment. The Company’s chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented on a consolidated basis, accompanied by information about our revenue, for purposes of making operating decisions, assessing financial performance and allocating resources. Net income is our primary measure of profit, and all costs and expense categories on our consolidated statements of operations are significant, and are regularly reviewed at a consolidated level by the CODM. The assets attributable to this segment are reflected in the consolidated financial statements.
16. SUBSEQUENT EVENTS
Class A Unit Distribution
A distribution of $0.28 per Class A unit was paid on August 8, 2025 to holders of record at the close of business on August 1, 2025.
Preferred Unit Distributions
A distribution of $0.414063 per Series A preferred unit will be paid on September 15, 2025 to Series A preferred unitholders of record at the close of business on September 1, 2025.
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Brookfield Oaktree Holdings, LLC
Notes to Condensed Consolidated Financial Statements (Unaudited) — (Continued)
June 30, 2025
($ in thousands, except where noted)
A distribution of $0.409375 per Series B preferred unit will be paid on September 15, 2025 to Series B preferred unitholders of record at the close of business on September 1, 2025.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements of Brookfield Oaktree Holdings, LLC and the related notes included within this quarterly report. This discussion contains forward-looking statements that are subject to risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. The factors listed under “Risk Factors” and “Forward-Looking Statements” in this quarterly report and under “Risk Factors” in our annual report provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations described in any forward-looking statements.
Business Overview
Brookfield Oaktree Holdings, LLC holds Credit, Real Estate and Equity investments managed by leading alternative asset management firms Oaktree Capital Management, L.P. and Brookfield Asset Management Ltd. The Company both directly invests in funds and has indirect exposure through its equity method investment in Oaktree Capital I, L.P. (“Oaktree Capital I”), which as of June 30, 2025, represented an approximately 74% economic interest in Oaktree Capital I, which holds a majority of Oaktree’s investments in its funds.
Brookfield Oaktree Holdings, LLC is a Delaware limited liability company that was formed on April 13, 2007 under the name Oaktree Capital Group, LLC. The Company’s ownership and operational structure through June 30, 2025 are the result of certain mergers and restructurings. The Company’s holdings and operations currently primarily represent (i) limited partner investments in certain of Oaktree’s flagship opportunistic credit funds, (ii) its equity method investment in Oaktree Capital I, which as of June 30, 2025, represented an approximately 74% economic interest in Oaktree Capital I, which holds a majority of Oaktree’s investments in its funds, and (iii) an indirect ownership interest in Brookfield Real Estate Income Trust Inc. (“Brookfield REIT”). The Company is the issuer of the Series A and Series B preferred units listed on the NYSE.
See Part I, Item I included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020 for more information regarding the Mergers and the 2019 Restructuring. See Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2022 and Part I, Item I included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 21, 2023 for more information about the 2022 Restructuring. See Item 8.01 of the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2024 for more information about the 2024 Restructuring.
The results of the Company are largely driven by the performance of certain funds and other investments held directly or indirectly by Oaktree Capital I, which is one of the key operating entities of Oaktree, and managed by Oaktree. The distributions to holders of the Series A and Series B preferred units listed on the NYSE are generally serviced by the distributions from Oaktree Capital I, and payments to the preferred unitholders must be satisfied prior to declaration of any distributions to Class A or Class B unitholders, subject to the terms of the Series A and Series B preferred units and certain limitations and exceptions set forth therein.
OCM provides certain administrative and other services relating to the operations of the Company’s business pursuant to the Services Agreement between the Company and OCM.
Business Environment and Developments
The Company and Oaktree are affected by a wide range of factors, including the condition of the global economy and financial markets; the relative attractiveness of Oaktree’s investment strategies and investors’ demand for them; and regulatory or other governmental policies or actions. Global economic conditions can significantly impact the values of fund investments and the ability to make new investments or sell existing investments for these funds. Historically, however, Oaktree’s diversified nature, of both investment strategies and revenue mix, has generally allowed it to benefit from both strong and weak economic environments. Weak economies and the declining financial markets that typically accompany them tend to dampen revenues from asset-based management fees, investment realizations or price appreciation, but their prospect can present opportunities to raise relatively larger amounts of capital for certain strategies, especially opportunistic credit. Additionally, weak financial markets may also present more opportunities for funds to make investments at reduced prices. Conversely, strong financial markets generally increase the value of fund investments, which typically create favorable exit opportunities that enhance the prospect for incentive income and fund-related realized investment income proceeds for Oaktree and enhance the prospect for investment income for us.
The ongoing Russia-Ukraine conflict, including global sanctions imposed on Russia, conflict in the Middle East, and changes in trade policies of the United States and other countries, including the imposition of tariffs and retaliatory tariffs, create continued uncertainty and volatility in the global financial markets and economy and, as a
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result, may adversely impact Oaktree’s businesses and its funds’ and their respective portfolio companies’ business. As of the date of this filing, we are not aware of any material risk to the stability of our condensed consolidated financial statements caused by the Russia-Ukraine conflict, the conflict in the Middle East or changes in U.S. and global trade policies, or the materiality of any effect such uncertainties may have on our business and operations.
There has been significant recent progress and developments in the area of generative artificial intelligence, such as ChatGPT, but the impact to our business of such evolving technology cannot be fully determined at this time.
Understanding Our Results—Consolidation of Oaktree Funds
Generally accepted accounting principles in the United States (“GAAP”) requires us to consolidate entities in which we have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. A limited partnership or similar entity is a variable interest entity (“VIE”) if the unaffiliated limited partners do not have substantive kick-out or participating rights. Most of the Oaktree funds are VIEs because they have not granted unaffiliated limited partners substantive kick-out or participating rights. The Company consolidates those VIEs in which we are the primary beneficiary. For entities that are not VIEs, consolidation is evaluated through a majority voting interest model. Please see note 2 to our condensed consolidated financial statements included elsewhere in this quarterly report for more information.
As a result of the 2024 Restructuring, effected to facilitate the change of the general partner of Oaktree Capital I, the Company no longer indirectly controls Oaktree Capital I. Therefore, Oaktree Capital I was deconsolidated as of July 1, 2024. As such, certain Oaktree funds and CLOs which were consolidated by Oaktree Capital I are no longer consolidated by the Company. The Company continues to consolidate the respective vehicles through which interests are held in Oaktree Opportunities Fund XI, L.P. and Oaktree Opportunities Fund XII, L.P. as the Company remains the primary beneficiary.
Revenues
We earn interest and dividend income which is primarily earned by our consolidated funds from their investment holdings.
Historically, we had the potential to earn incentive income from many of the closed-end funds and certain evergreen funds managed by Oaktree in Oaktree Capital I’s capacity as the general partner of those funds. These closed-end funds generally provided that we received incentive income only after we had returned to Oaktree’s investors all of their contributed capital plus an annual preferred return, typically 8%. Once this occurred, we generally received as incentive income 80% of all distributions otherwise attributable to Oaktree’s investors, and those investors received the remaining 20% until we had received, as incentive income, 20% of all such distributions in excess of the contributed capital from the inception of the fund. Thereafter, all such future distributions attributable to Oaktree’s investors were distributed 80% to those investors and 20% to us as incentive income. As a result of the 2022 Restructuring, we were generally only entitled to earn one-third of the incentive income attributable to Oaktree Capital I in respect of Oaktree’s closed-end funds established in 2022 or later and in respect of incentive income from Oaktree’s evergreen funds earned subsequent to January 1, 2023. We were generally earning 100% of the incentive income attributable to Oaktree Capital I in respect of Oaktree’s closed-end funds established prior to 2022. Subsequent to the 2024 Restructuring, the Company no longer earns incentive income as a result of the deconsolidation of Oaktree Capital I. Rather the economics resulting from Oaktree Capital I’s right to earn incentive income are reflected in the Company’s results through investment income earned from the Company’s equity method investment in Oaktree Capital I, which as of June 30, 2025, represented an approximately 74% interest in Oaktree Capital I.
We earn revenue from investment income, which represents our pro-rata share of income or loss from our investments. Historically, investment income was generally from Oaktree Capital I’s capacity as general partner in Oaktree funds and as an investor in Oaktree’s CLOs and third-party managed funds and companies. Subsequent to the 2024 Restructuring, we no longer earn investment income from the direct fund-related holdings of Oaktree Capital I. Rather the economics resulting from Oaktree Capital I’s investments are reflected in the Company’s investment income earned from the Company’s equity method investment in Oaktree Capital I, which as of June 30, 2025, represented an approximately 74% interest in Oaktree Capital I.
Our consolidated revenues reflect the elimination of all revenues, if any, related to funds that are consolidated by the Company.
Please see “Business—Structure and Operation of Our Business—Structure of Funds” in our annual report for a detailed discussion of the structure of Oaktree funds.
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Expenses
Compensation, General and Administrative Expenses
Compensation has historically primarily reflected compensation expense directly related to incentive income, which generally consists of percentage interests (sometimes referred to as “points” or an allocation of shares received upon the completion of a successful SPAC merger) that are granted to Oaktree investment professionals associated with the particular fund or SPAC that generated the incentive income, and secondarily, compensation directly related to investment income. There was no fixed percentage for the incentive income-related portion of this compensation, either by fund, SPAC or strategy. The percentage that consolidated incentive compensation expense represented of the particular period’s consolidated incentive income may not have been meaningful because incentive income from consolidated funds or SPACs was eliminated in consolidation, whereas no incentive income compensation expense was eliminated in consolidation.
Subsequent to the 2024 Restructuring, the Company no longer earns incentive income as a result of the deconsolidation of Oaktree Capital I, and therefore will no longer record incentive compensation expense. Compensation and benefits following the 2024 Restructuring primarily reflects compensation to the Company’s board of directors.
Subsequent to the 2022 Restructuring, general and administrative expenses generally included costs related to outside auditors, tax professionals, derivative and hedging activity, and other general items related directly to the Company’s operations. Subsequent to the 2024 Restructuring and deconsolidation of Oaktree Capital I, the Company no longer directly incurs costs related to derivative and hedging activity.
Consolidated Fund Expenses
Consolidated fund expenses consist primarily of costs, expenses and fees that are incurred by, or arise out of the operation and activities of or otherwise are related to, our consolidated funds, including, without limitation, travel expenses, professional fees, research and software expenses, insurance, and other costs associated with administering and supporting those funds. Inasmuch as most of these fund expenses are borne by third-party investors, they reduce the investors’ interests in the consolidated funds and have no impact on net income or loss attributable to the Company.
As a result of the 2024 Restructuring, the Company deconsolidated Oaktree Capital I as of July 1, 2024. As such, certain Oaktree funds and CLOs which were consolidated by Oaktree Capital I are no longer consolidated by the Company. The Company continues to consolidate the respective vehicles through which interests are held in Oaktree Opportunities Fund XI, L.P. and Oaktree Opportunities Fund XII, L.P. as the Company remains the primary beneficiary.
Interest Expense
Interest expense has historically primarily reflected the interest expense of the consolidated funds, as well as the interest expense of Oaktree and its operating subsidiaries. Subsequent to the 2022 Restructuring, our financial statements reflected debt obligations, interest expense or related liabilities associated with our operating subsidiary when Oaktree Capital I directly borrowed under Oaktree’s credit agreements, issued private placement notes or entered into another debt arrangement. Subsequent to the 2024 Restructuring, as a result of the deconsolidation of Oaktree Capital I, the Company no longer records interest expense for debt obligations of Oaktree Capital I or funds that were consolidated due to interests held by Oaktree Capital I.
Other Income (Loss)
Net Realized Gain (Loss) on Consolidated Funds’ Investments
Net realized gain (loss) on consolidated funds’ investments consists of realized gains and losses arising from dispositions of investments held by our consolidated funds.
Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investments
Net change in unrealized appreciation (depreciation) on consolidated funds’ investments reflects both unrealized gains and losses on investments held by our consolidated funds and the reversal upon disposition of investments of unrealized gains and losses previously recognized for those investments.
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Income Taxes
The Company is a publicly traded partnership. Because it satisfies the qualifying income test, it is not required to be treated as a corporation for U.S. federal and state income tax purposes; rather it is taxed as a partnership.
The Company analyzes its tax filing positions for all open tax years in all of the U.S. federal, state and local tax jurisdictions where it is required to file income tax returns. If the Company determines that uncertainties in tax positions exist, a reserve is established. The Company recognizes accrued interest and penalties related to uncertain tax positions within income tax expense in the condensed consolidated statements of operations.
Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties. The Company reviews its tax positions quarterly and adjusts its tax balances as new information becomes available.
The Oaktree funds are generally not subject to U.S. federal and state income taxes and, consequently, no income tax provision has been made in the accompanying condensed consolidated financial statements because individual partners are responsible for their proportionate share of the taxable income.
Net Income Attributable to Non-controlling Interests
Net income attributable to non-controlling interests represents the ownership interests that third parties hold in entities that are consolidated in our financial statements. These interests fall into two categories:
•Net Income Attributable to Non-controlling Interests in Consolidated Funds. This category represents the economic interests of the unaffiliated investors in the consolidated funds. The net income of these interests is primarily driven by the investment performance of the consolidated funds. In comparison to net income, this measure excludes our operating results and other items solely attributable to the Company. Following the 2024 Restructuring, with the deconsolidation of Oaktree Capital I, we no longer reflect the economic interest owned by other investors in the funds consolidated by Oaktree Capital I as noncontrolling interests; and,
•Net Income Attributable to Non-controlling Interests in Consolidated Subsidiaries. This category primarily represents the economic interest in the Oaktree Operating Group owned by OCGH and OEP (“OCGH and other non-controlling interest”), as well as the economic interest in certain consolidated subsidiaries held by third parties. Subsequent to the 2022 Restructuring, this category included only the OCGH and other non-controlling interest in Oaktree Capital I. The OCGH and other non-controlling interest was determined at the Oaktree Operating Group level based on the weighted average proportionate share of Oaktree Operating Group units held by OCGH and other unitholders. Inasmuch as the number of outstanding Oaktree Operating Group units corresponded with the total number of outstanding Class A, OCGH and OEP units, changes in the economic interest held by the OCGH and other unitholders were driven by additional issuances of our Class A units and driven by additional issuances of OCGH and OEP units, as well as repurchases and forfeitures of, and exchanges between, Class A, OCGH and OEP units. Certain of our expenses, such as income tax and related administrative expenses of BOH and the holding companies through which we hold interests in Oaktree Capital I, were solely attributable to the Class A unitholders. Please see note 10 to our condensed consolidated financial statements included elsewhere in this quarterly report for additional information on the economic interest in the Oaktree Operating Group owned by OCGH. Subsequent to the 2024 Restructuring, we no longer reflect the economic interest owned by OCGH and OEP as noncontrolling interests.
Net Income Attributable to Preferred Unitholders
This category represents distributions declared, if any, on our preferred units. Please see note 10 to our condensed consolidated financial statements for more information.
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GAAP Consolidated Results of Operations
The following table sets forth our unaudited condensed consolidated statements of operations:
| Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (in thousands, except per unit data) | |||||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Interest and dividend income | $ | 112,336 | $ | 136,392 | $ | 260,700 | $ | 257,776 | |||||||||||||||
| Incentive income | — | 2,200 | — | 117,529 | |||||||||||||||||||
| Investment income (loss) | 8,703 | 16,514 | 3,785 | 34,754 | |||||||||||||||||||
| Total revenues | 121,039 | 155,106 | 264,485 | 410,059 | |||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Compensation and benefits | (365) | (272) | (533) | (471) | |||||||||||||||||||
| Incentive income compensation | — | 4,152 | — | (22,168) | |||||||||||||||||||
| General and administrative | (1,352) | 1,075 | (2,205) | (2,314) | |||||||||||||||||||
| Consolidated fund expenses | (22,529) | (24,086) | (49,265) | (44,661) | |||||||||||||||||||
| Interest expense | (18,200) | (28,940) | (52,327) | (51,155) | |||||||||||||||||||
| Total expenses | (42,446) | (48,071) | (104,330) | (120,769) | |||||||||||||||||||
| Other income (loss): | |||||||||||||||||||||||
Net realized gain on consolidated funds’ investments | 560 | 54,857 | 75,137 | 3,081 | |||||||||||||||||||
Net change in unrealized appreciation (depreciation) on consolidated funds’ investments | (12,495) | (22,295) | (140,344) | 95,179 | |||||||||||||||||||
| Total other income (loss) | (11,935) | 32,562 | (65,207) | 98,260 | |||||||||||||||||||
Income before income taxes | 66,658 | 139,597 | 94,948 | 387,550 | |||||||||||||||||||
| Income taxes | — | — | — | — | |||||||||||||||||||
Net income | 66,658 | 139,597 | 94,948 | 387,550 | |||||||||||||||||||
| Less: | |||||||||||||||||||||||
| Net (income) loss attributable to non-controlling interests in consolidated funds | (45,078) | (85,857) | (76,613) | (197,467) | |||||||||||||||||||
Net (income) loss attributable to non-controlling interests in consolidated subsidiaries | (17) | (8,937) | (1,771) | (61,665) | |||||||||||||||||||
Net income attributable to Brookfield Oaktree Holdings, LLC | 21,563 | 44,803 | 16,564 | 128,418 | |||||||||||||||||||
Net income attributable to preferred unitholders | (6,829) | (6,829) | (13,658) | (13,658) | |||||||||||||||||||
Net income (loss) attributable to Brookfield Oaktree Holdings, LLC Class A unitholders | $ | 14,734 | $ | 37,974 | $ | 2,906 | $ | 114,760 | |||||||||||||||
Distributions declared per Class A unit | $ | 0.83 | $ | 1.26 | $ | 1.58 | $ | 1.40 | |||||||||||||||
| Net income (loss) per Class A unit (basic and diluted): | |||||||||||||||||||||||
| Net income (loss) per Class A unit | $ | 0.12 | $ | 0.33 | $ | 0.02 | $ | 1.02 | |||||||||||||||
Weighted average number of Class A units outstanding | 118,670 | 115,821 | 117,528 | 112,510 | |||||||||||||||||||
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Second Quarter Ended June 30, 2025 Compared to the Second Quarter Ended June 30, 2024
Revenues
Interest and Dividend Income
Interest and dividend income decreased $24.1 million, or 17.7%, to $112.3 million for the second quarter of 2025, from $136.4 million for the second quarter of 2024. The decrease was primarily attributable to the deconsolidation of Oaktree Capital I as a result of the 2024 Restructuring, partially offset by increased income from our investments in Opps XII.
Incentive Income
Subsequent to the 2024 Restructuring, we no longer earn incentive income due to the deconsolidation of Oaktree Capital I.
Investment Income
Investment income decreased $7.8 million, or 47.3%, to $8.7 million for the second quarter of 2025, from $16.5 million for the second quarter of 2024, primarily due to foreign exchange hedging losses on foreign equity fund investments related to the Company’s interest in Oaktree Capital I.
Expenses
Incentive Income Compensation
Subsequent to the 2024 Restructuring, we no longer incur incentive income compensation expense due to the deconsolidation of Oaktree Capital I.
General and Administrative
General and administrative expense increased $2.5 million, or 227.3%, to $1.4 million for the second quarter of 2025, compared to an expense reversal of $1.1 million for the second quarter of 2024, primarily due to a foreign exchange gain from Oaktree Capital I included in prior year.
Consolidated Fund Expenses
Consolidated fund expenses decreased $1.6 million, or 6.6%, to $22.5 million for the second quarter of 2025, from $24.1 million for the second quarter of 2024. The decrease is primarily due to the deconsolidation of Oaktree Capital I’s consolidated funds following the 2024 Restructuring, partially offset by higher general costs incurred by Opps XII.
Interest Expense
Interest expense decreased $10.7 million, or 37.0%, to $18.2 million for the second quarter of 2025, from $28.9 million for the second quarter of 2024, primarily due to the deconsolidation of Oaktree Capital I and its consolidated funds as a result of the 2024 Restructuring.
Other Income (Loss)
Net Realized Gain (Loss) on Consolidated Funds’ Investments
Net realized gain on consolidated funds’ investments decreased $54.3 million, from a net gain of $54.9 million for the second quarter of 2024 to $0.6 million for the second quarter of 2025. The net realized gain during the second quarter of 2025 reflects our consolidated funds’ performance on investments sold and the decrease is primarily due to Opps XI.
Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investments
Net change in unrealized appreciation (depreciation) on consolidated funds’ investments increased $9.8 million, to a loss of $12.5 million for the second quarter of 2025, from a loss of $22.3 million for the second quarter of 2024. Excluding the impact of the reversal of net realized gain (loss) on consolidated funds’ investments, the net change in unrealized appreciation (depreciation) on consolidated funds’ investments decreased $44.5 million, to a net
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loss of $11.9 million for the second quarter of 2025, from a net gain of $32.6 million for the second quarter of 2024, primarily resulting from our investment in Opps XI.
Net Income Attributable to Non-controlling Interests in Consolidated Funds
Net income attributable to non-controlling interests in consolidated funds decreased $40.8 million, to $45.1 million for the second quarter of 2025, from $85.9 million for the second quarter of 2024. The decrease reflected our consolidated funds’ performance attributable to third-party investors in each period. These effects are described in more detail under “—Other Income (Loss)” above.
Net Income Attributable to Brookfield Oaktree Holdings, LLC Class A Unitholders
Net income attributable to Brookfield Oaktree Holdings, LLC Class A unitholders decreased $23.3 million, or 61.3%, to $14.7 million for the second quarter of 2025, from $38.0 million for the second quarter of 2024, primarily reflecting unrealized investment losses. These effects are described in more detail under “— Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investment” above.
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Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Revenues
Interest and Dividend Income
Interest and dividend income increased $2.9 million, or 1.1%, to $260.7 million for the first six months of 2025, from $257.8 million for the first six months of 2024. The increase was primarily attributable to higher income from our investments in Opps XII, partially offset by the deconsolidation of Oaktree Capital I as a result of the 2024 Restructuring.
Incentive Income
Subsequent to the 2024 Restructuring, we no longer earn incentive income due to the deconsolidation of Oaktree Capital I.
Investment Income
Investment income decreased $31.0 million, or 89.1%, to $3.8 million for the first six months of 2025, from $34.8 million for the first six months of 2024, primarily due to decreases in the values of certain publicly-traded equity investments held by Oaktree Capital I.
Expenses
Incentive Income Compensation
Subsequent to the 2024 Restructuring, we no longer incur incentive income compensation expense due to the deconsolidation of Oaktree Capital I.
General and Administrative
General and administrative expense decreased $0.1 million, or 4.3%, to $2.2 million for the first six months of 2025, from $2.3 million for the first six months of 2024, primarily reflecting the deconsolidation of Oaktree Capital I subsequent to the 2024 Restructuring.
Consolidated Fund Expenses
Consolidated fund expenses increased $4.6 million, or 10.3%, to $49.3 million for the first six months of 2025, from $44.7 million for the first six months of 2024. The increase is primarily due to higher general costs incurred by Opps XII, partially offset by the deconsolidation of Oaktree Capital I’s consolidated funds following the 2024 Restructuring.
Interest Expense
Interest expense increased $1.1 million, or 2.1%, to $52.3 million for the first six months of 2025, from $51.2 million for the first six months of 2024. The increase is primarily driven by an increase in interest incurred by Opps XII due to higher debt balance, partially offset by the deconsolidation of Oaktree Capital I and its consolidated funds as a result of the 2024 Restructuring.
Other Income (Loss)
Net Realized Gain (Loss) on Consolidated Funds’ Investments
Net realized gain on consolidated funds’ investments increased $72.0 million, from a net gain of $3.1 million for the first six months of 2024 to $75.1 million for the first six months of 2025. The net realized gain during the first six months of 2025 reflects our consolidated funds’ performance on investments sold and the increase is primarily due to Opps XI and Opps XII.
Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investments
Net change in unrealized appreciation (depreciation) on consolidated funds’ investments decreased $235.5 million, to a depreciation of $140.3 million for the first six months of 2025, from an appreciation of $95.2 million for the first six months of 2024. Excluding the impact of the reversal of net realized gain (loss) on consolidated funds’ investments, the net change in unrealized appreciation (depreciation) on consolidated funds’ investments decreased
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$163.5 million, to a net loss of $65.2 million for the first six months of 2025, from a net gain of $98.3 million for the first six months of 2024, primarily resulting from our investment in Opps XI.
Net Income Attributable to Non-controlling Interests in Consolidated Funds
Net income attributable to non-controlling interests in consolidated funds decreased $120.9 million, to $76.6 million for the first six months of 2025, from $197.5 million for the first six months of 2024. The decrease reflected our consolidated funds’ performance attributable to third-party investors in each period. These effects are described in more detail under “—Other Income (Loss)” above.
Net Income Attributable to Brookfield Oaktree Holdings, LLC Class A Unitholders
Net income (loss) attributable to Brookfield Oaktree Holdings, LLC Class A unitholders decreased $111.9 million, or 97.5%, to $2.9 million for the first six months of 2025, from $114.8 million for the first six months of 2024, primarily reflecting unrealized investment losses. These effects are described in more detail under “— Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investment” above.
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GAAP Statement of Financial Condition (Unaudited)
We manage our financial condition without the consolidation of the Oaktree funds. Since Oaktree’s founding, Oaktree and, by extension, we have managed our financial condition in a way that builds our capital base and maintains sufficient liquidity for known and anticipated uses of cash.
The following table presents our unaudited condensed consolidating statement of financial condition:
| As of June 30, 2025 | |||||||||||||||||||||||
| Oaktree and Operating Subsidiaries | Consolidated Funds | Eliminations | Consolidated | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Cash and cash-equivalents | $ | 15,207 | $ | — | $ | — | $ | 15,207 | |||||||||||||||
| Corporate investments | 2,128,719 | — | (811,608) | 1,317,111 | |||||||||||||||||||
| Receivables and other assets | 31,720 | — | — | 31,720 | |||||||||||||||||||
| Assets of consolidated funds | — | 5,090,761 | — | 5,090,761 | |||||||||||||||||||
| Total assets | $ | 2,175,646 | $ | 5,090,761 | $ | (811,608) | $ | 6,454,799 | |||||||||||||||
| Liabilities and Capital: | |||||||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Accounts payable and accrued expenses | $ | 454 | $ | — | $ | — | $ | 454 | |||||||||||||||
| Liabilities of consolidated funds | — | 1,174,614 | — | 1,174,614 | |||||||||||||||||||
| Total liabilities | 454 | 1,174,614 | — | 1,175,068 | |||||||||||||||||||
| Non-controlling redeemable interests in consolidated funds | — | — | 3,104,539 | 3,104,539 | |||||||||||||||||||
| Capital: | |||||||||||||||||||||||
| Capital attributable to BOH preferred unitholders | 400,584 | — | — | 400,584 | |||||||||||||||||||
| Capital attributable to BOH Class A unitholders | 1,765,072 | 811,608 | (811,608) | 1,765,072 | |||||||||||||||||||
| Non-controlling interest in consolidated subsidiaries | 9,536 | — | — | 9,536 | |||||||||||||||||||
| Non-controlling interest in consolidated funds | — | 3,104,539 | (3,104,539) | — | |||||||||||||||||||
| Total capital | 2,175,192 | 3,916,147 | (3,916,147) | 2,175,192 | |||||||||||||||||||
| Total liabilities and capital | $ | 2,175,646 | $ | 5,090,761 | $ | (811,608) | $ | 6,454,799 | |||||||||||||||
Corporate Investments
| As of | |||||||||||||||||
| June 30, 2025 | March 31, 2025 | June 30, 2024 | |||||||||||||||
| (in thousands) | |||||||||||||||||
| Oaktree funds: | |||||||||||||||||
| Credit | $ | 817,281 | $ | 802,477 | $ | 1,925,544 | |||||||||||
| Private Equity | — | — | 235,577 | ||||||||||||||
| Real Estate | 304,063 | 299,905 | 384,192 | ||||||||||||||
| Listed Equities | — | — | 30,416 | ||||||||||||||
| Non-Oaktree | — | — | 27,725 | ||||||||||||||
| Total corporate investments – Before equity-method investment in Oaktree Capital I | 1,121,344 | 1,102,382 | 2,603,454 | ||||||||||||||
| Equity-method Investment in Oaktree Capital I | 1,007,375 | 1,109,723 | — | ||||||||||||||
| Total corporate investments – Oaktree and operating subsidiaries | 2,128,719 | 2,212,105 | 2,603,454 | ||||||||||||||
| Eliminations | (811,608) | (795,400) | (1,159,958) | ||||||||||||||
| Total corporate investments – Consolidated | $ | 1,317,111 | $ | 1,416,705 | $ | 1,443,496 | |||||||||||
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Liquidity and Capital Resources
We manage our liquidity and capital requirements by focusing on our cash flows before the consolidation of Oaktree funds and the effect of normal changes in short-term assets and liabilities. Prior to the 2024 Restructuring, our primary cash flow activities on an unconsolidated basis involved (a) generating cash flow from operations, (b) generating realized income and return of principal from investment activities, including strategic investments in certain third parties, (c) funding capital commitments that we have made to Oaktree funds, (d) funding our growth initiatives, (e) distributing cash flow to our Class A unitholders and to OCGH and OEP, (f) borrowings, interest payments and repayments under credit agreements, our senior notes and other borrowing arrangements, and (g) issuances of, and distributions made on, our preferred units. Subsequent to the 2024 Restructuring, our primary cash flow activities on an unconsolidated basis involve (a) generating realized income and return of principal from investment activities, (b) funding capital commitments that we have made to Oaktree funds, (c) distributing cash flow to our Class A unitholders, (d) issuances of, and distributions made on, our preferred units, and (e) equity contribution from the investors of the Company to fulfill certain contractual capital commitments to its subsidiaries. As of June 30, 2025, the Company on an unconsolidated basis had $15.2 million of cash and cash equivalents.
Ongoing sources of cash include distributions from our equity method corporate investments. We primarily use distributions from our corporate investments to pay compensation and related expenses, service fees under the Services Agreement with OCM and distributions. Subject to applicable law and certain consent rights contained in our operating agreement, pursuant to a covenant in our operating agreement Oaktree plans to cause its operating group entities to distribute, on a quarterly basis, at least 85% of its adjusted distributable earnings, as defined in our operating agreement, and we plan to distribute amounts we receive in respect of such distributions, less any tax and tax receivable obligations, to holders of our Class A units. Distributions from each Oaktree Operating Group entity may not be proportionate to its share of adjusted distributable earnings.
Distributions on the preferred units are discretionary and non-cumulative. We may redeem, at our option, out of funds legally available, at any time, in whole or in part, the Series A preferred units or the Series B preferred units, at a price of $25.00 per preferred unit plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the preferred units have no right to require the redemption of the preferred units.
We have subscribed for a limited partner interest in, and made a capital commitment of, $750 million to Oaktree Opportunities Fund XI, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XI Investment” and such fund entities collectively, “Opps XI”). In order to fund the Opps XI Investment, our sole Class A unitholder, or one of its affiliates, will contribute cash as a capital contribution (the “Opps XI Investment Cash”) as and to the extent required to satisfy our obligations to Opps XI. We will use the Opps XI Investment Cash solely to fund the Opps XI Investment and satisfy our obligations in respect of Opps XI. Distributions from the Opps XI Investment are intended for the benefit of the Class A unitholder, subject to applicable law. Our preferred unitholders should not rely on distributions received by us in respect of the Company’s Opps XI Investment for payment of distributions on or redemption of the preferred units. As of June 30, 2025, $637.5 million of the $750.0 million capital commitment was funded. $372.2 million of the investment interest was pledged as collateral for two non-recourse credit facilities of an affiliate. The potential exposure is limited to the pledged interests.
We have subscribed for a limited partner interest in, and made a capital commitment of, $796.2 million to Oaktree Opportunities Fund XII, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XII Investment” and such fund entities collectively, “Opps XII”). In order to fund the Opps XII Investment, our sole Class A unitholder, or one of its affiliates, will contribute cash as a capital contribution (the “Opps XII Investment Cash”) as and to the extent required to satisfy our obligations to Opps XII. We will use the Opps XII Investment Cash solely to fund the Opps XII Investment and satisfy our obligations in respect of Opps XII. Distributions from the Opps XII Investment are intended for the benefit of the Class A unitholder, subject to applicable law. Our preferred unitholders should not rely on distributions received by us in respect of the Company’s Opps XII Investment for payment of distributions on or redemption of the preferred units. As of June 30, 2025, the Company has funded in the aggregate $218.9 million of the $796.2 million capital commitment. $102.0 million of the investment interest was pledged as collateral for one non-recourse credit facilities of an affiliate. The potential exposure is limited to the pledged interests.
On June 27, 2023, the Company entered into a contribution agreement (the “Treasury Contribution Agreement”) with Brookfield Corporate Treasury Ltd. (“Treasury”). Treasury holds all of the outstanding Class A units of the Company. Pursuant to the Treasury Contribution Agreement, Treasury agreed to contribute to the Company an amount (the “Contributed Amount”) equal to the value of BUSI II GP-C LLC, BUSI II-C L.P., BUSI II SLP-GP LLC and
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Brookfield REIT OP Special Limited Partner L.P. (collectively, and together with any additional entities that may become direct or indirect subsidiaries of NTR (as defined below) and that beneficially own shares of Brookfield REIT (as defined below), the “REIT Entities”), including their indirect ownership in Brookfield Real Estate Income Trust Inc., a Maryland corporation (“Brookfield REIT”), as of June 30, 2023, and the Company agreed to contribute the Contributed Amount to OCG NTR Holdings, LLC, a wholly owned subsidiary of the Company (“NTR”), in connection with the Company’s indirect acquisition (the “Acquisition”) of 100% of the interests in the REIT Entities. An amount of $307.0 million in respect of the Contributed Amount was contributed to the Company on June 27, 2023 (the “Purchase Price”) and a true-up contribution of $13.9 million was made on July 31, 2023 (the “True-Up Payment”). Also on June 27, 2023, the Company entered into a contribution agreement (the “NTR Contribution Agreement”) with NTR whereby the Company contributed the Purchase Price to NTR and agreed to make a contribution in an amount equal to the True-Up Payment to NTR, and NTR agreed to use the Contributed Amount in connection with the Acquisition. On June 29, 2023, NTR entered into an agreement of purchase and sale (the “Agreement of Purchase and Sale”) to effect the Acquisition, whereby NTR acquired 100% of the interests in the REIT Entities from BUSI II NTR Sub LLC in exchange for cash. The Acquisition was completed on June 30, 2023.
As of June 30, 2025, the carrying value of the REIT Entities included in corporate investments was $304.1 million.
In connection with the Acquisition, on June 29, 2023, the Company entered into a letter agreement (the “Restructuring Letter Agreement”) with Treasury whereby, among other things, the Company agreed that, notwithstanding any provision of the operating agreement of the Company to the contrary, Treasury will have the right, in its sole and absolute discretion, to make up to $200.0 million of additional capital contributions to the Company to be utilized in connection with the Company’s indirect ownership of Brookfield REIT or any other matters with respect to the operations of NTR and the REIT Entities, and no vote, approval or other authorization will be required in connection with such additional capital contributions. Also on June 29, 2023, the Company entered into a letter agreement (the “Indemnification Letter Agreement”) with BP US REIT LLC (“BP US”) whereby, among other things, BP US agrees to defend, indemnify and hold harmless the Company, its members and the Company’s and such members’ respective officers, directors, employees, agents, successors, and assigns from any third-party claims brought against any of them related to the ownership, management or ongoing operating of the REIT Entities, and any subsidiaries thereof.
Consolidated Cash Flows
The accompanying condensed consolidated statements of cash flows include our consolidated funds, despite the fact that we typically have only a minority economic interest in those funds. The assets of consolidated funds, on a gross basis, are larger than the assets of our business and, accordingly, have a substantial effect on the cash flows reflected in our condensed consolidated statements of cash flows. The primary cash flow activities of our consolidated funds involve:
•raising capital from third-party investors;
•using the capital provided by us and third-party investors to fund investments and operating expenses;
•financing certain investments with indebtedness;
•generating cash flows through the realization of investments, as well as the collection of interest and dividend income; and
•distributing net cash flows to fund investors and to us.
Because our consolidated funds are either treated as investment companies for accounting purposes or represent CLOs whose primary operations are investing activities, their investing cash flow amounts are included in our cash flows from operations. We believe that we and each of the consolidated funds has sufficient access to cash to fund our and their respective operations in the near term. Subsequent to the 2022 Restructuring, the Company no longer consolidates CLOs whose direct ownership interests are held by OCM Cayman. As a result of the 2024 Restructuring, the Company no longer consolidates Oaktree Capital I, and the cash inflows and outflows related to Oaktree Capital I are now presented under the investing activities of the Company’s cash flow.
Significant amounts from our condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 are discussed below.
Operating Activities
Operating activities provided $540.0 million and used $771.2 million of cash for the first six months of 2025 and 2024, respectively. These amounts principally reflected net income (loss), purchases of securities, net of non-
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cash adjustments, and net realized and unrealized (gain) loss from consolidated fund investments in each of the respective periods as well as net purchases of securities of the consolidated funds.
Investing Activities
Investing activities provided $49.4 million and used $80.5 million of cash for the first six months of 2025 and 2024, respectively. Net activity from purchases, maturities and sales of U.S. Treasury and other securities included net purchases of $0.0 million and $250.0 million for the first six months of 2025 and 2024. Corporate investments in funds and companies were of $0.0 million and $34.9 million for the first six months of 2025 and 2024, respectively. Distributions and proceeds from corporate investments in funds and companies were of $49.4 million and $124.5 million for the first six months of 2025 and 2024, respectively.
Financing Activities
Financing activities used $751.4 million and provided $1.0 billion of cash for the first six months of 2025 and 2024, respectively, and included: (a) net distributions to non-controlling interests of $41.2 million and net contributions from non-controlling interests of $10.9 million; (b) distributions to unitholders of $355.0 million and $248.6 million; (c) net capital contributions of $119.4 million and net capital distributions of $0.3 million; and (d) payments of debt issuance costs of $0.0 million and $3.4 million. Additionally, the first six months of 2025 and 2024 included borrowings of $545.6 million and $2.2 billion, respectively, and $1.0 billion and $907.7 million of repayments, respectively, related to consolidated funds.
Future Sources and Uses of Liquidity
We expect to continue to make distributions to our preferred unitholders in accordance with their contractual terms and our Class A unitholders pursuant to our distribution policy for our common units as described in our operating agreement. In the future, subject to our operating agreement we may also issue additional units or debt and other equity securities with the objective of increasing our available capital. In addition, we may, from time to time, repurchase our preferred units in open market or privately negotiated purchases or otherwise, redeem our preferred units pursuant to the terms of their respective governing documents, or repurchase OCGH or OEP units. The distributions from our corporate investments, including the distributions from the equity investment in Oaktree Capital I, also provide the Company with ongoing cash inflow.
We believe that the sources of liquidity described above will be sufficient to fund our working capital requirements for at least the next twelve months.
Preferred Unit Issuances
On May 17, 2018, we issued 7,200,000 of our 6.625% Series A preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $173.7 million in net proceeds to us. Distributions on the Series A preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. Distributions on the Series A preferred units are non-cumulative.
On August 9, 2018, we issued 9,400,000 of our 6.550% Series B preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $226.9 million in net proceeds to us. Distributions on the Series B preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. Distributions on the Series B preferred units are non-cumulative.
Unless distributions have been declared and paid or declared and set apart for payment on the preferred units for a quarterly distribution period, during the remainder of that distribution period we may not repurchase any common units or any other units that are junior in rank, as to the payment of distributions, to the preferred units and we may not declare or pay or set apart payment for distributions on any common units or junior units for the remainder of that distribution period, other than certain Permitted Distributions (as defined in the unit designation related to the applicable preferred units (each, the “Preferred Unit Designation”)).
We may redeem, at our option, out of funds legally available, at any time, in whole or in part, the Series A preferred units or the Series B preferred units, at a price of $25.00 per preferred unit plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the preferred units have no right to require the redemption of the preferred units.
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The preferred units are not convertible into Class A units or any other class or series of our interests or any other security. Holders of the preferred units do not have any of the voting rights given to holders of our Class A units, except that holders of the preferred units are entitled to certain voting rights under certain conditions.
Contractual Obligations, Commitments and Contingencies
In the ordinary course of business, we and our consolidated funds enter into contractual arrangements that may require future cash payments. The following table sets forth information related to anticipated future cash payments as of June 30, 2025:
Remainder of 2025 | 2026-2027 | 2028-2029 | Thereafter | Total | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Oaktree and Operating Subsidiaries: | |||||||||||||||||||||||||||||
BOH limited partner commitments to Oaktree funds (1) | $ | 689,758 | $ | — | $ | — | $ | — | $ | 689,758 | |||||||||||||||||||
| Subtotal | $ | 689,758 | $ | — | $ | — | $ | — | $ | 689,758 | |||||||||||||||||||
| Consolidated Funds: | |||||||||||||||||||||||||||||
Debt obligations payable | $ | 326,951 | $ | 671,160 | $ | — | $ | — | $ | 998,111 | |||||||||||||||||||
Interest obligations on debt (2) | 22,792 | 18,847 | — | — | 41,639 | ||||||||||||||||||||||||
| Total | $ | 1,039,501 | $ | 690,007 | $ | — | $ | — | $ | 1,729,508 | |||||||||||||||||||
(1) These obligations represent commitments by us to provide limited partner capital funding to our funds. These amounts are generally due on demand and are therefore presented in the 2025 column. Capital commitments are generally expected to be called over a period of several years.
(2) Interest obligations include accrued interest on outstanding indebtedness. Where applicable, current interest rates are applied to estimate future interest obligations on variable-rate debt.
Off-Balance Sheet Arrangements
Please see note 13 to our condensed consolidated financial statements included elsewhere in this quarterly report for information on our commitments and contingencies.
Critical Accounting Estimates
We prepare our condensed consolidated financial statements in accordance with GAAP. In applying many of these accounting principles, we need to make assumptions, estimates or judgments that affect the reported amounts of assets, liabilities, revenues and expenses in our condensed consolidated financial statements. We base our estimates and judgments on historical experience and other assumptions that we believe are reasonable under the circumstances. These assumptions, estimates or judgments, however, are both subjective and subject to change, and actual results may differ from our assumptions and estimates. If actual amounts are ultimately different from our estimates, the revisions are included in our results of operations for the period in which the actual amounts become known. We believe our critical accounting policies could potentially produce materially different results if we were to change underlying assumptions, estimates or judgments. Our most significant assumptions and estimates are related to the valuation of our corporate investments and the investments of our consolidated funds. For a summary of our significant accounting policies and estimates, please see the notes to our condensed consolidated financial statements included elsewhere in this quarterly report. For a summary of our critical accounting policies, please see “Management’s Discussion and Analysis of Financial Condition and Result of Operations—Critical Accounting Estimates” in our annual report.
Recent Accounting Developments
Please see note 2 to our condensed consolidated financial statements included elsewhere in this quarterly report for information regarding recent accounting developments.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, we are exposed, directly or indirectly through our investments, to a broad range of risks inherent in the financial markets in which we participate, including price risk, interest-rate risk, access to and cost of financing risk, liquidity risk, counterparty risk and foreign exchange-rate risk. Potentially negative effects of these risks may be mitigated to a certain extent by those aspects of Oaktree’s investment approach, investment strategies, fundraising practices or other business activities that are designed to benefit, either in relative or absolute terms, from periods of economic weakness, tighter credit or financial market dislocations.
Our predominant exposure to market risk is related to our investments in Oaktree funds and Brookfield REIT and our economic interest in Oaktree Capital I, which holds a general partner interest in certain Oaktree funds. The fair value of the financial assets and liabilities held by the funds, in which we are invested and Brookfield REIT may fluctuate in response to changes in, among many factors, the fair value of securities, foreign-exchange rates, commodities prices and interest rates.
Price Risk
Impact on Net Change in Unrealized Appreciation (Depreciation) on Consolidated Funds’ Investments
As of June 30, 2025, we had investments, at fair value of $4.7 billion related to our consolidated funds. We estimate that a 10% decline in market values would result in a decrease in unrealized appreciation (depreciation) on the consolidated funds’ investments of $466.3 million. Of this decline, approximately $95.8 million would impact net income attributable to BOH Class A unitholders, with the remainder attributable to non-controlling interests. The magnitude of the impact on net income is largely affected by the percentage of our equity ownership interest.
Impact on Investment Income
Investment income or loss arises from our pro-rata share of income or loss from our investments. This income is directly affected by changes in market risk factors. Based on investments held by our equity method investments as of June 30, 2025, a 10% decline in fair values of the investments held by Oaktree Capital I and Brookfield REIT would result in a $159.3 million decrease in the amount of investment income. These estimated effects are without regard to a number of factors that would be expected to increase or decrease the magnitude of the change to degrees that are not readily quantifiable, such as the timing of fund flows or the timing of new investments or realizations.
Exchange-rate Risk
Subsequent to the 2022 Restructuring and the deconsolidation of OCM Cayman, we no longer have foreign subsidiaries and the associated exchange rate risk related to those operations. At any point in time, some of the investments held by the funds we are directly and indirectly invested in may be denominated in non-U.S. dollar currencies on an unhedged basis. Changes in currency rates could affect our revenues with respect to such fund investments; however, the degree of impact is not readily determinable because of the many indirect effects that currency movements may have on individual investments.
Credit Risk
We are party to agreements providing for various financial services and transactions that contain an element of risk in the event that the counterparties are unable to meet the terms of such agreements. In such agreements, we depend on the respective counterparty to make payment or otherwise perform. We generally endeavor to minimize our risk of exposure by limiting to reputable financial institutions the counterparties with which we enter into financial transactions. In other circumstances, availability of financing from financial institutions may be uncertain due to market events, and we may not be able to access these financing markets.
Interest-rate Risk
As of June 30, 2025, the Company prior to consolidation of funds had no debt obligations outstanding.
Our consolidated funds have debt obligations, most of which accrue interest at variable rates. Changes in these rates would affect the amount of interest payments that our funds would have to make, impacting future earnings and cash flows. As of June 30, 2025, the consolidated funds had $1.0 billion of principal or par value, as applicable, outstanding under these debt obligations. We estimate that interest expense relating to variable-rate
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debt would increase on an annualized basis by $10.0 million in the event interest rates were to increase by 100 basis points.
We are also subject to interest-rate risk through the securities we hold in our consolidated funds. A 100-basis point increase in interest rates would be expected to negatively affect prices of securities that accrue interest income at fixed rates and therefore negatively impact the net change in unrealized appreciation (depreciation) on consolidated funds’ investments. The actual impact is dependent on the average duration of such holdings. Conversely, securities that accrue interest at variable rates would be expected to benefit from a 100-basis point increase in interest rates because these securities would generate higher levels of current income and therefore positively impact interest and dividend income.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.
Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are effective at the reasonable assurance level to accomplish their objectives of ensuring that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
No changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during our most recent quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For a discussion of legal proceedings, please see the section entitled “Legal Actions” in note 15 to our condensed consolidated financial statements included elsewhere in this quarterly report, which section is incorporated herein by reference. Also, please see “Item 1A. Risk Factors—Risks Related to Our Business—Extensive regulation in the United States and abroad affects our activities and creates the potential for significant liabilities and penalties that could adversely affect our business and results of operations” in our annual report.
Item 1A. Risk Factors
For a discussion of our potential risks and uncertainties, please see the information under “Risk Factors” in our annual report. There have been no material changes to the risk factors disclosed in those reports.
The risks described in our annual report are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
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Item 6. 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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SIGNATURE
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: August 13, 2025
Brookfield Oaktree Holdings, 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 | ||||
| 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. | ||||
† Filed herewith
†† Furnished herewith
66
Execution Version EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF Oaktree Capital I, L.P. Dated as of June 25, 2025 THE PARTNERSHIP UNITS OF OAKTREE CAPITAL I, L.P. HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE, PROVINCE OR ANY OTHER APPLICABLE SECURITIES LAWS AND ARE BEING SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH UNITS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR PROVINCE, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THIS EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT. SUCH UNITS MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH SUCH LAWS AND THIS LIMITED PARTNERSHIP AGREEMENT. THEREFORE, PURCHASERS AND OTHER TRANSFEREES OF SUCH UNITS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT OR ACQUISITION FOR AN INDEFINITE PERIOD OF TIME. -i- Table of Contents Page ARTICLE I DEFINITIONS SECTION 1.01 Definitions....................................................................................................2 ARTICLE II FORMATION, TERM, PURPOSE AND POWERS SECTION 2.01 Formation ...................................................................................................15 SECTION 2.02 Name ..........................................................................................................15 SECTION 2.03 Term ...........................................................................................................15 SECTION 2.04 Offices ........................................................................................................15 SECTION 2.05 Agent for Service of Process......................................................................15 SECTION 2.06 Business Purpose .......................................................................................15 SECTION 2.07 Powers of the Partnership ..........................................................................15 SECTION 2.08 Partners; Admission of New Partners ........................................................16 SECTION 2.09 Withdrawal .................................................................................................16 ARTICLE III MANAGEMENT SECTION 3.01 General Partner ..........................................................................................16 SECTION 3.02 Compensation ............................................................................................17 SECTION 3.03 Expenses ....................................................................................................17 SECTION 3.04 Officers ......................................................................................................17 SECTION 3.05 Authority of Partners..................................................................................18 SECTION 3.06 Action by Written Consent or Ratification ................................................19 SECTION 3.07 Brookfield-Owned Units ............................................................................19 ARTICLE IV DISTRIBUTIONS SECTION 4.01 Distributions ...............................................................................................19 SECTION 4.02 Distributions Relating to Notes ..................................................................20 SECTION 4.03 Certain Special Distributions .....................................................................24 SECTION 4.04 Tax Indemnity ............................................................................................25 SECTION 4.05 Liquidation Distribution.............................................................................25 SECTION 4.06 Limitations on Distribution ........................................................................26 SECTION 4.07 Oaktree Equity Plan; Oaktree Equity Plan II; Class T Units; Class P Units26 -ii- ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS SECTION 5.01 Initial Capital Contributions ......................................................................29 SECTION 5.02 No Additional Capital Contributions .........................................................29 SECTION 5.03 Capital Accounts ........................................................................................30 SECTION 5.04 Allocations of Profits and Losses ..............................................................30 SECTION 5.05 Special Allocations ....................................................................................30 SECTION 5.06 Tax Allocations ..........................................................................................32 SECTION 5.07 Tax Advances.............................................................................................32 SECTION 5.08 Tax Matters ................................................................................................32 SECTION 5.09 Other Allocation Provisions .......................................................................33 SECTION 5.10 Adjustment to Membership Interests .........................................................33 ARTICLE VI BOOKS AND RECORDS; REPORTS SECTION 6.01 Books and Records ....................................................................................33 ARTICLE VII PARTNERSHIP UNITS SECTION 7.01 Units ...........................................................................................................35 SECTION 7.02 Register ......................................................................................................35 SECTION 7.03 Registered Partners ....................................................................................35 SECTION 7.04 Ownership of Units ....................................................................................36 ARTICLE VIII VESTED UNITS; CANCELLATION OF UNITS; ADMISSION OF ADDITIONAL PARTNERS; TRANSFER RESTRICTIONS SECTION 8.01 Vested Units ...............................................................................................37 SECTION 8.02 Cancellation of Units .................................................................................37 SECTION 8.03 Limited Partnership Transfers....................................................................37 SECTION 8.04 [Reserved] ..................................................................................................37 SECTION 8.05 Further Restrictions ....................................................................................38 SECTION 8.06 Assignees ...................................................................................................38 SECTION 8.07 Admissions, Withdrawals and Removals ..................................................38 SECTION 8.08 [Reserved] ..................................................................................................39 SECTION 8.09 Withdrawal and Removal of Limited Partners ..........................................39 -iii- ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION SECTION 9.01 No Dissolution ...........................................................................................39 SECTION 9.02 Events Causing Dissolution .......................................................................39 SECTION 9.03 Distribution upon Dissolution ....................................................................40 SECTION 9.04 Time for Liquidation ..................................................................................41 SECTION 9.05 Termination ................................................................................................41 SECTION 9.06 Claims of the Partners ................................................................................41 SECTION 9.07 Survival of Certain Provisions ...................................................................41 ARTICLE X EXCULPATION, INDEMNIFICATION, ADVANCES AND INSURANCE SECTION 10.01 Exculpation, Indemnification, Advances and Insurance ............................41 ARTICLE XI MISCELLANEOUS SECTION 11.01 Addresses and Notices ...............................................................................48 SECTION 11.02 Further Action ............................................................................................49 SECTION 11.03 Binding Effect ............................................................................................49 SECTION 11.04 Integration ..................................................................................................49 SECTION 11.05 Interpretation ..............................................................................................49 SECTION 11.06 Creditors .....................................................................................................49 SECTION 11.07 Waiver ........................................................................................................49 SECTION 11.08 Counterparts ...............................................................................................50 SECTION 11.09 Invalidity of Provisions ..............................................................................50 SECTION 11.10 Applicable Law ..........................................................................................50 SECTION 11.11 Consent of Partners ....................................................................................50 SECTION 11.12 Facsimile Signatures ..................................................................................50 SECTION 11.13 Arbitration of Disputes ..............................................................................50 SECTION 11.14 Cumulative Remedies ................................................................................51 SECTION 11.15 Expenses ....................................................................................................52 SECTION 11.16 Further Assurances.....................................................................................52 SECTION 11.17 Amendments and Waivers .........................................................................52 SECTION 11.18 No Third Party Beneficiaries .....................................................................53 SECTION 11.19 Headings ....................................................................................................53 SECTION 11.20 Construction ...............................................................................................53 SECTION 11.21 Power of Attorney ......................................................................................53 SECTION 11.22 Partnership Status.......................................................................................54
-iv- Exhibits Exhibit A: Overriding Principles Exhibit B: Illustrative Examples – ExchangeCo Notes Distributions Exhibit C: Illustrative Examples – Class P Common Units and Class P Preferred Units Distributions Exhibit D: Unit Designation With Respect To The Series A Preferred Mirror Units Exhibit E: Unit Designation With Respect To The Series B Preferred Mirror Units Exhibit F: Illustrative Examples – Class T Units Distributions and Income Tax Allocations EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF OAKTREE CAPITAL I, L.P. This EIGHTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Oaktree Capital I, L.P., a Delaware limited partnership (the “Partnership”), is dated as of June 25, 2025 (the “Effective Date”), by and among Oaktree Capital I GP, LLC, a Delaware limited liability company, as the sole general partner of the Partnership (the “General Partner”), and the limited partners of the Partnership (in their capacity as such, the “Limited Partners”). WHEREAS, the Partnership was formed as a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. Section 17-101, et seq., as it may be amended from time to time (the “Act”), by the filing of a Certificate of Limited Partnership (the “Certificate”) with the Office of the Secretary of State of the State of Delaware and the execution of the Limited Partnership Agreement of the Partnership dated as of May 11, 2007 (the “Original Agreement”); WHEREAS, the Original Agreement was amended and restated in its entirety by an Amended and Restated Limited Partnership Agreement (the “First Amended Agreement”) dated as of May 25, 2007; WHEREAS, the First Amended Agreement was amended and restated in its entirety by a Second Amended and Restated Limited Partnership Agreement (the “Second Amended Agreement”) dated as of May 17, 2018; WHEREAS, the Second Amended Agreement was amended and restated in its entirety by a Third Amended and Restated Limited Partnership Agreement (the “Third Amended Agreement”) dated as of September 30, 2019 and effective as of October 1, 2019; WHEREAS, the Third Amended Agreement was amended and restated in its entirety by a Fourth Amended and Restated Limited Partnership Agreement (the “Fourth Amended Agreement”) dated as of April 7, 2022; WHEREAS, on November 30, 2022, Brookfield US Holdings Inc., a corporation incorporated under the laws of the Province of Ontario (“BUSHI”), Oaktree Capital Group Holdings, L.P., a Delaware limited partnership (“OCGH”), Oaktree Equity Plan, L.P., a Delaware limited partnership (“OEP”), Brookfield Oaktree Holdings, LLC (f/k/a/ Oaktree Capital Group, LLC), a Delaware limited liability company (“BOH”), Oaktree Capital Holdings, LLC (f/k/a/ Atlas OCM Holdings, LLC), a Delaware limited liability company (“OCH”), and the other entities party thereto, entered into that certain Globe Restructuring Agreement, pursuant to which the parties thereto consummated an internal reorganization; -2- WHEREAS, the Fourth Amended Agreement was amended and restated in its entirety by a Fifth Amended and Restated Limited Partnership Agreement (the “Fifth Amended Agreement”) dated as of March 20, 2023; WHEREAS, the Fifth Amended Agreement was amended and restated in its entirety by a Sixth Amended and Restated Limited Partnership Agreement (the “Sixth Amended Agreement”) dated as of July 1, 2024, for the purpose of replacing the previous general partner of the Partnership in accordance with Section 8.07 and Section 11.17 of the Fifth Amended Agreement and making related changes thereto; WHEREAS, the Sixth Amended Agreement was amended and restated in its entirety by a Seventh Amended and Restated Limited Partnership Agreement (the “Seventh Amended Agreement”) dated as of December 26, 2024; and WHEREAS, the undersigned, constituting the General Partner and all of the Limited Partners, desire to enter into this Eighth Amended and Restated Limited Partnership Agreement of the Partnership to amend, restate and replace the Seventh Amended Agreement in its entirety. NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Sixth Amended Agreement in its entirety to read as follows: ARTICLE I DEFINITIONS SECTION 1.01 Definitions. Capitalized terms used herein without definition have the following meanings (such meanings being equally applicable to both the singular and plural form of the terms defined): “Act” has the meaning set forth in the recitals to this Agreement. “Adjusted Capital Account Balance” means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (a) by taking into account the adjustments, allocations and distributions described in U.S. Treasury Regulations Sections 1.704-1(b)(2)(ii)(c)(4), (5) and (6); and (b) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith. “Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with the Person in question; provided that no Investment Fund or Portfolio Company shall be an “Affiliate” of any of (a) the Partnership or any Subsidiary -3- thereof, (b) any Partner or any Affiliate of such Partner, or (c) Brookfield or any of Brookfield’s Subsidiaries. Notwithstanding anything to the contrary herein, (i) none of OCGH, OEP, OEU (including each series thereof) the Partnership, the Partnership’s Subsidiaries nor any Oaktree Operating Group Member shall be deemed to be an Affiliate of the Brookfield Member, Brookfield or any of Brookfield’s Subsidiaries, other than, following the expiration of the Initial Period, each of the Partnership, the Partnership’s Subsidiaries and the Oaktree Operating Group Members shall be deemed to be Affiliates of the Brookfield Member, Brookfield and Brookfield’s Subsidiaries, and (ii) the Parent Fiduciary Entities (as defined in the BOH Operating Agreement) shall not be deemed to be Affiliates of the Brookfield Member, OCGH, OEP, OEU (including each series thereof), the Partnership, any Partnership Subsidiary or any Oaktree Operating Group Member. “Agreement” has the meaning set forth in the preamble of this Agreement. “Applicable Charge” has the meaning set forth in Section 4.07. “Applicable Percentage” has the meaning set forth in Section 4.04. “Assignee” has the meaning set forth in Section 8.06. “Assumed Tax Rate” means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in Los Angeles, California or New York, New York (taking into account (a) the nondeductibility of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners. “Atlas” means Atlas Top LLC, a Delaware limited liability company, or any successor thereof designated by Brookfield. “Atlas Note” has the meaning set forth in the Exchange Agreement. “Atlas Notes Issuer” means Atlas. “Available Cash” means, with respect to any fiscal period, the portion of Adjusted Distributable Earnings (as defined in the Cash Distribution Policy) that is determined to be attributable to the Partnership, which determination shall, in the event any ExchangeCo Notes are then outstanding, be made in good faith by BOH. “Base Amount” has the meaning set forth in Section 4.02(a)(i). “Base Value” means, with respect to the Units held by OEP, an amount equal to the product of (i) a dollar amount to be mutually agreed upon in writing among the Brookfield Member, OEP and the General Partner, multiplied by (ii) the number of Units held by OEP as of the date of determination; provided, that, the aggregate sum of the Base Value and each amount equal to the “Base Value” (or similar term) as set forth in the governing agreement of each Other OpCo shall equal $67.41.
-4- “Beneficially Own” has the meaning set forth in the BOH Operating Agreement. “Board of Directors” means the board of directors of BOH, including any committee thereof appointed pursuant to Section 6.13 of the BOH Operating Agreement. “BOH” has the meaning set forth in the recitals to this Agreement. “BOH Indemnified Person” has the meaning of “Indemnified Person” in the BOH Operating Agreement. “BOH Operating Agreement” means that certain Seventh Amended and Restated Operating Agreement of BOH, dated as of March 15, 2024, as the same has been or may be amended, supplemented or restated from time to time. “Brookfield” means Brookfield Corporation (formerly known as Brookfield Asset Management Inc.), a corporation incorporated under the laws of the Province of Ontario, or Brookfield Asset Management Ltd., a corporation incorporated under the laws of the Province of British Columbia, or both, as the context requires. “Brookfield LP” means any Limited Partner who holds Brookfield-Owned Units. As of the Effective Date, the sole Brookfield LP is Brookfield OCM Holdings. “Brookfield Member” means Brookfield Corporate Treasury Ltd., a corporation incorporated under the laws of the Province of Ontario, and any successors thereto. “Brookfield OCM Holdings” means Brookfield OCM Holdings II, LLC (f/k/a/ OCM Holdings I, LLC), a Delaware limited liability company. “Brookfield-Owned Other OpCo Units” means the partnership (or equivalent) units of the Other OpCos, that are directly or indirectly owned by Brookfield. “Brookfield-Owned Units” has the meaning set forth in Section 7.04(b). “Brookfield Tax/TPE Amounts” has the meaning set forth in Section 4.02(b). “Capital Account” means the separate capital account maintained for each Partner in accordance with Section 5.03. “Capital Contribution” means, with respect to any Partner, the aggregate amount of money contributed to the Partnership and the Carrying Value of any property (other than money), net of any liabilities assumed by the Partnership upon contribution or to which such property is subject, contributed to the Partnership pursuant to Article V. “Carrying Value” means, with respect to any Partnership asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that the initial carrying value of assets contributed to the Partnership shall be their respective gross fair market values on the date of contribution as determined by the General Partner, and the Carrying Values of all Partnership assets shall be adjusted to equal their respective fair market values, in -5- accordance with the rules set forth in United States Treasury Regulation Section 1.704- 1(b)(2)(iv)(f), except as otherwise provided herein, as of: (a) the date of the acquisition of any additional partnership interest by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (b) the date of the distribution of more than a de minimis amount of Partnership assets to a Partner; (c) the date a partnership interest is relinquished to the Partnership; or (d) any other date specified in the United States Treasury Regulations; provided however that adjustments pursuant to clauses (a), (b), (c) and (d) above shall be made only if such adjustments are deemed necessary or appropriate by the General Partner to reflect the relative economic interests of the Partners. In the case of any asset that has a Carrying Value that differs from its adjusted tax basis, Carrying Value shall be adjusted by the amount of depreciation calculated for purposes of the definition of “Profits” and “Losses” rather than the amount of depreciation determined for U.S. federal income tax purposes, and depreciation shall be calculated by reference to Carrying Value rather than tax basis once Carrying Value differs from tax basis. “Cash Distribution Policy” has the meaning set forth in the BOH Operating Agreement. “Certificate” has the meaning set forth in the recitals to this Agreement. “Class” means the classes of Units into which the interests in the Partnership may be classified or divided from time to time pursuant to the provisions of this Agreement. “Class A Unit” means a Unit (as defined in the BOH Operating Agreement) of BOH that is a common unit designated as a “Class A Unit” pursuant to the terms of the BOH Operating Agreement. “Class P Common Unit” means a Unit of the Partnership with an interest in the profits of the Partnership, as more fully described in Section 4.07. “Class P Preferred Unit” means a Unit of the Partnership with an interest in the Applicable Charge, as more fully described in Section 4.07. “Class P Preferred Units Liquidation Amount” has the meaning set forth in Section 9.03(a)(ii). “Class T Per-Unit Distribution Amount” means, as of any date within a Fiscal Year, with respect to any Class T Unit outstanding as of such date, the aggregate amount of distributions paid to such Class T Unit pursuant to Section 4.07(g) (excluding any Class T Tax Distributions) as of such date with respect to such Fiscal Year. “Class T Tax Distributions” has the meaning set forth in Section 4.07(g)(v). “Class T Unit” means a Unit of the Partnership with an interest in the profits of the Partnership, as more fully described in Section 4.07. “Closing Cash Amount” has the meaning set forth in Section 4.03(c). -6- “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Common Unit” means a Unit of the Partnership, other than (i) any Class T Unit, (ii) any Class P Common Unit, (iii) any Class P Preferred Unit and (iv) any other Unit that has been designated as a separate Class from the Common Units. “Consent Rights” has the meaning set forth in the BOH Operating Agreement. “Contingencies” has the meaning set forth in Section 9.03(a). “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. “Creditable Foreign Tax” means a foreign tax paid or accrued for United States federal income tax purposes by the Partnership, in either case to the extent that such tax is eligible for credit under Section 901(a) of the Code. A foreign tax is a creditable foreign tax for these purposes without regard to whether a partner receiving an allocation of such foreign tax elects to claim a credit for such amount. This definition is intended to be consistent with the definition of “creditable foreign tax” in Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi)(b), and shall be interpreted consistently therewith. “DGCL” means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute. “Disabling Event” means the General Partner ceasing to be the general partner of the Partnership pursuant to Section 17-402 of the Act. “Dissolution Event” has the meaning set forth in Section 9.02. “Effective Date” has the meaning set forth in the preamble of this Agreement. “ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, supplemented or restated from time to time, and any successor to such statute, and the rules and regulations promulgated thereunder. “Exchange Agreement” means that certain Fifth Amended and Restated Exchange Agreement, dated as of May 14, 2024, by and among Atlas Top LLC, OCH, BOH, Brookfield OCM Holdings, Oaktree New Holdings, LLC, Oaktree AIF Holdings II, LLC, Oaktree Holdings, Ltd., OCGH, ExchangeCo and the other parties thereto from time to time, as the same has been or may be amended, supplemented or restated from time to time. “ExchangeCo” means OCGH ExchangeCo, L.P., a Delaware limited partnership. “ExchangeCo Note” has the meaning set forth in the Exchange Agreement. “ExchangeCo Note Issuer” has the meaning set forth in Section 4.02. -7- “ExchangeCo Note Purchase Agreement” has the meaning set forth in the Exchange Agreement. “Exchange Transaction” means (i) any disposition of Units by OCGH or any other holder thereof to any person pursuant to the terms of the Exchange Agreement, (ii) any disposition of Units by OEP or any other holder thereof to any person pursuant to the terms of the OEP Exchange Agreement or (iii) any disposition of Units by any series of OEU or any other holder thereof to any person pursuant to the terms of the OEU Exchange Agreement, as the context requires. “Fifth Amended Agreement” has the meaning set forth in the recitals to this Agreement. “First Amended Agreement” has the meaning set forth in the recitals to this Agreement. “Fiscal Year” means any twelve-month period commencing on January 1 and ending on December 31. “Fourth Amended Agreement” has the meaning set forth in the recitals to this Agreement. “GAAP” means accounting principles generally accepted in the United States of America as in effect from time to time. “General Partner” has the meaning set forth in the preamble to this Agreement and includes any successor general partner admitted to the Partnership in accordance with the terms of this Agreement. As of the Effective Date, the General Partner is Oaktree Capital I GP, LLC. “Governmental Entity” means any legislature, court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof. “Group Expenses” has the meaning set forth in the Cash Distribution Policy. “Incapacity” means, with respect to any Person, the bankruptcy, dissolution, termination, entry of an order of incompetence, or the insanity, permanent disability or death of such Person. “Indemnified Person” means (a) any Person who is or was a Partner, Officer, or Partnership Representative (together with any “designated individual” within the meaning of Treasury Regulations Section 301.6223-1(b)(3) (or any similar or comparable provisions of state or local Law)) of the Partnership, (b) any Person who is or was an officer, director, member, manager, partner, Partnership Representative (together with any “designated individual” within the meaning of Treasury Regulations Section 301.6223- 1(b)(3) (or any similar or comparable provisions of state or local Law)), agent, fiduciary or trustee of any Subsidiary of the Partnership or any Affiliate thereof, (c) any Person who is
-8- or was serving at the request of the Partnership or an Affiliate as an officer, director, member, manager, partner, Partnership Representative, agent, fiduciary or trustee of another Person (including any Subsidiary); provided that a Person shall not be an Indemnified Person by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (d) any Person the Partners mutually designate as an “Indemnified Person” for purposes of this Agreement. “Indemnitor Member” has the meaning set forth in Section 10.01(u). “Initial Period” has the meaning set forth in the BOH Operating Agreement. “Intermediate Subsidiary” means each Subsidiary of Atlas, OCH or BOH that is within the chain of ownership between any of Atlas, OCH or BOH, as applicable, and any Oaktree Operating Group Member. For the avoidance of doubt, Intermediate Subsidiaries exclude the Oaktree Operating Group Members, the Subsidiaries of any Oaktree Operating Group Member, Atlas FinCo Inc. and Atlas SubCo LLC. “Investment Fund” has the meaning set forth in the BOH Operating Agreement. “Law” means any federal, state, local, non-U.S. or other law (including common law), statute, code, ordinance, rule or regulation or other requirement enacted, promulgated, issued, entered or put into effect by a Governmental Entity. “Limited Partner” has the meaning set forth in the preamble to this Agreement and includes any other Person admitted to the Partnership as a Limited Partner in accordance with the terms of this Agreement. As of the Effective Date, the sole Limited Partners are (a) OCGH, (b) OEP, (c) OEU (acting with respect to OEU Tracking Series) and (d) Brookfield OCM Holdings. “Liquidation Agent” has the meaning set forth in Section 9.03. “Merger” has the meaning set forth in Section 4.04. “Merger Agreement” has the meaning set forth Section 4.04. “Merger Closing Date” has the meaning assigned to the term “Closing Date” in the Merger Agreement. “Miscellaneous Amounts” has the meaning set forth in Section 4.02(a)(i). “Net Class T Non-Cash Taxable Income” has the meaning set forth in Section 4.07(g)(v). “Net Taxable Income” has the meaning set forth in Section 4.01(b). “Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b). The amount of Nonrecourse Deductions of the Partnership for a Fiscal Year equals the net increase, if any, in the amount of Partnership Minimum Gain of the -9- Partnership during that fiscal year, determined according to the provisions of Treasury Regulations Section 1.704-2(c). “Note” has the meaning set forth in Section 4.02(b). “Notes Issuer” means, as applicable, the Atlas Notes Issuer or an ExchangeCo Notes Issuer. “Oaktree Business” has the meaning set forth in the BOH Operating Agreement. “Oaktree Director” has the meaning set forth in the BOH Operating Agreement. “Oaktree Operating Group” means, collectively, the entities (a) in or over which (i) each of OCGH, OEP, OEU (including any series thereof) and either BOH or Atlas (or any successor thereof) have an economic interest and (ii) OCH or BOH has Control and (b) through which the Oaktree Business is conducted or the Oaktree Strategy is pursued. For the avoidance of doubt, each of the following entities are part of the Oaktree Operating Group as of the Effective Date: the Partnership, Oaktree Capital II, L.P. (including each series thereof), Oaktree Capital Management, L.P., Oaktree Investment Holdings, L.P., Oaktree AIF Investments, L.P., each a Delaware limited partnership, Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership, and any other Subsidiary of BOH, Atlas or OCH (whether now existing or hereafter formed) that is designated part of the Oaktree Operating Group by the Board of Directors (with, prior to the expiration of the Initial Period, the prior written consent of the Brookfield Member and, after the Initial Period and for so long as OCGH has the right to appoint an Oaktree Director, the prior written consent of OCGH, in each case, not to be unreasonably withheld, delayed or conditioned). For the further avoidance of doubt, unless the Board of Directors (with, prior to the expiration of the Initial Period, the prior written consent of the Brookfield Member and, after the Initial Period and for so long as OCGH has the right to appoint an Oaktree Director, the prior written consent of OCGH, in each case, not to be unreasonably withheld, delayed or conditioned) determines otherwise, none of Oaktree Capital II New Fund Splitter L.P., a Delaware limited partnership, Atlas Capital II LLC, a Delaware limited liability company, Oaktree New Holdings, LLC, a Delaware limited liability company, OCH, BOH, Brookfield OCM Holdings, Oaktree AIF Holdings II, LLC, a Delaware limited liability company, Atlas Holdings II, LLC, a Delaware limited liability company, Atlas SubCo Holdings LLC, a Delaware limited liability company, Brookfield OCM Holdings, LLC (f/k/a Oaktree Holdings, LLC), a Delaware limited liability company, or Oaktree Holdings, Ltd., a Cayman Islands exempted limited liability company, shall be included in the Oaktree Operating Group. “Oaktree Operating Group Member” means any partnership or other entity that is a part of the Oaktree Operating Group. “Oaktree Operating Group Unit” means (i) the aggregate of one common unit in each of the Oaktree Operating Group Members, representing a common equity interest in each such entity and (ii) the aggregate of one Class P Common Unit (and similar unit of the other Oaktree Operating Group Members) in each of the Oaktree Operating Group -10- Members, representing a common equity interest in each such entity, but subject to the Applicable Charge (or similar charge with respect to the other Oaktree Operating Group Members). “Oaktree Strategy” has the meaning set forth in the BOH Operating Agreement. “OCGH” has the meaning set forth in the recitals to this Agreement. “OCGH/OEP/OEU Indemnitee” means (i) the OCGH general partner and any of (a) the current and former direct and indirect members of the general partner of OCGH, (b) the current and former principals, officers, directors, employees and executive committee members of the general partner of OCGH, (c) the current and former officers of OCGH, and (d) the current and former limited partners of OCGH, in each case, solely in their respective capacities as such, (ii) the OEP general partner and any of (a) the current and former direct and indirect members of the general partner of OEP, (b) the current and former principals, officers, directors, employees and executive committee members of the general partner of OEP, (c) the current and former officers of OEP, and (d) the current and former limited partners of OEP, in each case, solely in their respective capacities as such and (iii) the OEU general partner and the general partner of each series of OEU and any of (a) the current and former direct and indirect members of the general partner of OEU (and/or the general partner of each series thereof), (b) the current and former principals, officers, directors, employees and executive committee members of the general partner of OEU (and/or the general partner of each series thereof), (c) the current and former officers of OEU (and/or each series thereof), and (d) the current and former limited partners of OEU (and/or each series thereof), in each case, solely in their respective capacities as such. “OCGH Units” means the limited partnership units of OCGH. “OCGH-Owned Units” has the meaning set forth in Section 7.04(a). “OCH” has the meaning set forth in the recitals to this Agreement. “OCH Indemnified Person” has the meaning of “Indemnified Person” in the OCH Operating Agreement. “OCH Operating Agreement” means that certain Fourth Amended and Restated Operating Agreement of OCH, dated as of March 15, 2024, as the same has been or may be amended, supplemented or restated from time to time. “OEP” has the meaning set forth in the recitals to this Agreement. “OEP Exchange Agreement” means the Amended and Restated Exchange Agreement, dated as of March 31, 2023, by and among OEP, BOH and the other parties thereto (as it may be amended, modified, supplemented or restated from time to time). “OEP Units” means the limited partnership units of OEP. “OEP-Owned Units” has the meaning set forth in Section 7.04(c). -11- “OEU” means Oaktree Equity Plan II, L.P., a Delaware series limited partnership consisting of Oaktree Equity Plan II, L.P. (Tracking Series) and Oaktree Equity Plan II, L.P. (Common Series) as of the Effective Date. “OEU Common Series” means Oaktree Equity Plan II, L.P. (Common Series), a series of OEU. “OEU Common Series-Owned Units” has the meaning set forth in Section 7.04(e). “OEU Common Units” means the limited partnership units of OEU associated with OEU Common Series. “OEU Exchange Agreement” means an exchange agreement governing the exchange of OEU Units to be entered into following the date of this Agreement. “OEU Tracking Series” means Oaktree Equity Plan II, L.P. (Tracking Series), a series of OEU. “OEU Tracking Series-Owned Units” has the meaning set forth in Section 7.04(d). “OEU Tracking Units” means the limited partnership units of OEU associated with OEU Tracking Series. “OEU Units” means the limited partnership units of OEU. For the avoidance of doubt, as of the Effective Date, there are two series of OEU Units: (i) OEU Tracking Units and (ii) OEU Common Units. “OEU-Owned Units” means, collectively, the OEU Tracking Series-Owned Units and the OEU Common Series-Owned Units. “Officers” has the meaning set forth in Section 3.04(a). “Original Agreement” has the meaning set forth in the recitals to this Agreement. “Other OpCo Applicable Charge” means, with respect to an Other OpCo, the “Applicable Charge” (or similar term) as defined in the governing agreement of such Other OpCo. “Other OpCo Class P Preferred Units Liquidation Amount” means, with respect to an Other OpCo, the “Class P Preferred Units Liquidation Amount” (or similar term) as defined in the governing agreement of such Other OpCo. “Other OpCo Class T Per-Unit Distribution Amount” means, with respect to an Other OpCo, the “Class T Per-Unit Distribution Amount” (or similar term) as defined in the governing agreement of such Other OpCo. “Other OpCo Class T Units” means, with respect to an Other OpCo, the “Class T Units” (or similar term) as defined in the governing agreement of such Other OpCo.
-12- “Other OpCo Common Units” means, with respect to an Other OpCo, the “Common Units” (or similar term) as defined in the governing agreement of such Other OpCo. “Other OpCo Per-Unit Distribution Amount” means, with respect to an Other OpCo, the “Per-Unit Distribution Amount” (or similar term) as defined in the governing agreement of such Other OpCo. “Other OpCo Special Distribution Rights” means, with respect to any Special Distribution Right, the equivalent special distribution rights carved out from the partnership units of the Other OpCos, pursuant to provisions in the limited partnership agreements of the Other OpCos that are similar to Section 4.02(a), as part of the Notes transactions that created such Special Distribution Right. “Other OpCos” means all of the entities that are part of the Oaktree Operating Group (other than the Partnership). “Partner” means, at any time, each person listed as a Partner (including the General Partner) on the books and records of the Partnership, in each case for so long as he, she or it remains a partner of the Partnership as provided hereunder. “Partner Nonrecourse Debt Minimum Gain” means an amount with respect to each partner nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4)) equal to the Partnership Minimum Gain that would result if such partner nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury Regulations Section 1.752- 1(a)(2)) determined in accordance with Treasury Regulations Section 1.704-2(i)(3). “Partner Nonrecourse Deductions” has the meaning ascribed to the term “partner nonrecourse deductions” set forth in Treasury Regulations Section 1.704-2(i)(2). “Partnership” has the meaning set forth in the preamble of this Agreement. “Partnership Minimum Gain” has the meaning set forth in Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d). “Partnership Representative” has the meaning set forth in Section 5.08(a). “Partnership Tax Audit” has the meaning set forth in Section 5.08(b). “Per-Unit Distribution Amount” means, as of any date within a Fiscal Year, with respect to any Common Unit outstanding as of such date, the aggregate amount of distributions paid to such Common Unit (excluding any distributions pursuant to Section 4.01(b) and other tax distributions) as of such date with respect to such Fiscal Year. “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity. -13- “Periodic Yield” has the meaning set forth in Section 4.02(a)(i). “Permitted OCGH Issuances” has the meaning set forth in Section 7.04(a). “Portfolio Company” has the meaning set forth in the BOH Operating Agreement. “Preferred Units” has the meaning set forth in the BOH Operating Agreement. “Profits” and “Losses” means, for each Fiscal Year or other period, the taxable income or loss of the Partnership, or particular items thereof, determined in accordance with the accounting method used by the Partnership for U.S. federal income tax purposes with the following adjustments: (a) all items of income, gain, loss or deduction allocated pursuant to Section 5.05 shall not be taken into account in computing such taxable income or loss; (b) any income of the Partnership that is exempt from U.S. federal income taxation and not otherwise taken into account in computing Profits and Losses shall be added to such taxable income or loss; (c) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, any gain or loss resulting from a disposition of such asset shall be calculated with reference to such Carrying Value; (d) upon an adjustment to the Carrying Value (other than an adjustment in respect of depreciation) of any asset, pursuant to the definition of Carrying Value, the amount of the adjustment shall be included as gain or loss in computing such taxable income or loss; (e) if the Carrying Value of any asset differs from its adjusted tax basis for U.S. federal income tax purposes, the amount of depreciation, amortization or cost recovery deductions with respect to such asset for purposes of determining Profits and Losses, if any, shall be an amount which bears the same ratio to such Carrying Value as the U.S. federal income tax depreciation, amortization or other cost recovery deductions bears to such adjusted tax basis (provided that if the U.S. federal income tax depreciation, amortization or other cost recovery deduction is zero, the General Partner may use any reasonable method for purposes of determining depreciation, amortization or other cost recovery deductions in calculating Profits and Losses); and (f) except for items in (a) above, any expenditures of the Partnership not deductible in computing taxable income or loss, not properly capitalizable and not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be treated as deductible items. “Reference Number of Units” has the meaning set forth in the BOH Operating Agreement. “Second Amended Agreement” has the meaning set forth in the recitals to this Agreement. “Series A Preferred Mirror Units” has the meaning set forth in Section 7.01. “Series B Preferred Mirror Units” has the meaning set forth in Section 7.01. “Seventh Amended Agreement” has the meaning set forth in the recitals to this Agreement. -14- “Similar Law” means any state, local, non-U.S. or other laws or regulations that would cause the underlying assets of the Partnership to be treated as assets of an investing entity by virtue of its investment (or any beneficial interest) in the Partnership and thereby subject the Partnership, the General Partner or, OCGH, OEP, or OEU (including each series thereof) (or other Persons responsible for the investment and operation of the Partnership’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title 1 of ERISA or Section 4975 of the Code. “Sixth Amended Agreement” has the meaning set forth in the recitals to this Agreement. “Special Distribution Right” has the meaning set forth in Section 4.02(a)(i). “Subsidiary” has the meaning set forth in the BOH Operating Agreement. “Tax Advances” has the meaning set forth in Section 5.07. “Tax Amount” has the meaning set forth in Section 4.01(b). “Tax Distributions” has the meaning set forth in Section 4.01(b). “Tax Indemnity” has the meaning set forth in Section 4.04. “Third Amended Agreement” has the meaning set forth in the recitals to this Agreement. “Total Percentage Interest” means, with respect to any Partner, the quotient obtained by dividing the number of Units (other than Class P Preferred Units) then owned by such Partner by the number of Units (other than Class P Preferred Units) then owned by all Partners. “Transfer” means, in respect of any Unit, property or other asset, any sale, assignment, transfer, distribution or other disposition thereof, whether voluntarily or by operation of Law, including the exchange of any Unit for any other security and any transfer that is part of an Exchange Transaction. “Transferee” means any Person that is a transferee of a Partner’s interest in the Partnership, or part thereof. “Treasury Regulations” means the income tax regulations, including temporary regulations, promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). “Unit” means a unit issued by the Partnership and authorized in accordance with this Agreement, which shall constitute interests in the Partnership as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof -15- may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement. ARTICLE II FORMATION, TERM, PURPOSE AND POWERS SECTION 2.01 Formation. The Partnership was formed as a limited partnership under the provisions of the Act by the filing on May 11, 2007 of the Certificate as provided in the recitals of this Agreement and the execution of the Original Agreement. If requested by the General Partner, the Limited Partners shall promptly execute all certificates and other documents consistent with the terms of this Agreement necessary for the General Partner to accomplish all filing, recording, publishing and other acts as may be appropriate to comply with all requirements for (a) the formation and operation of a limited partnership under the laws of the State of Delaware, (b) if the General Partner deems it advisable, the operation of the Partnership as a limited partnership, or partnership in which the Limited Partners have limited liability, in all jurisdictions where the Partnership proposes to operate and (c) all other filings required to be made by the Partnership. SECTION 2.02 Name. The name of the Partnership shall be, and the business of the Partnership shall be conducted under the name of, Oaktree Capital I, L.P. SECTION 2.03 Term. The term of the Partnership commenced on the date of the filing of the Certificate, and the term shall continue until the dissolution of the Partnership in accordance with Article IX. The existence of the Partnership shall continue until cancellation of the Certificate in the manner required by the Act. SECTION 2.04 Offices. The Partnership may have offices at such places either within or outside the State of Delaware as the General Partner from time to time may select. SECTION 2.05 Agent for Service of Process. The Partnership’s registered agent for service of process in the State of Delaware shall be as set forth in the Certificate, as the same may be amended by the General Partner from time to time. SECTION 2.06 Business Purpose. The Partnership was formed for the object and purpose of, and the nature and character of the business to be conducted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act, subject to the overriding principles set forth on Exhibit A hereto, which the Partnership shall abide by and comply with, and which the Partnership shall cause its Subsidiaries to abide by and comply with, in all respects at all times. SECTION 2.07 Powers of the Partnership. Subject to the limitations set forth in this Agreement, the Partnership will possess and may exercise all of the powers and privileges granted to it by the Act including the ownership and operation of the assets contributed to the Partnership by the Partners, by any other Law or this Agreement, together with all powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the purpose of the Partnership set forth in Section 2.06. Notwithstanding the foregoing, the Partnership shall not, nor shall the Partnership permit any of its Subsidiaries to, take any action that requires the consent of OCGH, Brookfield or the Brookfield Member under the
-16- BOH Operating Agreement or under this Agreement, in each case, without such consent of OCGH, Brookfield and the Brookfield Member, as applicable, in accordance with the terms of the foregoing agreements. SECTION 2.08 Partners; Admission of New Partners. Each of the Persons listed in the books and records of the Partnership, as the same may be amended from time to time in accordance with this Agreement, by virtue of the execution of this Agreement, are admitted as Partners of the Partnership. The rights, duties and liabilities of the Partners shall be as provided in the Act, except as is otherwise expressly provided herein, and the Partners consent to the variation of such rights, duties and liabilities as provided herein. A Person may be admitted from time to time as a new Partner in accordance with Article VIII; provided that each new Partner shall execute and deliver to the General Partner an appropriate supplement to this Agreement pursuant to which the new Partner agrees to be bound by the terms and conditions of the Agreement, as it may be amended from time to time. SECTION 2.09 Withdrawal. No Partner shall have the right to withdraw as a Partner of the Partnership other than following the Transfer of all Units owned by such Partner in accordance with Article VIII; provided that a new General Partner or substitute General Partner may be admitted to the Partnership in accordance with Section 8.07. ARTICLE III MANAGEMENT SECTION 3.01 General Partner. (a) Subject to the limitations set forth in this Agreement, including the final sentence of Section 2.07, the business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership. (b) Without limiting the foregoing provisions of this Section 3.01, but subject to the limitations set forth in this Agreement (including the final sentence of Section 2.07), the General Partner shall have the general power to manage or cause the management of the Partnership (which may be delegated to Officers of the Partnership), including the following powers: (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership; (iii) to develop and prepare a business plan each year; -17- (iv) the negotiation, execution and performance of any contracts, deeds, leases, licenses, conveyances, instruments of transfer or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership), or authorization of the foregoing; (v) to establish and enforce limits of authority and internal controls with respect to all personnel and functions; (vi) the employment, retention, selection and dismissal of officers, employees, agents, outside attorneys, accountants, advisors, consultants and contractors of the Partnership and the determination of their compensation and other terms of employment or hiring, and the creation and operation of employee benefit plans, employee programs and employee practices; (vii) to develop or cause to be developed accounting procedures for the maintenance of the Partnership’s books of account; and (viii) to do all such other acts as shall be authorized in this Agreement or by the Partners in writing from time to time. SECTION 3.02 Compensation. The General Partner shall not be entitled to any compensation for services rendered to the Partnership in its capacity as General Partner. SECTION 3.03 Expenses. The Partnership shall bear or reimburse the General Partner for any expenses incurred by the General Partner in connection with serving as the general partner of the Partnership. SECTION 3.04 Officers. The General Partner shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the General Partner. Such Persons so designated by the General Partner shall be referred to as “Officers”. The Officers shall have the titles, power, authority and duties as determined by the General Partner. No Officer, in its capacity as such, shall be considered a general partner of the Partnership by agreement, estoppel or as a result of the performance of its duties hereunder or otherwise. (a) Each Officer shall hold office until his or her successor is elected and qualified or until his or her earlier death, disability, resignation or removal. Any number of offices may be held by the same Person. (b) Any Officer may resign at any time upon written notice to the Partnership. Any Officer, agent or employee of the Partnership may be removed by the General Partner with or without cause at any time. The General Partner may delegate the power of removal as to Officers, agents and employees who have not been appointed by the General Partner. Such removal shall be without prejudice to a Person’s contract rights, if any, but the appointment of any Person as an Officer, agent or employee of the Partnership shall not of itself create contract rights. -18- (c) The General Partner may from time to time delegate the powers or duties of any Officer to any other Officers or agents, notwithstanding any provision hereof. (d) Unless otherwise directed by the General Partner, subject to the terms of this Agreement, the Chief Executive Officer or any other Officer of the Partnership shall have power to vote and otherwise act on behalf of the Partnership, in person or by proxy, at any meeting of Partners of or with respect to any action of equity holders of any other entity in which the Partnership may hold securities and otherwise to exercise any and all rights and powers which the Partnership may possess by reason of its ownership of securities in such other entities. (e) Except as otherwise expressly provided in this Agreement or required by the Act, (i) the duties and obligations owed to the Partnership by the Officers and the General Partner shall be the duty of care and duty of loyalty owed to a corporation organized under the DGCL by its officers and directors, respectively, and (ii) the duty of care and duty of loyalty owed to the Partners by the Officers and General Partner shall be the same as the duty of care and duty of loyalty owed to the stockholders of a corporation under the DGCL by its officers and directors, respectively. (f) The General Partner shall have the right to exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through the duly authorized Officers. SECTION 3.05 Authority of Partners. No Limited Partner, in its capacity as such, shall participate in or have any control over the business of the Partnership. Except as expressly provided herein, the Units do not confer any rights upon the Limited Partners to participate in the affairs of the Partnership described in this Agreement. Except as expressly provided herein, the Limited Partners shall have no right to vote on any matter involving the Partnership, including with respect to any merger, consolidation, combination or conversion of the Partnership. The conduct, control and management of the Partnership shall be vested exclusively in the General Partner. In all matters relating to or arising out of the conduct of the operation of the Partnership, the decision of the General Partner shall be the decision of the Partnership. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separate agreement with the Partnership, no Partner who is not also a General Partner (and acting in such capacity) shall take any part in the management or control of the operation or business of the Partnership in its capacity as a Partner, nor shall any Partner who is not also a General Partner (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Partnership in his or its capacity as a Partner in any respect or assume any obligation or responsibility of the Partnership or of any other Partner. Notwithstanding the foregoing, the Partnership may employ one or more Partners from time to time, and such Partners, in their capacity as employees of the Partnership (and not, for clarity, in their capacity as Limited Partners of the Partnership), may take part in the control and management of the business of the Partnership to the extent such authority and power to act for or on behalf of the Partnership has been delegated to them by the General Partner. For the avoidance of doubt, nothing in this Section 3.05 shall limit, in any way, the requirement to, at all times, comply with the final sentence of Section 2.07. -19- SECTION 3.06 Action by Written Consent or Ratification. Any action required or permitted to be taken by the Partners pursuant to this Agreement shall be taken if all Partners whose consent or ratification is required consent thereto or provide a ratification in writing. SECTION 3.07 Brookfield-Owned Units. No action taken by any Brookfield LP in such holder’s capacity as a Limited Partner with respect to its Brookfield-Owned Units, including any Transfer of, or vote or consent in respect of, such Brookfield-Owned Units by such Brookfield LP, shall be valid unless such action has been previously approved in writing by the Brookfield Member. In addition, all notices, information, requests for consent and similar distributions made to Brookfield LPs in respect of Brookfield-Owned Units shall simultaneously be sent directly to the Brookfield Member by the Partnership, in accordance with the notice provisions in the BOH Operating Agreement. In the event any Person who is the General Partner holds any Brookfield-Owned Units, such Brookfield-Owned Units shall be deemed to be held by such Person solely in its capacity as a Limited Partner (and thus as a Brookfield LP) and not in its capacity as the General Partner. ARTICLE IV DISTRIBUTIONS SECTION 4.01 Distributions. (a) Subject to Sections 4.02, 4.03, 4.04 and 4.07, distributions of Available Cash shall be made in accordance with the Cash Distribution Policy, pro rata in accordance with the Partners’ respective Total Percentage Interests. For the avoidance of doubt, (i) the portion of any such distributions made in respect of Brookfield-Owned Units shall be further apportioned and distributed pursuant to the priorities set forth in Section 4.02(b), (ii) the General Partner, in its capacity as such, shall not participate in any distributions, (iii) the Class P Preferred Units shall not participate in any distributions, other than with respect to the Applicable Charge and (iv) the right of the Class T Units to participate in distributions shall be limited as set forth in Section 4.07(g). (b) In addition to the distributions of Available Cash contemplated by Section 4.01(a), but subject to Sections 4.02, 4.03, 4.04 and 4.07, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners (“Net Taxable Income”), and that distributions of Available Cash in accordance with the Cash Distribution Policy for such Fiscal Year and other distributions made by the Partnership for such Fiscal Year would otherwise be insufficient to cover the income tax liabilities of the Partners arising from such taxable income, then the General Partner shall cause the Partnership to distribute additional cash (if any and determined after taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner reasonably determines to be necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership’s operations, in each case determined in a manner consistent with the Cash Distribution Policy) in respect of income tax liabilities (the “Tax Distributions”), pro rata in accordance with the Partners’ respective Total Percentage Interests. The Tax Distributions payable with respect to a period shall be computed based upon the General Partner’s estimate of the allocable Net Taxable Income in accordance with
-20- Article V for such period, multiplied by the Assumed Tax Rate (the “Tax Amount”). For purposes of computing the Tax Amount, the effect of any benefit to a Partner under Section 743(b) of the Code will be ignored. To the extent required to be made, the Partnership shall make Tax Distributions quarterly based on the expected, estimated taxable income of the Partnership for the relevant quarter as reasonably determined by the General Partner, and within 90 days after the end of the Fiscal Year with respect to a Fiscal Year. For the avoidance of doubt, the portion of any Tax Distribution in respect of Brookfield-Owned Units (excluding any Class P Preferred Units, which for the avoidance of doubt are not entitled to Tax Distributions) shall be further apportioned and distributed pursuant to the priorities set forth in Section 4.02(b). (c) In addition to the distributions contemplated by Sections 4.01(a), 4.01(b) and 4.07, the Partnership may, with the prior written approval of all of the Partners, make additional distributions as mutually agreed by all of the Partners, pro rata in accordance with the Partners’ respective Total Percentage Interests. For the avoidance of doubt, the portion of any such distribution in respect of Brookfield-Owned Units (excluding any Class P Preferred Units, which for the avoidance of doubt are excluded from the calculation of Total Percentage Interests) shall be further apportioned and distributed pursuant to the priorities set forth in Section 4.02(b) and Section 4.07(g), as applicable. SECTION 4.02 Distributions Relating to Notes. (a) In connection with the issuance of ExchangeCo Notes by certain wholly- owned subsidiaries of ExchangeCo (each such subsidiary, an “ExchangeCo Note Issuer”) in exchange for the contribution of Units to such ExchangeCo Notes Issuer and in connection with the other transactions contemplated by the ExchangeCo Note Purchase Agreements, the Partnership, the Brookfield Member and each Partner agree as follows, and each shall take all actions necessary to effectuate the same: (i) For each such ExchangeCo Note, there will be carved out from the rights of the Brookfield-Owned Units to receive distributions from the Partnership, the economic right (the “Special Distribution Right”) to receive solely from amounts otherwise distributable to Brookfield LPs in respect of Brookfield-Owned Units, a cumulative amount (when added to all distributions in respect of Other OpCo Special Distribution Rights related to such Special Distribution Right that are directly or indirectly owned by Brookfield) equal to the sum of (A) a base amount that is equal to the outstanding principal amount of such ExchangeCo Note (the “Base Amount”), which Base Amount will be due no later than the maturity of such ExchangeCo Note, (B) a periodic yield on the outstanding portion of such Base Amount that accrues at the same rate as the interest rate on such ExchangeCo Note (the “Periodic Yield”) and (C) such additional amounts (if any) as are sufficient to satisfy all other obligations under such ExchangeCo Note and the ExchangeCo Note Documents as defined in the applicable ExchangeCo Note Purchase Agreement, such Special Distribution Right, and all related Other OpCo Special Distribution Rights (such additional amounts, the “Miscellaneous Amounts”), including administrative expenses and enforcement costs. For the avoidance of doubt, the Special Distribution Right will not increase or change the amount distributable in respect of any Brookfield-Owned Unit, or decrease or -21- change the amount distributable in respect of any OCGH-Owned Unit or any OEP- Owned Unit, or otherwise change the pari passu, pro rata nature of Units; instead, it will operate to apportion amounts otherwise distributable to Brookfield LPs in respect of Brookfield-Owned Units to the holder of such Special Distribution Right. (ii) The Special Distribution Right with respect to an ExchangeCo Note will be held by, and exist for the benefit of, the ExchangeCo Note Issuer for such ExchangeCo Note. (iii) As a condition to holding the Special Distribution Right for an ExchangeCo Note, the Units received by the ExchangeCo Note Issuer (through ExchangeCo) from OCGH in connection with such ExchangeCo Note Issuer’s issuance of such ExchangeCo Note will be cancelled. Simultaneously, in exchange for the Brookfield LPs bearing the economic burden of such Special Distribution Right, the Partnership will issue to the Brookfield LPs the same number and type of Units as are so cancelled. For the avoidance of doubt, such cancellation and issuance will not result in any net change to the number and type of Units outstanding; instead, they will result in a net increase to Brookfield-Owned Units that exactly offsets the net decrease in OCGH-Owned Units from OCGH’s contribution of Units to ExchangeCo (and ExchangeCo’s subsequent contribution of such Units to the ExchangeCo Note Issuer) in connection with the issuance of the applicable ExchangeCo Note. (iv) In connection with any distribution in respect of the Units, each ExchangeCo Note Issuer will be entitled to an amount to be distributed in respect of each Special Distribution Right held by such ExchangeCo Note Issuer; provided that such amount (A) will not be less than the sum of (x) all accrued and unpaid Periodic Yield for such Special Distribution Right, (y) all outstanding Miscellaneous Amounts for such Special Distribution Right and (z) any unpaid Base Amount and (B) will not be more than, when added to (x) all previous distributions in respect of such Special Distribution Right and (y) all previous distributions by Other OpCos in respect of Other OpCo Special Distribution Rights that are related to such Special Distribution Right, the cumulative economic entitlement represented by such Special Distribution Right and such related Other OpCo Special Distribution Rights, in each case as determined by the ExchangeCo Note Issuer and notified to the Partnership. Notwithstanding the foregoing, the cumulative distributions by the Partnership to the applicable Notes Issuer prior to the maturity (whether stated or accelerated) of the ExchangeCo Note with respect to its Special Distribution Right shall not exceed all Periodic Yield, all Miscellaneous Amounts and 90% of the Base Amount thereof, in each case, attributable to the Special Distribution Right of the Partnership. (v) Upon payment in full of an ExchangeCo Note and all other obligations under the “ExchangeCo Note Documents” as defined in the applicable ExchangeCo Note Purchase Agreement, the Special Distribution Right for such ExchangeCo Note will be cancelled. -22- (b) In the event any ExchangeCo Note or Atlas Note (each, a “Note”) is outstanding, then amounts distributable pursuant to Section 4.01 or 9.03 in respect of Brookfield- Owned Units (including any Special Distribution Rights carved out therefrom) shall be apportioned and distributed as between the Brookfield LPs and the ExchangeCo Note Issuers in the following order of priority: (i) first, to the Brookfield LPs until the Brookfield LPs have received cumulative distributions pursuant to this Section 4.02(b)(i) equal to its cumulative Brookfield Tax/TPE Amounts; (ii) second, to the Brookfield LPs, on the one hand, and each ExchangeCo Note Issuer, on the other hand, pro rata in proportion to the respective amounts receivable by them under this Section 4.02(b)(ii), until, (A) in the case of the Brookfield LPs, the Brookfield LPs have received an aggregate amount, when combined with all related distributions by the Other OpCos in respect of the Brookfield-Owned Other OpCo Units (excluding distributions in respect of Special Distribution Rights and Other OpCo Special Distribution Rights), equal to all accrued and unpaid interest and other amounts then owing (but excluding outstanding principal) in respect of all outstanding Atlas Notes, and (B) in the case of an ExchangeCo Note Issuer, such ExchangeCo Note Issuer has received an aggregate amount, when combined with all related distributions by the Other OpCos in respect of related Other OpCo Special Distribution Rights, equal to all accrued and unpaid Periodic Yield and all Miscellaneous Amounts then owing in respect of such ExchangeCo Note Issuer’s Special Distribution Rights and related Other OpCo Special Distribution Rights; (iii) third, in the event any outstanding principal under any Note is then due, (A) in the case such Note is an Atlas Note, to the Brookfield LPs until the Brookfield LPs have received an aggregate amount, when combined with all related distributions by the Other OpCos in respect of the Brookfield-Owned Other OpCo Units (excluding distributions in respect of Special Distribution Rights and Other OpCo Special Distribution Rights), equal to such outstanding principal, and (B) in the case such Note is an ExchangeCo Note, to the ExchangeCo Note Issuer for such ExchangeCo Note until such ExchangeCo Note Issuer has received an aggregate amount, when combined with all related distributions by the Other OpCos in respect of related Other OpCo Special Distribution Rights, equal to the outstanding Base Amount for the Special Distribution Right for such ExchangeCo Note; provided that, (x) in the event the outstanding principal under more than one Note is then due, distributions under this Section 4.02(b)(iii) shall be made in chronological order of the maturity date of such Notes starting with the earliest maturity date, and (y) in the event two or more Notes have the same maturity date, distributions under this Section 4.02(b)(iii) in respect of such Notes with the same maturity date shall be made pro rata in proportion to the respective amounts receivable in respect of such Notes under this Section 4.02(b)(iii); and -23- (iv) thereafter, in the event of any remaining outstanding principal under any Note (regardless of whether such outstanding principal is then due), (A) in the case such Note is an Atlas Note, to the Brookfield LPs until the Brookfield LPs have received an aggregate amount, when combined with all related distributions by the Other OpCos in respect of the Brookfield-Owned Other OpCo Units (excluding distributions in respect of Other OpCo Special Distribution Rights), equal to such remaining outstanding principal, and (B) in the case such Note is an ExchangeCo Note, to the ExchangeCo Note Issuer for such ExchangeCo Note until such ExchangeCo Note Issuer has received an aggregate amount, when combined with all related distributions by the Other OpCos in respect of related Other OpCo Special Distribution Rights, necessary to reduce the remaining outstanding Base Amount for the Special Distribution Right for such ExchangeCo Note to 10% of its original Base Amount; provided that, (x) in the event there is more than one Note with remaining outstanding principal or remaining outstanding Base Amount, distributions under this Section 4.02(b)(iv) shall be made in chronological order of the maturity date of such Notes starting with the earliest maturity date, and (y) in the event any such Notes have the same maturity date, distributions under this Section 4.02(b)(iv) in respect of such Notes with the same maturity date shall be made pro rata in proportion to the respective amounts receivable in respect of such Notes under this Section 4.02(b)(iv). “Brookfield Tax/TPE Amounts” means the aggregate taxes and unaffiliated third-party expenses (i.e., bona fide out-of-pocket expenses directly incurred and paid to Persons who are unaffiliated with the Brookfield Member and its Affiliates) that are payable and actually paid by the Brookfield Member or any of its direct or indirect Affiliates in connection with their ownership or sale or disposition of the Brookfield-Owned Units (but excluding any Class P Preferred Units). The Brookfield Member shall provide the Partnership and OCGH with an officer’s certificate from time to time certifying as to the amount and type of the Brookfield Tax/TPE Amounts with respect to which distributions are to be made pursuant to Section 4.02(b)(i). The Brookfield Member shall provide OCGH with such information about the Brookfield Tax/TPE Amounts as reasonably requested by OCGH for purposes of verifying the amount and nature of Brookfield Tax/TPE Amounts. For purposes of calculating Brookfield Tax/TPE Amounts, any net operating losses and similar tax attributes utilized shall be treated as attributable to the ownership or sale or disposition of the Brookfield-Owned Units, on the one hand, and the Brookfield Member’s or any of its direct or indirect partners’ other activities, on the other hand, in proportion to the gross taxable income attributable to each. (c) In the event of any direct or indirect sale or other disposition of any Brookfield-Owned Unit other than to an unaffiliated third party, the Brookfield Member shall cause all proceeds from such sale or other disposition to be applied pursuant to Section 4.02(b) (including in the priorities and proportions contemplated thereunder) mutatis mutandis, as if such proceeds were distributions governed by Section 4.02(b), in each case, to the extent such payment would be required to be made pursuant to Section 7.3(a) of the Note Purchase Agreement governing the Atlas Notes or the corresponding section of the ExchangeCo Note Purchase Agreement.
-24- (d) The Brookfield LPs and the Brookfield Member shall cause all amounts apportioned and distributed pursuant to Section 4.02(b) in respect of any Atlas Note to be used by the Atlas Note Issuer solely to satisfy the corresponding Atlas Note obligations with respect to which such amounts were calculated. The Partnership shall take such actions as are, (i) reasonably requested by the Brookfield Member during the Initial Period, and (ii) reasonably requested by OCGH after the Initial Period, to facilitate such satisfaction of such obligations, including by delivering such amounts directly to the Atlas Note Issuer on behalf of the Brookfield LPs or to the holder of any Atlas Note as payment on behalf of such Atlas Note Issuer. (e) OCGH shall cause all amounts apportioned and distributed pursuant to Section 4.02(b) in respect of the Special Distribution Right for any ExchangeCo Note to be used by the applicable ExchangeCo Note Issuer solely to satisfy the corresponding ExchangeCo Note obligations with respect to which such amounts were calculated. The Partnership shall take such actions as are reasonably requested by OCGH or the Brookfield Member to facilitate such satisfaction of such obligations, including by delivering such amounts directly to the holder of any ExchangeCo Note as payment on behalf of the applicable ExchangeCo Note Issuer. (f) OCGH shall provide the Brookfield Member with good faith estimates, based upon reasonably available information to OCGH at the time, of current tax basis information with respect to the Special Distribution Rights held indirectly (through the ExchangeCo Note Issuers) by ExchangeCo (with respect to each series thereof) (i) promptly upon the request of the Brookfield Member, (ii) on a quarterly basis, no later than 15 days prior to any quarterly distribution, and (iii) reasonably prior to (A) any contributions or other distributions (including deemed contributions and distributions pursuant to Section 752 of the Code) indirectly (through the ExchangeCo Note Issuers) by or to ExchangeCo and (B) the realization of any extraordinary item of income, gain, loss or deduction of the Partnership. (g) Set forth on Exhibit B hereto are illustrative examples of distributions in accordance with this Section 4.02. SECTION 4.03 Certain Special Distributions. (a) [Reserved] (b) In the event BOH has indemnification and advancement obligations to BOH Indemnified Persons under the BOH Operating Agreement and such obligations are not satisfied by the Partnership, the Other OpCos or Persons other than BOH, the Partnership shall make special distributions as are necessary to the Brookfield LPs, who, in turn, shall make further distributions of the same amount to BOH for use by BOH solely for purposes of satisfying such obligations. In the event BOH subsequently receives funds from other sources (including any reimbursement under insurance policies, recovery against third parties, or otherwise) such that such distribution (or any portion thereof) would have been unnecessary had BOH received such funds prior to the time of such distribution, the Brookfield LPs and the Brookfield Member shall promptly cause BOH to return such distribution (or such portion thereof) to the Partnership. (c) In the event that OCH, BOH, Atlas, or any Intermediate Subsidiary has expense obligations that constitute Group Expenses (as defined in the Cash Distribution Policy), -25- and such obligations are not satisfied directly by the Partnership or the Other OpCos, the Partnership shall make special distributions as are necessary to the Brookfield LPs, who, in turn, shall make further distributions of the same amount to OCH, BOH, Atlas or such Intermediate Subsidiary for use by OCH, BOH, Atlas or such Intermediate Subsidiary solely for purposes of satisfying such obligations; provided that special distributions pursuant to this Section 4.03(c) shall be made only to the extent the cumulative amount of Group Expenses that are actually paid by OCH, BOH, Atlas and the Intermediate Subsidiaries exceed the Closing Cash Amount (it being understood that such special distributions shall be only for such excess); provided, further, that, for purposes of determining the Group Expenses actually paid, any routine fees, costs or expenses incurred in connection with the existence and operation of the Intermediate Subsidiaries shall be included in the calculation thereof, irrespective of whether such fees, costs or expenses constitute “Group Expenses”. “Closing Cash Amount” means the aggregate value of the unrestricted cash and cash equivalents held by OCH, BOH and the Intermediate Subsidiaries immediately prior to the closing of the Merger. For the avoidance of doubt, the Closing Cash Amount excludes cash and cash equivalents (if any) contributed or paid by Brookfield and its Affiliates. Upon request, OCH, BOH, Atlas, or such Intermediate Subsidiary, as applicable, shall provide OCGH with reasonable supporting materials regarding such Group Expenses, including a certification from an officer of OCH, BOH, Atlas, or such Intermediate Subsidiary, as applicable, that such information is complete and accurate in all material respects. (d) For the avoidance of doubt, any special distribution made pursuant to Section 4.03(a), 4.03(b) or 4.03(c) shall be in addition to, and shall not count towards determining the amounts distributable to the Brookfield LPs pursuant to Section 4.01, and no corresponding distribution shall be made to OCGH, OEP, OEU Tracking Series, OEU Common Series or the other holders of Oaktree Operating Group Units. SECTION 4.04 Tax Indemnity. To the extent not reserved for on the consolidated balance sheet of BOH as of the Merger Closing Date, OCGH shall indemnify Brookfield and its Affiliates for the Applicable Percentage of any taxes (other than payroll taxes and other employee-related taxes), including interest and penalties, of the Oaktree Operating Group Member and their Subsidiaries for taxable periods (or portions thereof) ending on or before the Merger Closing Date (the “Tax Indemnity”). Any damages to which Brookfield and its Affiliates are entitled under the Tax Indemnity shall be solely recoverable by an offset against distributions otherwise payable to OCGH pursuant to this Agreement and the operating agreements of the Other OpCos. For all purposes of this Agreement, OCGH shall be treated as having received a distribution in an amount equal to such recoverable damages. The “Applicable Percentage” shall be equal to the difference between (a) OCGH’s economic percentage interest in the Oaktree Operating Group immediately prior to the closing of the merger of Berlin Merger Sub, LLC, a wholly-owned subsidiary of Brookfield, with and into BOH (the “Merger”) and (b) OCGH’s economic percentage interest in the Oaktree Operating Group immediately after the closing of the Merger (after giving effect to the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 13, 2019 (the “Merger Agreement”)). The Tax Indemnity shall survive until 60 calendar days after the expiration of the applicable statute of limitations. SECTION 4.05 Liquidation Distribution. Distributions made upon dissolution of the Partnership shall be made as provided in Section 9.03. -26- SECTION 4.06 Limitations on Distribution. Notwithstanding any provision to the contrary contained in this Agreement, the General Partner shall not make a Partnership distribution to any Partner (a) if such distribution would violate Section 17-607 of the Act or other applicable Law or (b) if, after giving effect to such distribution, such Partner’s Capital Account would be negative. SECTION 4.07 Oaktree Equity Plan; Oaktree Equity Plan II; Class T Units; Class P Units. OEP and OEU are entities through which certain employees of Oaktree Operating Group Members or their respective subsidiaries participate in certain equity interests and profits interests of the Oaktree Operating Group. In connection therewith, as of April 22, 2022, (x) OEP owned (i) 384,242 Common Units acquired from OCGH, and (ii) 3,457,947 Class P Common Units and (y) the Brookfield LP owned (among other Units) 3,457,947 Class P Preferred Units. On December 26, 2024, OEU Tracking Series issued 1,700,000 OEU Tracking Units and in connection therewith, the Partnership issued 1,700,000 Class T Units to OEU Tracking Series. On March 21, 2025, OEU Tracking Series issued an additional 150,000 OEU Tracking Units and in connection therewith, the Partnership issued an additional 150,000 Class T Units to OEU Tracking Series. On June 18, 2025, OEU Tracking Series issued an additional 150,000 OEU Tracking Units and in connection therewith, the Partnership issued an additional 150,000 Class T Units to OEU Tracking Series. The number of Units held by OEP, OEU Tracking Series, OEU Common Series and the Brookfield LP is expected to change as OEP-Owned Units and OEU Common Series- Owned Units are exchanged pursuant to the OEP Exchange Agreement and the OEU Exchange Agreement, respectively, or OEU Tracking Series-Owned Units are transferred pursuant to the governing agreement of OEU. The number of Class P Common Units outstanding on any date shall always equal the number of Class P Preferred Units outstanding on such date. (a) The Class P Common Units represent a profits interest in the Partnership, and distributions in respect of the Class P Common Units will be subordinated to a priority payment (the “Applicable Charge”), calculated quarterly as of the end of each fiscal quarter. The Applicable Charge shall be calculated separately with respect to each Class P Common Unit and shall equal the product of (i) 1%, multiplied by (ii) the Base Value of such Class P Common Unit. The Applicable Charge of each Class P Common Unit will be paid to the holders of Class P Preferred Units from the following sources in the following order: (i) first, Available Cash that would otherwise be distributable (other than under Section 4.01(b) and distributions to OEP in an amount sufficient to enable OEP to pay its partnership expenses for such fiscal quarter) or payable to OEP in respect of such Class P Common Unit and (ii) second, Available Cash that would otherwise be distributable (including under Section 4.01(b) but excluding distributions to OEP in an amount sufficient to enable OEP to pay its partnership expenses for such fiscal quarter) or payable to OEP in respect of its Common Units. If the Applicable Charge with respect to a fiscal quarter remains unsatisfied (i.e., the amount of distributions from the Partnership to the Class P Preferred Units in respect of the Applicable Charge in a fiscal quarter is less than the amount of the Applicable Charge for such fiscal quarter), then such shortfall shall be added to the Applicable Charge in the following fiscal quarter. The Applicable Charge is intended to be treated as a preferred allocation of net income for U.S. federal income tax purposes. (b) In the event that the distributions to the Class P Preferred Units with respect to a fiscal quarter are less than the amount of the Applicable Charge for such fiscal quarter, then the amounts otherwise distributable or payable to OEP (other than tax distributions and -27- distributions to OEP in an amount sufficient to enable OEP to pay its partnership expenses for such fiscal quarter) from the Other OpCos shall be distributed to the Brookfield LP in order to satisfy the Applicable Charge or the Other OpCo Applicable Charges. In addition, in the event of a shortfall in payment with respect to an Other OpCo Applicable Charge in a fiscal quarter, amounts otherwise distributable (other than under Section 4.01(b) and distributions to OEP in an amount sufficient to enable OEP to pay its partnership expenses for such fiscal quarter) or payable to OEP from the Partnership with respect to such fiscal quarter shall instead be paid to the Brookfield LP up to an amount equal to the shortfall of such Other OpCo Applicable Charge. For the avoidance of doubt, the Brookfield LP shall not, with respect to its Class P Preferred Units and comparable preferred units of the other OpCos, be entitled to receive distributions and payments with respect to a fiscal quarter in an amount greater than the sum of the Applicable Charge and the Other OpCo Applicable Charges for such fiscal quarter. (c) For the avoidance of doubt, (i) the Class P Common Units shall be entitled to participate in distributions in a manner described in Section 4.01(a), net of the Applicable Charge described in Section 4.07(a), and (ii) the Class P Preferred Units shall be entitled to receive the Applicable Charge described in Section 4.07(a), but shall not be entitled to participate in any other distributions from the Partnership. (d) In the event that OEP Units are exchanged by the Brookfield LP or an Affiliate thereof in accordance with the terms of the OEP Exchange Agreement, then a corresponding number of OEP-Owned Units (90% of which shall be Class P Common Units and 10% of which shall be Common Units) shall through a number of steps become owned by the Brookfield LP. In connection therewith, (i) the Class P Common Units owned by the Brookfield LP shall each be immediately converted to a Common Unit and (ii) an equal number of Class P Preferred Units held by the Brookfield LP shall be immediately cancelled. In addition and for the avoidance of doubt, if any amount of the Applicable Charge is withheld from proceeds pursuant to an exchange transaction relating to the OEP-Owned Units in accordance with the terms of the OEP Exchange Agreement, the Applicable Charge shall reduce exchange proceeds on a Unit-by- Unit basis. Further, any exchange of OEP-Owned Units by the Brookfield LP shall be made in multiples of ten (10) OEP-Owned Units. (e) Notwithstanding anything to the contrary herein, OEP shall not, without the consent of the Brookfield LP, hold more than 9.9% of the Units issued and outstanding. (f) Set forth on Exhibit C hereto are illustrative examples of distributions in respect of the Class P Common Units and in respect of the Applicable Charge to the Class P Preferred Units described in this Section 4.07. (g) The Class T Units represent a profits interest in the Partnership, and the right of the Class T Units to participate in distributions attributable to any Fiscal Year, commencing with distributions attributable to Fiscal Year 2025 (which, for the avoidance of doubt, are expected to be distributed initially during the second fiscal quarter of Fiscal Year 2025), will be limited as follows: (i) The Class T Units shall participate in distributions, if any, until OEU Tracking Series has received, with respect to its Class T Units and Other OpCo Class T
-28- Units outstanding as of the date of such distributions, aggregate distributions attributable to such Fiscal Year such that the sum of the Class T Per-Unit Distribution Amount and the Other OpCo Class T Per-Unit Distribution Amounts equals $1.00. (ii) After OEU Tracking Series has fully received all distributions with respect to its Class T Units and Other OpCo Class T Units as set forth in Section 4.07(g)(i), the Class T Units shall not participate in further distributions, if any, attributable to such Fiscal Year (other than any Class T Tax Distributions) until the sum of the Per-Unit Distribution Amount and Other OpCo Per-Unit Distribution Amount attributable to a Common Unit equals $3.78 (excluding, for the avoidance of doubt, any Class T Tax Distributions and tax distributions pursuant to Section 4.01(b) and other tax distributions). For the avoidance of doubt, the Class T Units shall not be entitled to participate alongside Common Units in any distribution amounts between $1.01 and $3.78 per unit attributable to any Fiscal Year. (iii) Thereafter, if and to the extent that the Partnership and the Other OpCos make distributions attributable to such Fiscal Year in excess of $3.78, the Class T Units shall again participate in all such additional distribution amounts that are attributable to such Fiscal Year. (iv) For the avoidance of doubt, the Class T Units shall be entitled to participate in distributions in a manner described in Section 4.01(a), except as set forth in Section 4.07(g)(ii). (v) Section 4.01(b) shall not apply to the Class T Units, and in lieu thereof, in addition to the distributions of Available Cash contemplated by Section 4.01(a), but subject to Sections 4.02, 4.03, 4.04 and 4.07, if the General Partner reasonably determines that the taxable income of the Partnership for a Fiscal Year will give rise to taxable income for the Partners in excess of distributions of Available Cash to such Partners with respect to such Fiscal Year (“Net Class T Non-Cash Taxable Income”), then the General Partner shall cause the Partnership to distribute additional cash (if any and determined after taking into account all debts, liabilities and obligations of the Partnership then due and amounts which the General Partner reasonably determines to be necessary to expend or retain for working capital or to place into reserves for customary and usual claims with respect to the Partnership’s operations, in each case determined in a manner consistent with the Cash Distribution Policy) in respect of income tax liabilities (the “Class T Tax Distributions”), to holders of Class T Units pro rata in accordance with the allocation of Net Class T Non- Cash Taxable Income among the holders of Class T Units. The Class T Tax Distributions payable with respect to a period shall be computed based upon the General Partner’s estimate of the allocable Net Class T Non-Cash Taxable Income in accordance with Article V for such period, multiplied by the Assumed Tax Rate. For purposes of computing the Class T Tax Distributions, the effect of any benefit to a Partner under Section 743(b) of the Code will be ignored. To the extent required to be made, the Partnership shall make Class T Tax Distributions quarterly based on the expected, estimated Net Class T Non-Cash Taxable Income of the Partnership for the relevant quarter as reasonably determined by the General Partner, and within a reasonable time after the end of the Fiscal Year with respect to a Fiscal Year. Any Class T Tax Distributions shall be advances against amounts otherwise distributable upon liquidation of the Partnership with respect to Class T Units -29- under Section 9.03 or shall adjust the number of Common Units into which the Class T Units are convertible pursuant to Section 4.07(h) and the governing agreement of OEU but shall not otherwise reduce distributions by the Partnership. (h) Pursuant to the governing agreement of OEU, under the circumstances specified therein, (i) holders of OEU Tracking Units have the right to convert such OEU Tracking Units into OEU Common Units and (ii) OEU Tracking Units are subject to automatic conversion into OEU Common Units. In the event that OEU Tracking Units are converted into OEU Common Units in accordance with the governing agreement of OEU, then a number of Class T Units equal to the number of OEU Tracking Units that were subject to such conversion at OEU shall immediately be converted into a number of Common Units equal to the number of OEU Common Units resulting from such conversion at OEU (i.e., on a one for one basis). Immediately thereafter, and notwithstanding anything in this Agreement to the contrary, such converted Common Units shall be transferred from OEU Tracking Series to OEU Common Series in accordance with the governing agreement of OEU. To the extent any distributions are made during the period between the date on which a holder of OEU Tracking Units has elected to convert such OEU Tracking Units into OEU Common Units and the date upon which the Conversion CEV (as defined in the governing agreement of OEU) is established, the General Partner may take such steps as it deems appropriate in its reasonable good faith discretion to implement the intended economic benefits of this Agreement, which may include allocating any distribution among the Units as it deems appropriate or, after the Conversion CEV is established, making a true-up distribution to the Common Units resulting from the corresponding conversion of Class T Units; provided that in no event shall such holder receive any amounts in excess of the value such holder would have received had such OEU Tracking Units been so converted on the date of such election. In addition, in the event that OEU Common Units are exchanged by the Brookfield LP or an Affiliate thereof in accordance with the terms of the OEU Exchange Agreement, then a corresponding number of Common Units held by OEU Common Series shall through a number of steps become owned by the Brookfield LP. (i) Notwithstanding anything to the contrary herein, OEU shall not, without the consent of the Brookfield LP, hold more than 9.9% of the Units issued and outstanding. (j) Set forth on Exhibit F hereto are illustrative examples of distributions in respect of the Class T Units described in this Section 4.07. ARTICLE V CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS; TAX ALLOCATIONS; TAX MATTERS SECTION 5.01 Initial Capital Contributions. The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Units as specified in the books and records of the Partnership. SECTION 5.02 No Additional Capital Contributions. Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions -30- to the Partnership without the consent of such Partner or be permitted to make additional capital contributions to the Partnership without the consent of all Partners. SECTION 5.03 Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained for each Partner in accordance with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited with such Partner’s Capital Contributions, if any, all Profits allocated to such Partner pursuant to Section 5.04 and any items of income or gain which are specially allocated pursuant to Section 5.05; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.04, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.05, and all cash and the Carrying Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any interest in the Partnership in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest. SECTION 5.04 Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain or loss or deduction of the Partnership) shall be allocated in a manner such that the Capital Account of each Partner after giving effect to the Special Allocations set forth in Section 5.05 is, as nearly as possible, equal (proportionately) to (a) the distributions that would be made pursuant to Article IV if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Carrying Value, all Partnership liabilities were satisfied (limited with respect to each non-recourse liability to the Carrying Value of the assets securing such liability) and the net assets of the Partnership were distributed to the Partners pursuant to this Agreement, minus (b) such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. The General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership. SECTION 5.05 Special Allocations. Notwithstanding any other provision in this Article V: (a) Minimum Gain Chargeback. If there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704- 2(g) and 1.704-2(i)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.05(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2(f) and 1.704-2(i)(4). -31- (b) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in such Partner’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.05(b) shall be made only to the extent that a Partner would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if this Section 5.05(b) were not in this Agreement. This Section 5.05(b) is intended to comply with the “qualified income offset” requirement of the Code and shall be interpreted consistently therewith. (c) Gross Income Allocation. If any Partner has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.05(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Article V have been tentatively made as if Section 5.05(b) and this Section 5.05(c) were not in this Agreement. (d) Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners in accordance with their respective Total Percentage Interests. (e) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j). (f) Creditable Foreign Taxes. Creditable Foreign Taxes for any taxable period attributable to the Partnership, or an entity owned directly or indirectly by the Partnership, shall be allocated to the Partners in proportion to the partners’ distributive shares of income (including income allocated pursuant to Section 704(c) of the Code) to which the Creditable Foreign Tax relates (under principles of Treasury Regulations Section 1.904-6). The provisions of this Section 5.05(f) are intended to comply with the provisions of Temporary Treasury Regulations Section 1.704-1T(b)(4)(xi), and shall be interpreted consistently therewith. (g) Ameliorative Allocations. Any special allocations of income or gain pursuant to Sections 5.05(b) or 5.05(c) shall be taken into account in computing subsequent allocations pursuant to Section 5.04 and this Section 5.05(g), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.05(b) or 5.05(c) had not occurred.
-32- SECTION 5.06 Tax Allocations. For income tax purposes, each item of income, gain, loss and deduction of the Partnership shall be allocated among the Partners in the same manner as the corresponding items of Profits and Losses and specially allocated items are allocated for Capital Account purposes; provided that in the case of any asset the Carrying Value of which differs from its adjusted tax basis for U.S. federal income tax purposes, income, gain, loss and deduction with respect to such asset shall be allocated solely for income tax purposes in accordance with the principles of Sections 704(b) and (c) of the Code (as determined by the General Partner and permitted by the Code and Treasury Regulations) so as to take account of the difference between Carrying Value and adjusted basis of such asset; provided, further, that the Partnership shall use the traditional method (as such term is defined in Treas. Reg. section 1.704-3(b)(1)) for all Section 704(c) and “reverse Section 704(c)” allocations. The General Partner shall make such adjustments to Capital Accounts as it determines in its sole discretion to be appropriate to ensure allocations are made in accordance with a partner’s interest in the Partnership. SECTION 5.07 Tax Advances. To the extent the General Partner reasonably believes that the Partnership is required by law to withhold or to make tax payments on behalf of or with respect to any Partner or the Partnership is subjected to tax itself by reason of the status of any Partner (“Tax Advances”), the General Partner may withhold such amounts and make such tax payments as so required. All Tax Advances made on behalf of a Partner shall be repaid by reducing the amount of the current or next succeeding distribution or distributions which would otherwise have been made to such Partner or, if such distributions are not sufficient for that purpose, by so reducing the proceeds of liquidation otherwise payable to such Partner. For all purposes of this Agreement such Partner shall be treated as having received the amount of the distribution that is equal to the Tax Advance. SECTION 5.08 Tax Matters. (a) The “partnership representative” of the Partnership, within the meaning of Section 6223 of the Code (the “Partnership Representative”) shall represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting judicial and administrative proceedings, and shall expend the Partnership funds for professional services and costs associated therewith. The Partnership Representative shall oversee the Partnership tax affairs in the overall best interests of the Partnership. The General Partner is hereby designated as the initial Partnership Representative; provided that the General Partner may designate another Partner (with such Partner’s consent) to be the Partnership Representative. (b) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership in accordance with GAAP. The Partnership shall file as a partnership for federal, state and local income tax purposes, except where otherwise required by Law. All elections required or permitted to be made by the Partnership, and all other tax decisions and determinations relating to federal, state or local tax matters of the Partnership, shall be made by the Partnership Representative in consultation (as and to the extent necessary) with the Partnership’s attorneys or accountants; provided that the Partnership Representative shall, to the maximum extent permitted by Law, make a “push-out” election under Section 6226 of the Code (and any similar or comparable provisions of state or local Law) with respect to any tax actions, examinations or proceedings relating to the Partnership (a -33- “Partnership Tax Audit”) and take all actions necessary or appropriate to give effect to such an election and each Partner agrees to (i) fully cooperate with the Partnership and the Partnership Representative in connection with such election and (ii) pay all liabilities attributable to such Partner as the result of such election. The Partnership Representative shall keep the other Partners reasonably informed as to any Partnership Tax Audit and shall submit to the other Partners, for their review and comment, any settlement or compromise offer with respect to any disputed item of income, gain, loss, deduction or credit of the Partnership. As soon as reasonably practicable after the end of each Fiscal Year, the Partnership shall send to each Partner a copy of U.S. Internal Revenue Service Schedule K-1, and any comparable statements required by applicable state or local income tax Law, with respect to such Fiscal Year. The Partnership also shall provide the Partners with such other information as may be reasonably requested for purposes of allowing the Partners (or the direct or indirect owners of the Partners) to prepare and file their own tax returns. SECTION 5.09 Other Allocation Provisions. (a) Certain of the foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations. Sections 5.03, 5.04 and 5.05 may be amended at any time by the General Partner if necessary, in the opinion of an independent tax counsel chosen by mutual agreement of the Brookfield Member and OCGH, to comply with such regulations, so long as any such amendment does not materially change the relative economic interests of the Partners. (b) No income of the Partnership for a Fiscal Year will be allocated for U.S. federal income tax purposes (i) to any Notes Issuer in excess of the sum of the Periodic Yield and Miscellaneous Amounts distributed to such Notes Issuer in such year pursuant to Section 4.02(b) or (ii) in respect of any Class P Preferred Unit in excess of the Applicable Charge amounts actually paid on such Unit in such year. (c) The debts, liabilities and obligations of the Partnership will be allocated, to the extent permitted under Section 752 of the Code, in a manner that minimizes the gain recognized by any Partner under Section 731 of the Code, as reasonably agreed by OCGH and the Brookfield Member. SECTION 5.10 Adjustment to Membership Interests. If the Total Percentage Interests of the holders of the Brookfield-Owned Units or OCGH-Owned Units changes during a Fiscal Year for any reason (including as part of an Exchange Transaction), the allocations of taxable income or loss to each Partner shall be adjusted as necessary to reflect the varying interests of the members during such year as of the date of such change using an interim closing of the books method under Section 706 of the Code and the Treasury Regulations promulgated thereunder or any other method mutually agreed by OCGH and the Brookfield Member. ARTICLE VI BOOKS AND RECORDS; REPORTS SECTION 6.01 Books and Records. -34- (a) At all times during the continuance of the Partnership, the Partnership shall prepare and maintain separate books of account for the Partnership in accordance with GAAP. (b) Each Limited Partner shall have the right to receive, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, upon reasonable written demand stating the purpose of such demand and at such Limited Partner’s own expense: (i) a copy of the Certificate and this Agreement and all amendments thereto, together with a copy of the executed copies of all powers of attorney pursuant to which the Certificate and this Agreement and all amendments thereto have been executed; (ii) promptly after their becoming available, copies of the Partnership’s federal, state and local income tax returns and reports (other than Schedules K-1), if any, for each year; (iii) true and full information regarding the status of the Partnership’s business and financial condition of the Partnership; (iv) a current list of the name and last known business, residence or mailing address of each Limited Partner; and (v) other information regarding the affairs of the Partnership as is reasonable. (c) The Partnership shall use its commercially reasonable efforts to mail or make available to each Limited Partner, as of a date selected by the General Partner, within 60 days after the close of each Fiscal Year, an annual report containing the consolidated financial statements of the Oaktree Operating Group for such Fiscal Year, prepared in accordance with GAAP (except for any requirement for the consolidation of investment funds or collateralized loan obligation vehicles advised or managed by the Oaktree Operating Group and other entities that may be required by FASB ASC 810-20 or similar and subsequent authoritative accounting pronouncements), including a balance sheet and statements of operations, equity and cash flows, such statements to be audited by a registered public accounting firm selected by the General Partner, and such other financial information as the General Partner deems appropriate. (d) The Partnership shall use its commercially reasonable efforts to mail or make available to each Limited Partner, as of a date selected by the General Partner, within 45 days after the close of each fiscal quarter except the last fiscal quarter of each Fiscal Year, a report containing unaudited consolidated financial statements of the Oaktree Operating Group and such other information as may be required by applicable Law, or as the General Partner determines to be necessary or appropriate. (e) In addition, the Partnership shall use its commercially reasonable efforts to make available to the Brookfield Member such additional information, including in draft form, at such times as the Brookfield Member may reasonably request from time to time in connection with any public reporting or regulatory requirements to which it is subject from time to time, and which -35- information the Brookfield Member will keep confidential in accordance with applicable privacy laws. ARTICLE VII PARTNERSHIP UNITS SECTION 7.01 Units. As of the Effective Date, interests in the Partnership shall be represented by separate Classes of Units as follows: (i) Common Units, (ii) 7,200,000 Series A Preferred Mirror Units (the “Series A Preferred Mirror Units”) established pursuant to that certain Unit Designation, dated May 17, 2018, (iii) 9,400,000 Series B Preferred Mirror Units (the “Series B Preferred Mirror Units”) established pursuant to that certain Unit Designation, dated August 9, 2018, (iv) Class T Units held by OEU Tracking Series in accordance with Section 4.07, (v) Class P Common Units held by OEP in accordance with Section 4.07 and (vi) Class P Preferred Units held by the Brookfield LP in accordance with Section 4.07. The Partners agree that the Class T Units and the Class P Common Units each constitute “profits interests” within the meaning of IRS Revenue Procedure 93-27, and this Agreement shall be interpreted accordingly. The General Partner may, with the prior written consent of all Partners (other than Partners holding OCGH- Owned Units after OCGH no longer has Consent Rights, in each case, with respect to such Units), establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units), as shall be determined by the General Partner, including (a) the right to share in Profits and Losses or items thereof; (b) the right to share in Partnership distributions; (c) the rights upon dissolution and liquidation of the Partnership; (d) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units (including sinking fund provisions); (e) whether such Unit is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (f) the terms and conditions upon which each Unit will be issued, evidenced by certificates and assigned or transferred; (g) the method for determining the Total Percentage Interest as to such Units; and (h) the right, if any, of the holder of each such Unit to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include all Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement (including, for the avoidance of doubt, as set forth in Section 4.02 and 4.07). SECTION 7.02 Register. The register of the Partnership shall be the definitive record of ownership of each Unit and all relevant information with respect to each Partner. Unless the General Partner shall determine otherwise, Units shall be uncertificated and recorded in the books and records of the Partnership. SECTION 7.03 Registered Partners. The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units
-36- on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided in Sections 4.02 or 11.13, by the Act or other applicable Law. SECTION 7.04 Ownership of Units. Except as otherwise determined by the General Partner with the consent of all Partners, and subject to the arrangements set forth in Section 4.02: (a) the sole Units directly or indirectly owned by OCGH (collectively, the “OCGH-Owned Units”) from and after the Effective Date will be (i) the Common Units owned by OCGH at the Effective Date and (ii) additional Common Units issued after the Effective Date in connection with the issuance of OCGH Units permitted under Section 4.2(a) of the limited partnership agreement of OCGH (“Permitted OCGH Issuances”) in accordance with the terms thereof; (b) the sole Units directly or indirectly owned by Brookfield or any of its Affiliates (collectively, the “Brookfield-Owned Units”) from and after the Effective Date will be (i) the Common Units directly or indirectly acquired from OCGH or in accordance with Section 4.02(a)(iii) from time to time after the Effective Date, (ii) the Common Units owned by Brookfield and its Affiliates at the Effective Date, (iii) the Class P Preferred Units owned by Brookfield and its Affiliates at the Effective Date and (iv) any Units that become owned by Brookfield and its Affiliates in accordance with Sections 4.07(d) and 4.07(h); (c) the sole Units directly or indirectly owned by OEP (collectively, the “OEP- Owned Units”) from and after the Effective Date will be (i) the Common Units owned by OEP at the Effective Date and (ii) the Class P Common Units owned by OEP at the Effective Date; (d) the sole Units directly or indirectly owned by OEU Tracking Series (collectively, the “OEU Tracking Series-Owned Units”) from and after the Effective Date will be the Class T Units owned by OEU Tracking Series at the Effective Date; (e) the sole Units directly or indirectly owned by OEU Common Series (collectively, the “OEU Common Series-Owned Units”) from and after the Effective Date will be any Common Units that become owned by OEU Common Series in accordance with Section 4.07(h); (f) no new Units will be issued from and after the Effective Date except in connection with (i) Permitted OCGH Issuances, (ii) the arrangements set forth in Section 4.02(a)(iii), (iii) the conversion of Class P Common Units and Class P Preferred Units into Common Units in accordance with Section 4.07(d) and (iv) the conversion of Class T Units into Common Units in accordance with Section 4.07(h); (g) no Person (other than (i) Brookfield and its Affiliates or their respective transferees in accordance with Section 8.03, (ii) OCGH, (iii) OEP, (iv) OEU Tracking Series and (v) OEU Common Series) will own any Units except for Special Distribution Rights owned by the ExchangeCo Note Issuers in connection with the arrangements set forth in Section 4.02(a)(iii); and (h) no Units will be redeemed, cancelled or converted, except (i) in the event of any cancellation of any unvested OCGH Unit due to the forfeiture thereof, the underlying Units -37- for such OCGH Unit will be similarly cancelled, (ii) in the event of any cancellation of any unvested OEU Unit due to the forfeiture thereof, the underlying Class T Unit for such OEU Unit will be similarly cancelled and (iii) as provided in Sections 4.02(a)(iii), 4.07(d) and 4.07(h). ARTICLE VIII VESTED UNITS; CANCELLATION OF UNITS; ADMISSION OF ADDITIONAL PARTNERS; TRANSFER RESTRICTIONS SECTION 8.01 Vested Units. All Units outstanding as of the date hereof are fully vested. SECTION 8.02 Cancellation of Units. (a) Any Unit underlying an unvested OCGH Unit shall be immediately cancelled without any consideration, and the applicable Limited Partner shall cease to own or have any rights with respect to such cancelled Unit, upon any forfeiture of the corresponding OCGH Unit. (b) Class P Common Units and Class P Preferred Units shall be cancelled or converted in accordance with Section 4.07(d). (c) Class T Units shall be converted in accordance with Section 4.07(h). Any Class T Unit underlying an unvested OEU Unit shall be immediately cancelled without any consideration, and the applicable Limited Partner shall cease to own or have any rights with respect to such cancelled Class T Unit, upon any forfeiture of the corresponding OEU Unit. (d) Upon the cancellation or conversion of any Units in accordance with this Section 8.02, the General Partner shall modify the books and records of the Partnership to reflect such cancellation or conversion. SECTION 8.03 Limited Partnership Transfers. Except as set forth in Section 4.07(h), no Limited Partner or Assignee thereof may Transfer (other than as part of an Exchange Transaction) all or any portion of its Units (or beneficial interest therein) without the prior consent of all Partners, which consent may be given or withheld, or made subject to such conditions (including the receipt of such legal opinions and other documents that any Partner may require) as are determined by each Partner, in each case in its sole discretion; provided that notwithstanding anything to the contrary contained herein, nothing in this Agreement shall prevent or delay the Transfer of any Brookfield-Owned Units to (a) an Affiliate of Brookfield or (b) any other Person at any time when BOH, Atlas or one or more other Affiliates of Brookfield Beneficially Owns, in the aggregate, at least 80% of the Reference Number of Units. The determination of any Partner not to grant consent to any Transfer need not be uniform and may be made selectively among Limited Partners, whether or not such Limited Partners are similarly situated, and shall not constitute the breach of any duty hereunder or otherwise existing at law, in equity or otherwise. Any purported Transfer of Units that is not in accordance with, or subsequently violates, this Agreement shall be, to the fullest extent permitted by law, null and void. SECTION 8.04 [Reserved] -38- SECTION 8.05 Further Restrictions. Notwithstanding any contrary provision in this Agreement, but subject to Section 4.07(h) and to the proviso in the first sentence of Section 8.03, in no event may any Transfer of a Unit be made by any Limited Partner or Assignee if: (a) such Transfer is made to any Person who lacks the legal right, power or capacity to own such Unit; (b) such Transfer would require the registration of such transferred Unit or of any Class of Unit pursuant to any applicable United States federal or state securities laws (including the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended) or other foreign securities laws or would constitute a non-exempt distribution pursuant to applicable provincial or state securities laws; (c) such Transfer would cause (i) all or any portion of the assets of the Partnership to (A) constitute “plan assets” (under ERISA, the Code or any applicable Similar Law) of any existing or contemplated Limited Partner, or (B) be subject to the provisions of ERISA, Section 4975 of the Code or any applicable Similar Law, or (ii) the General Partner to become a fiduciary with respect to any existing or contemplated Limited Partner, pursuant to ERISA, any applicable Similar Law, or otherwise; (d) to the extent requested by the General Partner, the Partnership does not receive such legal and tax opinions and written instruments (including copies of any instruments of Transfer and such Assignee’s consent to be bound by this Agreement as an Assignee) that are in a form satisfactory to the General Partner, as determined in the General Partner’s sole discretion; or (e) such Transfer would cause the Partnership to become a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Treasury Regulations promulgated thereunder. SECTION 8.06 Assignees. Subject to Section 8.05, the transferee of any permitted Transfer pursuant to this Article VIII (an “Assignee”) will be admitted as a Limited Partner, shall be recorded as such in the Partnership’s books and records, and shall be entitled to exchange all rights and powers attendant to, and shall be subject to all obligations in respect of, the applicable Units, in each case as provided herein. SECTION 8.07 Admissions, Withdrawals and Removals. (a) Subject to the terms of the OCH Operating Agreement, OCH shall have the right to (i) admit any Person as an additional General Partner or substitute General Partner, which, in all circumstances, shall be a wholly owned subsidiary of OCH and (ii) remove any Person serving as the General Partner from its position as General Partner; provided that no such removal shall be effective unless another General Partner has been admitted hereunder (and not have previously been removed or withdrawn). A General Partner will not be entitled to Transfer all of its Units or to withdraw from being a General Partner of the Partnership unless another General Partner has been admitted hereunder (and not have previously been removed or withdrawn). Except as otherwise set forth in this Section 8.07(a), no General Partner shall withdraw from, be removed from or be admitted to the Partnership. -39- (b) No Limited Partner will be removed or entitled to withdraw from being a Partner of the Partnership except in accordance with Section 8.09. (c) Except as otherwise provided in Article IX or the Act, no admission, substitution, withdrawal or removal of a Partner will cause the dissolution of the Partnership. To the fullest extent permitted by Law, any purported admission, withdrawal or removal that is not in accordance with this Agreement shall be null and void. SECTION 8.08 [Reserved] SECTION 8.09 Withdrawal and Removal of Limited Partners. If a Limited Partner ceases to hold any Units, then such Limited Partner shall withdraw from the Partnership and shall cease to be a Limited Partner and to have the power to exercise any rights or powers of a Limited Partner. ARTICLE IX DISSOLUTION, LIQUIDATION AND TERMINATION SECTION 9.01 No Dissolution. Except as required by the Act, the Partnership shall not be dissolved by the admission of additional Partners or the withdrawal of Partners in accordance with the terms of this Agreement. The Partnership may be dissolved, liquidated wound up and terminated only pursuant to the provisions of this Article IX, and the Partners hereby irrevocably waive any and all other rights they may have to cause a dissolution of the Partnership or a sale or partition of any or all of the Partnership assets. SECTION 9.02 Events Causing Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the following events (each, a “Dissolution Event”): (a) any event which makes it unlawful for the business of the Partnership to be carried on by the Partners; (b) the written consent of all Partners; (c) any other event not inconsistent with any provision hereof causing a dissolution of the Partnership under the Act; or (d) (i) the Incapacity or removal of the General Partner, (ii) the occurrence of a Disabling Event with respect to the General Partner or (iii) the entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act upon the finding by a court of competent jurisdiction that the General Partner (A) is permanently incapable of performing its part of this Agreement, (B) has been guilty of conduct that is calculated to affect prejudicially the carrying on of the business of the Partnership, (C) willfully or persistently commits a breach of this Agreement or (D) conducts itself in a manner relating to the Partnership or its business such that it is not reasonably practicable for the other Partners to carry on the business of the Partnership with the General Partner; provided that the Partnership will not be dissolved or required to be wound up in connection with any of the events specified in this Section 9.02(d) if: (x) at the time
-40- of the occurrence of such event there is at least one other general partner of the Partnership who is hereby authorized to, and elects to, carry on the business of the Partnership or (y) all Partners consent to or ratify in writing the continuation of the business of the Partnership and the appointment of another general partner of the Partnership, effective as of the event that caused the General Partner to cease to be a general partner of the Partnership, within 90 days following the occurrence of any such event. SECTION 9.03 Distribution upon Dissolution. (a) Upon dissolution, the Partnership shall not be terminated and shall continue until the winding up of the affairs of the Partnership is completed. Upon the winding up of the Partnership, the General Partner, or any other Person designated by the General Partner (the “Liquidation Agent”), shall take full account of the assets and liabilities of the Partnership and shall, unless the General Partner determines otherwise, liquidate the assets of the Partnership as promptly as is consistent with obtaining the fair value thereof. The proceeds of any liquidation shall be applied and distributed in the following order: (i) first, to the satisfaction of debts and liabilities of the Partnership (including satisfaction of all indebtedness to Partners and their Affiliates to the extent otherwise permitted by Law and including any Group Expenses (as defined in the Cash Distribution Policy)), including the expenses of liquidation, and including the establishment of any reserve which the Liquidation Agent shall deem reasonably necessary for any contingent, conditional or unmatured contractual liabilities or obligations of the Partnership (“Contingencies”). Any such reserve may be paid over by the Liquidation Agent to any attorney-at-law, or acceptable party, as escrow agent, to be held for disbursement in payment of any Contingencies and, at the expiration of such period as shall be deemed advisable by the Liquidation Agent for distribution of the balance in the manner hereinafter provided in this Section 9.03; and (ii) the balance, if any, to the Partners in accordance with the priorities set forth in Article IV; provided, that the first distributions that would otherwise be distributed under this Section 9.03(a)(ii) to OEP in respect of the OEP-Owned Units shall instead be distributed pro rata in respect of the Class P Preferred Units until the aggregate amount of distributions to the Class P Preferred Units under this proviso equals the Class P Preferred Units Liquidation Amount; provided, further, that OEU Tracking Series shall receive distributions under this Section 9.03(a)(ii) in respect of the Class T Units outstanding as of the distribution date in an amount equal to what OEU Tracking Series would have received if all such outstanding Class T Units had been converted to Common Units pursuant to Section 4.07(h) on such distribution date. The “Class P Preferred Units Liquidation Amount” shall be an amount equal to the sum of the Base Values of all of the Class P Common Units, less any Class P Preferred Units Liquidation Amounts distributed by the Other OpCos on the corresponding Class P Preferred Units issued by the other OpCos under the corresponding proviso in the limited partnership agreements of the Other OpCos. In the event that the liquidating distributions to the Class P Preferred Units are less than the Class P Preferred Units Liquidation Amount, then the liquidating -41- distributions otherwise distributable or payable to OEP (other than tax distributions) from the Other OpCos shall be distributed to the Brookfield LP in order to satisfy the amount of the shortfall in the Class P Preferred Units Liquidation Amount and the Other OpCo Class P Preferred Units Liquidation Amount. In addition, in the event of a shortfall in payment with respect to an Other OpCo Class P Preferred Units Liquidation Amount, liquidating distributions otherwise distributable (other than under Section 4.01(b)) or payable to OEP from the Partnership shall instead be paid to the Brookfield LP up to an amount equal to the shortfall of such Other OpCo Class P Preferred Units Liquidation Amount. For the avoidance of doubt, the Brookfield LP shall not, with respect to its Class P Preferred Units and comparable preferred units of the other OpCos, be entitled to receive liquidating distributions in an amount greater than the sum of the Class P Preferred Units Liquidation Amount and the Other OpCo Class P Preferred Units Liquidation Amounts. SECTION 9.04 Time for Liquidation. A reasonable amount of time shall be allowed for the orderly liquidation of the assets of the Partnership and the discharge of liabilities to creditors so as to enable the Liquidation Agent to minimize the losses attendant upon such liquidation. SECTION 9.05 Termination. The Partnership shall terminate when all of the assets of the Partnership, after payment of or due provision for all debts, liabilities and obligations of the Partnership, shall have been distributed to the holders of Units in the manner provided for in this Article IX, and the Certificate shall have been cancelled in the manner required by the Act. SECTION 9.06 Claims of the Partners. The Partners shall look solely to the Partnership’s assets for the return of their Capital Contributions, and if the assets of the Partnership remaining after payment of or due provision for all debts, liabilities and obligations of the Partnership are insufficient to return such Capital Contributions, the Partners shall have no recourse against the Partnership or any other Partner or any other Person. No Partner with a negative balance in such Partner’s Capital Account shall have any obligation to the Partnership or to the other Partners or to any creditor or other Person to restore such negative balance during the existence of the Partnership, upon dissolution or termination of the Partnership or otherwise, except to the extent required by the Act. SECTION 9.07 Survival of Certain Provisions. Notwithstanding anything to the contrary in this Agreement, the provisions of Section 10.01 and Section 11.10 shall survive the termination of the Partnership. ARTICLE X EXCULPATION, INDEMNIFICATION, ADVANCES AND INSURANCE SECTION 10.01 Exculpation, Indemnification, Advances and Insurance. Subject to other applicable provisions of Section 4.04, to the fullest extent permitted by applicable Law: -42- (a) none of the Partners or their respective Affiliates shall have any liability to the Partnership, any Subsidiary of the Partnership, any other Partner or any holder of an equity interest in any Subsidiary of the Partnership, for any act or omission, including any mistake of fact or error in judgment, taken, suffered or made; (b) an Officer of the Partnership shall have liability to the Partnership, any Subsidiary of the Partnership, any Partner or any holder of an equity interest in any Subsidiary of the Partnership, for any act or omission, including any mistake of fact or error in judgment, taken, suffered, or made only if such act or omission constitutes a breach of the duties of such Officer imposed pursuant to Section 3.04(f) and such breach is the result of (i) willful malfeasance, gross negligence, the commission of a felony or a material violation of applicable Law (including any federal or state securities Law), in each case, that has resulted in, or could reasonably be expected to result in, a material adverse effect on the business or properties of the Partnership or any of its Subsidiaries or (ii) fraud; (c) all other Indemnified Persons shall have liability to the Partnership, any Subsidiary of the Partnership, any Partner or any holder of an equity interest in any Subsidiary of the Partnership, for any act or omission arising from (i) the performance of such Indemnified Person’s duties and obligations in connection with the Partnership, any Subsidiary of the Partnership, or pursuant to this Agreement or (ii) or in connection with any investment made or held by the Partnership or any Subsidiary of the Partnership, including with respect to any act or omission made while serving at the request of the Partnership as an officer, director, member, partner, tax matters partner, fiduciary or trustee of another Person or any employee benefit plan, including any mistake of fact or error in judgment, taken, suffered or made only if such act or omission constitutes a breach of the duties of such Indemnified Person and such breach is the result of (A) willful malfeasance, gross negligence, the commission of a felony or a material violation of applicable Law (including any federal or state securities Law), in each case, that has resulted in, or could reasonably be expected to result in, a material adverse effect on the business or properties of the Partnership or any of its Subsidiaries or (B) fraud; and (d) an OCGH/OEP/OEU Indemnitee shall have liability to the Partnership, any Subsidiary of the Partnership, any Partner (other than OCGH, OEP, OEU Tracking Series and OEU Common Series) or any holder of an equity interest in any Subsidiary of the Partnership (other than OCGH, OEP, OEU Tracking Series and OEU Common Series), for any act or omission taken on behalf of the Partnership, any Subsidiary of the Partnership, OCH, BOH, any Oaktree Operating Group Member, or any Subsidiary of any Oaktree Operating Group Member only if such act or omission is the result of (i) willful malfeasance, gross negligence, the commission of a felony or a material violation of applicable Law (including any federal or state securities Law), in each case, that had, or could reasonably be expected to have, a material and adverse effect on the business or properties of the Partnership or any of its Subsidiaries or (ii) fraud. The foregoing provisions of this Section 10.01 are intended and shall be interpreted as only limiting the liability of an Indemnified Person and not as in any way expanding such Person’s liability. For the avoidance of doubt, nothing contained in this Section 10.01 is intended to create any fiduciary duties for any Person. -43- (e) The following Persons shall be indemnified by the Partnership, to the fullest extent permitted by Law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Partnership and counsel fees and disbursements) arising from (i) with respect to the Indemnified Persons: (x) the performance of any of their respective duties or obligations in connection with their respective service to the Partnership, to any Subsidiary of the Partnership or pursuant to this Agreement, or (y) or in connection with any investment made or held by the Partnership or any of its Subsidiaries, or (ii) with respect to the OCGH/OEP/OEU Indemnitees: (x) authorized actions taken at the request and on the behalf of the Oaktree Business, or, provided that such OCGH/OEP/OEU Indemnitee was acting in good faith within the scope of such OCGH/OEP/OEU Indemnitee’s authority at the relevant time, actions for the benefit of the Oaktree Business (as opposed to internal matters between or among OCGH/OEP/OEU Indemnitees that are unrelated to the operations of the Oaktree Business) or (y) being a named defendant in an action (1) against OCH, BOH, any Oaktree Operating Group Member, or any Subsidiary of any Oaktree Operating Group Member, or (2) primarily related to the operations of the Oaktree Business, if, in the case of each of clauses (1) and (2), the applicable OCGH/OEP/OEU Indemnitee has been, in the determination of the Brookfield Member and the Oaktree Member (as defined in the OCH Operating Agreement), acting reasonably, wrongly named in such action, and including, in all such cases described in this Section 10.01(e), in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding, whether by or in the right of the Partnership, to which any such Indemnified Person or OCGH/OEP/OEU Indemnitee may hereafter be made party by reason of being or having been an Indemnified Person or OCGH/OEP/OEU Indemnitee, except: (i) with respect to any Partner or Officer, to the extent that it shall have been determined in a final non-appealable judgment by a court or arbitral panel of competent jurisdiction that such expenses and liabilities arose primarily from acts or omissions, including any mistake of fact or error in judgment, taken, suffered or made, that constituted a breach of the duties of such Partner or Officer imposed pursuant to Section 3.04(f) and such breach was the result of (A) willful malfeasance, gross negligence, the commission of a felony or a material violation of applicable Law (including any federal or state securities Law), in each case, that resulted in, or could reasonably be expected to result in, a material adverse effect on the business or properties of the Partnership or any of its Subsidiaries or (B) fraud; (ii) with respect to all Indemnified Persons (other than the Officers or the Partners and their respective Affiliates), to the extent that it shall have been determined in a final non-appealable judgment by a court or arbitral panel of competent jurisdiction that such expenses and liabilities arose primarily from acts or omissions, including any mistake of fact or error in judgment, taken, suffered or made, that constituted a breach of the duties of such Indemnified Person and such breach was the result of (A) willful malfeasance, gross negligence, the commission of a felony or a material violation of applicable Law (including any federal or state securities Law), in each case, that resulted in, or could reasonably be expected to result in, a material adverse effect on the business or properties of the Partnership or any of its Subsidiaries or (B) fraud; and (iii) with respect to the OCGH/OEP/OEU Indemnitees, to the extent that it shall have been determined in a final non-appealable judgment by a court or arbitral panel of
-44- competent jurisdiction that such expenses and liabilities arose primarily from acts or omissions taken on behalf of the Partnership or any Subsidiary of the Partnership and such act or omission is the result of (A) willful malfeasance, gross negligence, the commission of a felony or a material violation of applicable Law (including any federal or state securities Law), in each case, that has had, or could reasonably be expected to have, a material and adverse effect on the business or properties of the Partnership or any of its Subsidiaries or (B) fraud. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan, guaranty or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the Partnership or any Subsidiary is hereby authorized and empowered to enter into one or more indemnity agreements consistent with the provisions of this Section 10.01 in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this Section 10.01 that the Partnership indemnify each Indemnified Person or OCGH/OEP/OEU Indemnitee, as applicable, to the fullest extent permitted by Law except as specifically provided in this Section 10.01. (f) The termination of any action, suit or proceeding relating to or involving an Indemnified Person or OCGH/OEP/OEU Indemnitee by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person or OCGH/OEP/OEU Indemnitee breached any duty or committed (i) willful malfeasance, gross negligence, a felony or a material violation of applicable Law (including any federal or state securities Law) that has resulted in, or could reasonably be expected to result in, a material adverse effect on the business or properties of the Partnership or any of its Subsidiaries or (ii) fraud. (g) The provisions of this Agreement, to the extent they limit or eliminate the duties and liabilities of an Indemnified Person or OCGH/OEP/OEU Indemnitee otherwise existing at law or in equity, including Sections 3.04(f) and Section 3.04(g), are agreed by each Partner to modify such duties and liabilities of such Indemnified Person or OCGH/OEP/OEU Indemnitee to the extent permitted by Law. (h) Any indemnification under this Section 10.01 (unless ordered by a court or arbitral panel of competent jurisdiction) shall be made by the Partnership unless the Partners determine in the specific case that indemnification of the Indemnified Person or OCGH/OEP/OEU Indemnitee is not proper in the circumstances because such Person has not met the applicable standard of conduct set forth in Section 10.01(e). Such determination shall be made by a majority vote of the Partners who are not parties to the applicable suit, action or proceeding. To the extent, however, that an Indemnified Person or OCGH/OEP/OEU Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such Indemnified Person or OCGH/OEP/OEU Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person or OCGH/OEP/OEU Indemnitee in connection therewith, notwithstanding an earlier determination by the Partners that the Indemnified Person or OCGH/OEP/OEU Indemnitee had not met the applicable standard of conduct set forth in Section 10.01(e). -45- (i) Notwithstanding any contrary determination in the specific case under Section 10.01(h), and notwithstanding the absence of any determination thereunder, any Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 10.01(e). The basis of such indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person or OCGH/OEP/OEU Indemnitee is proper in the circumstances because such Indemnified Person or OCGH/OEP/OEU Indemnitee has met the applicable standard of conduct set forth in Section 10.01(e). Neither a contrary determination in the specific case under Section 10.01(h) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Indemnified Person or OCGH/OEP/OEU Indemnitee seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 10.01(i) shall be given to the Partnership promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person or OCGH/OEP/OEU Indemnitee seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. (j) To the fullest extent permitted by Law, expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person or OCGH/OEP/OEU Indemnitee in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Partnership in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person or OCGH/OEP/OEU Indemnitee to repay such amount if it shall ultimately be determined that such Indemnified Person or OCGH/OEP/OEU Indemnitee is not entitled to be indemnified by the Partnership as authorized in this Section 10.01. (k) The indemnification and advancement of expenses provided by or granted pursuant to this Section 10.01 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement or any other agreement, vote of Partners or otherwise, and shall continue as to an Indemnified Person or OCGH/OEP/OEU Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person or OCGH/OEP/OEU Indemnitee unless otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person or OCGH/OEP/OEU Indemnitee is indemnified. The provisions of this Section 10.01 shall not be deemed to preclude the indemnification of any Person who is not specified in Section 10.01(e) but whom the Partnership has the power or obligation to indemnify under the provisions of the Act. (l) The Partnership may, but shall not be obligated to, purchase and maintain insurance on behalf of any Indemnified Person or OCGH/OEP/OEU Indemnitee against any liability asserted against such Indemnified Person or OCGH/OEP/OEU Indemnitee and incurred by such Indemnified Person in any capacity in which such Indemnified Person or OCGH/OEP/OEU Indemnitee is entitled to indemnification hereunder, or arising out of such Indemnified Person’s or OCGH/OEP/OEU Indemnitee’s status as such, whether or not the Partnership would have the power or the obligation to indemnify such Indemnified Person or OCGH/OEP/OEU Indemnitee against such liability under the provisions of this Section 10.01. -46- (m) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 10.01 shall, unless otherwise provided when authorized or ratified, inure to the benefit of the heirs, executors and administrators of any Person entitled to indemnification under this Section 10.01. (n) The Partnership may, to the extent authorized from time to time by the Partners, provide rights to indemnification and to the advancement of expenses to employees and agents of the Partnership and to the employees and agents of the Partnership similar to those conferred in this Section 10.01 to Indemnified Persons. (o) If this Section 10.01 or any portion of this Section 10.01 shall be invalidated on any ground by a court or arbitral panel of competent jurisdiction, the Partnership shall nevertheless indemnify each Indemnified Person or OCGH/OEP/OEU Indemnitee, as applicable, as to expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Partnership, to the full extent permitted by any applicable portion of this Section 10.01 that shall not have been invalidated. (p) Each Indemnified Person may, in the performance of such Indemnified Person’s duties, consult with legal counsel and accountants, and any act or omission by such Indemnified Person on behalf of the Partnership, any Subsidiary of the Partnership or any investment held by the Partnership or any Subsidiary of the Partnership in furtherance of the interests of the Partnership, any Subsidiary of the Partnership or any investment held by the Partnership or any Subsidiary of the Partnership in good faith in reliance upon, and in accordance with, the advice of such legal counsel or accountants will be full justification for any such act or omission, and such Indemnified Person will be fully protected for such acts and omissions, provided that such legal counsel or accountants were selected with reasonable care by or on behalf of the Partnership or such Subsidiary. (q) An Indemnified Person or OCGH/OEP/OEU Indemnitee shall not be denied indemnification in whole or in part under this Section 10.01 because the Indemnified Person or OCGH/OEP/OEU Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement. (r) Any liabilities which an Indemnified Person or OCGH/OEP/OEU Indemnitee incurs as a result of authorized acts taken on behalf of the Partnership (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the U.S. Internal Revenue Service, penalties assessed by the U.S. Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities indemnifiable under this Section 10.01, to the maximum extent permitted by Law. (s) The General Partner shall, in the performance of its duties, be fully protected in relying in good faith upon the records of the Partnership and on such information, -47- opinions, reports or statements presented to the Partnership by any of the Officers or employees of the Partnership, or by any other Person as to matters the General Partner reasonably believes are within such Person’s professional or expert competence. (t) Any amendment, modification or repeal of this Section 10.01 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of any Indemnified Person or OCGH/OEP/OEU Indemnitee under this Section 10.01 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted and provided such Person became an Indemnified Person or OCGH/OEP/OEU Indemnitee hereunder prior to such amendment, modification or repeal. (u) Notwithstanding anything to the contrary contained in this Section 10.01, to the maximum extent permitted by Law, to the extent that an Indemnified Person or OCGH/OEP/OEU Indemnitee is entitled to be indemnified by, or receive advancement of expenses from, the Partnership hereunder, (i) the Partnership and the Other OpCo Members shall be the indemnitors of first resort (i.e., their obligations to such Indemnified Person are primary and any obligations of any Partner or pursuant to any other agreement, as applicable (in such capacity, the “Indemnitor Member”), to provide indemnification or advancement for the same loss or damage incurred by such Indemnified Person or OCGH/OEP/OEU Indemnitee are secondary); (ii) if an Indemnitor Member pays or causes to be paid, for any reason, any amounts that should or could have been paid by the Partnership, then (A) such Indemnitor Member shall be fully subrogated to all rights of the relevant Indemnified Person or OCGH/OEP/OEU Indemnitee with respect to such payment and (B) each relevant Indemnified Person or OCGH/OEP/OEU Indemnitee shall assign to the Indemnitor Members all of such Indemnified Person’s or OCGH/OEP/OEU Indemnitee’s rights to advancement or indemnification with respect to such payment from or with respect to the Partnership; (iii) the Partnership hereby waives any and all rights of subrogation with respect to payments of indemnification or advancement of expenses against the Indemnitor Members or any insurer thereof; and (iv) the obligations of the Partnership pursuant to the terms hereof are secondary relative to any corresponding obligations of any investment vehicles, Investment Funds or Portfolio Companies. In addition, in the event that a Person could be either an Indemnified Person or an OCGH/OEP/OEU Indemnitee in the case of a matter for which indemnification or liability may be sought under this Section 10.01, then in each such case, such Person shall be considered to be an Indemnified Person hereunder for such matter. (v) Prior to making any payment to an OCGH/OEP/OEU Indemnitee pursuant to this Section 10.01, notice of such payment, along with reasonably supporting details regarding the nature of the obligation giving rise to such payment, as well as the underlying claim, shall be given to the Board of Directors. The provisions of this Section 10.01 shall survive the termination of this Agreement with respect to the acts and omissions of an Indemnified Person or OCGH/OEP/OEU Indemnitee occurring prior to such termination.
-48- ARTICLE XI MISCELLANEOUS SECTION 11.01 Addresses and Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by courier service, by electronic mail (delivery receipt requested) or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.01): (a) If to the Partnership, to: Oaktree Capital I, L.P. 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 Attention: General Counsel Electronic Mail: rting@oaktreecapital.com (b) If to OCGH, to: c/o Oaktree Capital I GP, LLC 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 Attention: General Counsel Electronic Mail: rting@oaktreecapital.com (c) If to OEP, to: c/o Oaktree Capital Management GP LLC 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 Attention: General Counsel Electronic Mail: rting@oaktreecapital.com (d) If to OEU (and/or any series thereof), to: c/o Oaktree Capital Management GP LLC 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 Attention: General Counsel Electronic Mail: rting@oaktreecapital.com (e) If to the General Partner, to: Oaktree Capital I GP, LLC 333 South Grand Avenue, 28th Floor Los Angeles, CA 90071 -49- Attention: General Counsel Electronic Mail: rting@oaktreecapital.com and Brookfield Corporation 181 Bay Street Toronto, Ontario M5J 2V1 Attention: Kathy Sarpash (Managing Director, Legal & Regulatory) Email: BAM.Legal@brookfield.com (f) If to any Brookfield LP: c/o Brookfield Corporation 181 Bay Street Toronto, Ontario M5J 2V1 Attention: Kathy Sarpash (Managing Director, Legal & Regulatory) Email: BAM.Legal@brookfield.com SECTION 11.02 Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement. SECTION 11.03 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns. The Indemnified Persons and OCGH/OEP/OEU Indemnitees and their respective heirs, executors, administrators and successors shall be entitled to receive the benefits of this Agreement. SECTION 11.04 Integration. This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. SECTION 11.05 Interpretation. Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. Unless otherwise specified, all references herein to “Articles,” and “Sections” shall refer to corresponding provisions of this Agreement. The use of the word “including” (or derivations thereof) herein shall mean “including, without limitation.” SECTION 11.06 Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership. SECTION 11.07 Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any -50- right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition. SECTION 11.08 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Unit pursuant to Section 8.06, without execution hereof. SECTION 11.09 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. SECTION 11.10 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware applicable to agreements made and to be performed entirely therein. SECTION 11.11 Consent of Partners. Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners (but, in all events, only after satisfying the requisite vote or consent, including any Consent Rights pursuant to the BOH Operating Agreement) and each Partner shall be bound by the results of such action. SECTION 11.12 Facsimile Signatures. The use of facsimile signatures affixed in the name and on behalf of an Officer is expressly permitted by this Agreement. SECTION 11.13 Arbitration of Disputes. Any and all disputes, claims or controversies arising out of or relating to this Agreement, including any and all disputes, claims or controversies arising out of or relating to (a) the Partnership, (b) any Limited Partner’s rights and obligations hereunder, (c) the validity or scope of any provision of this Agreement, (d) whether a particular dispute, claim or controversy is subject to arbitration under this Section 11.13 and (e) the power and authority of any arbitrator selected hereunder, that are not resolved by mutual agreement shall be submitted to final and binding arbitration before JAMS pursuant to the Federal Arbitration Act, 9 U.S.C. § 1 et seq. A party hereto may commence the arbitration process by filing a written demand for arbitration with JAMS and delivering a copy of such demand to the other party or parties to the arbitration in accordance with the notice procedures set forth in Section 11.01. The arbitration shall take place in Wilmington, Delaware, and shall be conducted in accordance with the provisions of JAMS Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties to the arbitration shall cooperate with JAMS and with each other in selecting an arbitrator from JAMS’ panel of neutrals and in scheduling the arbitration proceedings. The arbitrator selected shall be neutral and a former Delaware chancery court judge or, if such judge is not available, a former U.S. federal judge with experience in adjudicating matters under the law of the State of Delaware; provided that if no such person is both willing and able to undertake such a role, the parties to the arbitration shall cooperate with each other and JAMS in good faith to select such other person as may be available from a JAMS’ panel of neutrals with experience in adjudicating matters under the law of the State of -51- Delaware. The parties to the arbitration shall participate in the arbitration in good faith. Each party to the arbitration shall pay those costs, if any, of arbitration that it must pay to cause this Section 11.13 to be enforceable, and all other costs of arbitration shall be shared equally between the parties to the arbitration. The arbitrator shall have no power to modify any of the provisions of this Agreement, to make an award or impose a remedy that, in each case, is not available to the Delaware chancery court or to make an award or impose a remedy that was not requested by a party to the dispute, and the jurisdiction of the arbitrator is limited accordingly. To the extent permitted by law, the arbitrator shall have the power to order injunctive relief, and shall expeditiously act on any petition for such relief. The provisions of this Section 11.13 may be enforced by any court of competent jurisdiction, and, to the extent permitted by law, the party seeking enforcement shall be entitled to an award of all costs, fees and expenses incurred in enforcing this Section 11.13, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. Notwithstanding any provision of this Agreement to the contrary, any party to an arbitration pursuant to this Section 11.13 shall be entitled to seek a restraining order or injunction in any court of competent jurisdiction to prevent any violation of the provisions of this Agreement pending a final determination on the merits by the arbitrator, and each party hereby consents that such a restraining order or injunction may be granted without the necessity of posting any bond. The details of any arbitration pursuant to this Section 11.13, including the existence and outcome of such arbitration and any information obtained in connection with any such arbitration, shall be kept strictly confidential and shall not be disclosed or discussed with any person not a party to the arbitration; provided that such party may make such disclosures as are required by applicable law or legal process; provided, further, that such party may make such disclosures to its, his or her attorneys, accountants or other agents and representatives who reasonably need to know the disclosed information in connection with any arbitration pursuant to this Section 11.13 and who are obligated to keep such information confidential to the same extent as such party. If a party to an arbitration receives a subpoena or other request for information from a third party that seeks disclosure of any information that is required to be kept confidential pursuant to the prior sentence, or otherwise believes that it, he or she may be required to disclose any such information, such party shall (a) promptly notify the other party to the arbitration and (b) reasonably cooperate with such other party in taking any legal or otherwise appropriate actions, including the seeking of a protective order, to prevent the disclosure, or otherwise protect the confidentiality, of such information. For the avoidance of doubt, (a) any arbitration pursuant to this Section 11.13 shall not include any disputes, claims or controversies that do not arise out of or relate to this Agreement, and (b) any arbitration pursuant to this Section 11.13 of disputes, claims or controversies arising out of or relating to this Agreement is intended to be separate and distinct proceeding from any arbitration or other adjudication of disputes, claims or controversies between parties to this Agreement that do not arise out of or relate to this Agreement. SECTION 11.14 Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude
-52- or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by Law. SECTION 11.15 Expenses. Except as otherwise specified in this Agreement, the Partnership shall be responsible for all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with its operation. SECTION 11.16 Further Assurances. Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement. SECTION 11.17 Amendments and Waivers. This Agreement (including Exhibit A) may be amended, supplemented, waived or modified by the written consent of all Partners and the Brookfield Member; provided that the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect: the admission, substitution, withdrawal or removal of Partners in accordance with this Agreement; a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership; any amendment, supplement, waiver or modification that the General Partner determines in its sole discretion to be necessary or appropriate to address changes in U.S. federal income tax regulations, legislation or interpretation; a change in the Fiscal Year or taxable year of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the Fiscal Year or taxable year of the Partnership including a change in the dates on which distributions are to be made by the Partnership. (b) No failure or delay by any party in exercising any right, power or privilege hereunder (other than a failure or delay beyond a period of time specified herein) shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law. (c) The General Partner may, in its sole discretion, unilaterally amend this Agreement on or before the effective date of the final regulations to provide for (i) the election of a safe harbor under Proposed Treasury Regulation Section 1.83-3(l) (or any similar provision) under which the fair market value of a partnership interest that is transferred is treated as being equal to the liquidation value of that interest, (ii) an agreement by the Partnership and each of its Partners to comply with all of the requirements set forth in such regulations and Notice 2005-43 (and any other guidance provided by the Internal Revenue Service with respect to such election) with respect to all partnership interests transferred in connection with the performance of services while the election remains effective, (iii) the allocation of items of income, gains, deductions and losses required by the final regulations similar to Proposed Treasury Regulation Section 1.704- 1(b)(4)(xii)(b) and (c), and (iv) any other related amendments. (d) Except as may be otherwise required by law in connection with the winding- up, liquidation or dissolution of the Partnership, each Partner hereby irrevocably waives any and -53- all rights that it may have to maintain an action for judicial accounting or for partition of any of the Partnership’s property. SECTION 11.18 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns and successors and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement (other than pursuant to Section 10.01 hereof). Notwithstanding the foregoing, (a) each of OCGH and Brookfield shall be a third-party beneficiary of this Agreement with the right to enforce this Agreement as if it were a direct party hereto, (b) each Note Issuer shall be a third-party beneficiary of Section 4.02 relating to the Special Distribution Right with the right to enforce Section 4.02 as if such Note Issuer were a direct party thereto and (c) OCH shall be a third- party beneficiary of Section 8.07 with the right to enforce Section 8.07 as it were a direct party thereto. SECTION 11.19 Headings. The headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. SECTION 11.20 Construction. Each party hereto acknowledges and agrees it has had the opportunity to draft, review and edit the language of this Agreement and that it is the intent of the parties hereto that no presumption for or against any party arising out of drafting all or any part of this Agreement will be applied in any dispute relating to, in connection with or involving this Agreement. Accordingly, the parties hereby waive to the fullest extent permitted by law the benefit of any rule of Law or any legal decision that would require that in cases of uncertainty, the language of a contract should be interpreted most strongly against the party who drafted such language. SECTION 11.21 Power of Attorney. Each Limited Partner, by its execution hereof, hereby irrevocably makes, constitutes and appoints the General Partner as its true and lawful agent and attorney in fact, with full power of substitution and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to, record and file (a) this Agreement and any amendment to this Agreement that has been adopted as herein provided; (b) the original certificate of limited partnership of the Partnership and all amendments thereto required or permitted by law or the provisions of this Agreement; (c) all certificates and other instruments deemed advisable by the General Partner to carry out the provisions of this Agreement and Law or to permit the Partnership to become or to continue as a limited partnership or partnership wherein the Limited Partners have limited liability in each jurisdiction where the Partnership may be doing business; (d) all instruments that the General Partner deems appropriate to reflect a change or modification of this Agreement or the Partnership in accordance with this Agreement, including the admission of additional Limited Partners or substituted Limited Partners pursuant to the provisions of this Agreement; (e) all conveyances and other instruments or papers deemed advisable by the General Partner to effect the liquidation and termination of the Partnership and (f) all fictitious or assumed name certificates required or permitted (in light of the Partnership’s activities) to be filed on behalf of the Partnership. -54- SECTION 11.22 Partnership Status. The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes. [Signature page to Eighth Amended and Restated Limited Partnership Agreement of Oaktree Capital I, L.P.] IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated. GENERAL PARTNER: OAKTREE CAPITAL I GP, LLC By: Name: Title: By: Name: Title: Jeffrey Joseph Managing Director Lenard Gorokhov Assistant Vice President
[Signature page to Eighth Amended and Restated Limited Partnership Agreement of Oaktree Capital I, L.P.] IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated. LIMITED PARTNERS: BROOKFIELD OCM HOLDINGS II, LLC By: Name: Title: By: Name: Title: Jeffrey Joseph Authorized Signatory Lenard Gorokhov Authorized Signatory OAKTREE CAPITAL GROUP HOLDINGS, L.P. By: Oaktree Capital Group Holdings GP, LLC, its general partner By: Name: Title: By: Name: Title: OAKTREE EQUITY PLAN, L.P. By: Oaktree Capital Group Holdings GP, LLC, its general partner By: Name: Title: By: Name: Title: OAKTREE EQUITY PLAN II, L.P. (TRACKING SERIES) By: Oaktree Capital Group Holdings GP, LLC, its general partner By: Name: Title: By: Name: Title: Jeffrey Joseph Managing Director Lenard Gorokhov Assistant Vice President Jeffrey Joseph Managing Director Lenard Gorokhov Assistant Vice President Lenard Gorokhov Assistant Vice President Jeffrey Joseph Managing Director [Signature page to Eighth Amended and Restated Limited Partnership Agreement of Oaktree Capital I, L.P.] [Signature page to Eighth Amended and Restated Limited Partnership Agreement of Oaktree Capital I, L.P.] IN WITNESS WHEREOF, the parties hereto have entered into this Agreement or have caused this Agreement to be duly executed by their respective authorized officers, in each case as of the date first above stated. BROOKFIELD MEMBER: Solely with respect to the provisions of this Agreement applicable to the Brookfield Member: BROOKFIELD CORPORATE TREASURY LTD. By: Name: Swati Mandava Title: Vice President and Secretary Exhibit A Overriding Principles 1. None of OCGH, OEP, OEU (including any series thereof) or Brookfield will own any portion of the Oaktree Business or directly participate in the profits and losses of the Oaktree Business other than through their ownership of Oaktree Operating Group Units. The profits and losses of the Oaktree Business are intended to be allocated among OCGH, OEP, OEU (including each series thereof) and Brookfield proportionately in accordance with their respective ownership interests in the Oaktree Operating Group, as adjusted in accordance with the express terms of this Agreement (including, but not limited to, in the case of OEP and Brookfield to account for the Class P Preferred Units). 2. OCGH and Brookfield will reasonably cooperate to designate any additional entity as an Oaktree Operating Group Member (or to undesignate any Oaktree Operating Group Member) as the Oaktree Business requires, pursuant to and in accordance with the terms of the BOH Operating Agreement. For the avoidance of doubt, no such designation (or undesignation) shall be done for the purposes or with the effect of depriving any of OCGH or Brookfield of their respective proportional participation in the profits and losses of the Oaktree Business. 3. All Oaktree Operating Group Units represented by Units of the Partnership will represent the same pro rata, pari passu interest in the Oaktree Operating Group as the Oaktree Operating Group Units represented by units of any other Oaktree Operating Group Member, subject in the case of the Class T Units, the Class P Common Units and the Class P Preferred Units to the arrangements described in Section 4.07. 4. In accordance with the terms of the BOH Operating Agreement, any replacement of the general partner, manager or other control person of an Oaktree Operating Group Member will require the consent of the Brookfield Member and OCGH. 5. Each OCGH Unit, each OEP Unit, each OEU Unit and each Class A Unit will represent an indirect interest in one Oaktree Operating Group Unit, subject in the case of the Class P Common Units owned by OEP and the Class T Units owned by OEU Tracking Series to the arrangements described in Section 4.07. 6. The Partnership shall, and shall direct its Subsidiaries to, at all times abide by and comply with Sections 6.22 and 6.23 of the BOH Operating Agreement, including not taking any action that requires consent under the Consent Rights without first obtaining such consent.
Exhibit B Illustrative Examples – ExchangeCo Notes Distributions Exhibit B Illustrative Examples Demonstrates 4.02 distributions Assumptions (Annual) Year 1 Year 2 Year 3 Year 4 Cash Distributions $40,000,000 $20,000,000 $30,000,000 $15,000,000 Brookfield LPs % Interest 70% 75% 80% 85% OCGH % Interest 30% 25% 20% 15% ExchangeCo Note A ‐ Issued Q1 of Year 1; Matures Q1 of Year 4 Principal $20,000,000 Annual Interest Rate 5% Miscellaneous Amounts $500,000 Atlas Note B ‐ Issued Q1 of Year 2; Matures Q1 of Year 5 Principal $20,000,000 Annual Interest Rate 6.00% Miscellaneous Amounts $500,000 ExchangeCo Note C ‐ Issued Q1 of Year 3; Matures Q1 of Year 6 Principal $10,000,000 Annual Interest Rate 7.00% Miscellaneous Amounts $250,000 Atlas Note D ‐ Issued Q1 of Year 3; Matures Q1 of Year 6 Principal $10,000,000 Annual Interest Rate 7.00% Miscellaneous Amounts $250,000 ExchangeCo Note E ‐ Issued Q1 of Year 4; Matures Q1 of Year 7 Principal $20,000,000 Annual Interest Rate 4.00% Miscellaneous Amounts $500,000 Brookfield Tax/TPE Amounts $0 $2,000,000 $0 $1,000,000 Year 1 4.02(a)(i) ExchangeCo Note A: Special Distribution Right Cumulative Amount Inputs Base Amount $20,000,000 90% Cap $18,000,000 Quarterly Periodic Yield 1.25% Total Miscellaneous Amounts $500,000 Year 1 ‐ Q1 Year 1 ‐ Q2 Year 1 ‐ Q3 Year 1 ‐ Q4 4.02(b) Quarterly Available Cash $10,000,000 Quarterly Available Cash $10,000,000 Quarterly Available Cash $10,000,000 Quarterly Available Cash $10,000,000 Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Brookfield LPs $7,000,000 Brookfield LPs $7,000,000 Brookfield LPs $7,000,000 Brookfield LPs $7,000,000 OCGH $3,000,000 OCGH $3,000,000 OCGH $3,000,000 OCGH $3,000,000 4.02(b)(i) Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 4.02(b)(ii) Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes ExchangeCo Note A $375,000 ExchangeCo Note A $292,188 ExchangeCo Note A $208,340 ExchangeCo Note A $150,000 4.02(b)(iii) Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 4.02(b)(iv) Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes ExchangeCo Note A $6,625,000 ExchangeCo Note A $6,707,813 ExchangeCo Note A $4,667,188 ExchangeCo Note A $0 Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $2,124,473 Brookfield LPs $6,850,000 Remaining Principal ExchangeCo Note A $13,375,000 ExchangeCo Note A $6,667,188 ExchangeCo Note A $2,000,000 ExchangeCo Note A $2,000,000 Year 1 Summary Total Distributions to OCGH $12,000,000 Total SDR Distributions to ExchangeCo for ExchangeCo Notes Periodic Yield/Miscellaneous Amounts $1,025,527 Total SDR Distributions to ExchangeCo for ExchangeCo Notes Base Amounts $18,000,000 Total Distributions to Brookfield LPs for Atlas Notes Interest/Miscellaneous Amounts $0 Total Distributions to Brookfield LPs for Atlas Notes Principal $0 Total Other Distributions to Brookfield LPs $8,974,473 $40,000,000 Page 1 of 4 Year 2 4.02(a) No ExchangeCo Note Issued in Year 2 Year 2 ‐ Q1 Year 2 ‐ Q2 Year 2 ‐ Q3 Year 2 ‐ Q4 4.02(b) Quarterly Available Cash $5,000,000 Quarterly Available Cash $5,000,000 Quarterly Available Cash $5,000,000 Quarterly Available Cash $5,000,000 Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Brookfield LPs $3,750,000 Brookfield LPs $3,750,000 Brookfield LPs $3,750,000 Brookfield LPs $3,750,000 OCGH $1,250,000 OCGH $1,250,000 OCGH $1,250,000 OCGH $1,250,000 4.02(b)(i) Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield LPs $500,000 Brookfield LPs $500,000 Brookfield LPs $500,000 Brookfield LPs $500,000 4.02(b)(ii) Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes ExchangeCo Note A $25,000 ExchangeCo Note A $25,000 ExchangeCo Note A $25,000 ExchangeCo Note A $25,000 Atlas Note B $425,000 Atlas Note B $383,000 Atlas Note B $340,370 Atlas Note B $297,101 4.02(b)(iii) Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 4.02(b)(iv) Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 Atlas Note B $2,800,000 Atlas Note B $2,842,000 Atlas Note B $2,884,630 Atlas Note B $2,927,899 Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 Remaining Principal ExchangeCo Note A $2,000,000 ExchangeCo Note A $2,000,000 ExchangeCo Note A $2,000,000 ExchangeCo Note A $2,000,000 Atlas Note B $17,200,000 Atlas Note B $14,358,000 Atlas Note B $11,473,370 Atlas Note B $8,545,471 Year 2 Summary Total Distributions to OCGH $5,000,000 Total SDR Distributions to ExchangeCo for ExchangeCo Notes Periodic Yield/Miscellaneous Amounts $100,000 Total SDR Distributions to ExchangeCo to Repay Principal $0 Total Distributions to Brookfield LPs for Atlas Notes Interest/Miscellaneous Amounts $1,445,471 Total Distributions to Brookfield LPs for Atlas Notes Principal $11,454,529 Total Other Distributions to Brookfield LPs $2,000,000 $20,000,000 Page 2 of 4 Year 3 4.02(a)(i) ExchangeCo Note C: Special Distribution Right Cumulative Amount Inputs Base Amount $10,000,000 90% Cap $9,000,000 Quarterly Periodic Yield 1.75% Total Miscellaneous Amounts $250,000 Year 3 ‐ Q1 Year 3 ‐ Q2 Year 3 ‐ Q3 Year 3 ‐ Q4 4.02(b) Quarterly Available Cash $7,500,000 Quarterly Available Cash $7,500,000 Quarterly Available Cash $7,500,000 Quarterly Available Cash $7,500,000 Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Brookfield LPs $6,000,000 Brookfield LPs $6,000,000 Brookfield LPs $6,000,000 Brookfield LPs $6,000,000 OCGH $1,500,000 OCGH $1,500,000 OCGH $1,500,000 OCGH $1,500,000 4.02(b)(i) Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 4.02(b)(ii) Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes ExchangeCo Note A $25,000 ExchangeCo Note A $25,000 ExchangeCo Note A $25,000 ExchangeCo Note A $25,000 Atlas Note B $128,182 Atlas Note B $47,605 Atlas Note B $0 Atlas Note B $0 ExchangeCo Note C $237,500 ExchangeCo Note C $237,500 ExchangeCo Note C $218,610 ExchangeCo Note C $110,188 Atlas Note D $237,500 Atlas Note D $237,500 Atlas Note D $216,512 Atlas Note D $165,486 4.02(b)(iii) Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 ExchangeCo Note C $0 ExchangeCo Note C $0 ExchangeCo Note C $0 ExchangeCo Note C $0 Atlas Note D $0 Atlas Note D $0 Atlas Note D $0 Atlas Note D $0 4.02(b)(iv) Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 Atlas Note B $5,371,818 Atlas Note B $3,173,653 Atlas Note B $0 Atlas Note B $0 ExchangeCo Note C $0 ExchangeCo Note C $1,079,404 ExchangeCo Note C $2,624,153 ExchangeCo Note C $2,699,681 Atlas Note D $0 Atlas Note D $1,199,338 Atlas Note D $2,915,725 Atlas Note D $2,999,645 Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 Remaining Principal ExchangeCo Note A $2,000,000 ExchangeCo Note A $2,000,000 ExchangeCo Note A $2,000,000 ExchangeCo Note A $2,000,000 Atlas Note B $3,173,653 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 ExchangeCo Note C $10,000,000 ExchangeCo Note C $8,920,596 ExchangeCo Note C $6,296,443 ExchangeCo Note C $3,596,762 Atlas Note D $10,000,000 Atlas Note D $8,800,662 Atlas Note D $5,884,937 Atlas Note D $2,885,291 Year 3 Summary Total Distributions to OCGH $6,000,000 Total SDR Distributions to ExchangeCo for ExchangeCo Notes Periodic Yield/Miscellaneous Amounts $903,798 Total SDR Distributions to ExchangeCo to Repay Principal $6,403,238 Total Distributions to Brookfield LPs for Atlas Notes Interest/Miscellaneous Amounts $1,032,785 Total Distributions to Brookfield LPs for Atlas Notes Principal $15,660,179 Total Other Distributions to Brookfield LPs $0 $30,000,000 Page 3 of 4
Year 4 4.02(a)(i) ExchangeCo Note E: Special Distribution Right Cumulative Amount Inputs Base Amount $20,000,000 90% Cap $18,000,000 Quarterly Periodic Yield 1.00% Total Miscellaneous Amounts $500,000 Year 4 ‐ Q1 Year 4 ‐ Q2 Year 4 ‐ Q3 Year 4 ‐ Q4 4.02(b) Quarterly Available Cash $3,750,000 Quarterly Available Cash $3,750,000 Quarterly Available Cash $3,750,000 Quarterly Available Cash $3,750,000 Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Distributable Amounts Pre‐SDR Apportionment Brookfield LPs $3,187,500 Brookfield LPs $3,187,500 Brookfield LPs $3,187,500 Brookfield LPs $3,187,500 OCGH $562,500 OCGH $562,500 OCGH $562,500 OCGH $562,500 4.02(b)(i) Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield Tax/TPE Amounts Brookfield LPs $250,000 Brookfield LPs $250,000 Brookfield LPs $250,000 Brookfield LPs $250,000 4.02(b)(ii) Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes Payment of Interest/Periodic Yield/Miscellaneous Amounts in respect of Notes ExchangeCo Note A $25,000 ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 ExchangeCo Note C $62,943 ExchangeCo Note C $59,014 ExchangeCo Note C $38,229 ExchangeCo Note C $17,500 Atlas Note D $50,493 Atlas Note D $46,126 Atlas Note D $23,032 Atlas Note D $0 ExchangeCo Note E $325,000 ExchangeCo Note E $325,000 ExchangeCo Note E $325,000 ExchangeCo Note E $324,494 4.02(b)(iii) Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes Payment of Principal Due in respect of Notes ExchangeCo Note A $2,000,000 ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 ExchangeCo Note C $0 ExchangeCo Note C $0 ExchangeCo Note C $0 ExchangeCo Note C $0 Atlas Note D $0 Atlas Note D $0 Atlas Note D $0 Atlas Note D $0 ExchangeCo Note E $0 ExchangeCo Note E $0 ExchangeCo Note E $0 ExchangeCo Note E $0 4.02(b)(iv) Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes Payment of Principal Not Yet Due in respect of Notes ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 ExchangeCo Note C $224,557 ExchangeCo Note C $1,187,697 ExchangeCo Note C $1,184,509 ExchangeCo Note C $0 Atlas Note D $249,507 Atlas Note D $1,319,663 Atlas Note D $1,316,121 Atlas Note D $0 ExchangeCo Note E $0 ExchangeCo Note E $0 ExchangeCo Note E $50,610 ExchangeCo Note E $2,595,506 Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 Brookfield LPs $0 Remaining Principal ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 ExchangeCo Note A $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 Atlas Note B $0 ExchangeCo Note C $3,372,206 ExchangeCo Note C $2,184,509 ExchangeCo Note C $1,000,000 ExchangeCo Note C $1,000,000 Atlas Note D $2,635,784 Atlas Note D $1,316,121 Atlas Note D $0 Atlas Note D $0 ExchangeCo Note E $20,000,000 ExchangeCo Note E $20,000,000 ExchangeCo Note E $19,949,390 ExchangeCo Note E $17,353,884 Year 4 Summary Total Distributions to OCGH $2,250,000 Total SDR Distributions to ExchangeCo for ExchangeCo Notes Periodic Yield/Miscellaneous Amounts $1,502,180 Total SDR Distributions to ExchangeCo to Repay Principal $7,242,878 Total Distributions to Brookfield LPs for Atlas Notes Interest/Miscellaneous Amounts $119,651 Total Distributions to Brookfield LPs for Atlas Notes Principal $2,885,291 Total Other Distributions to Brookfield LPs $1,000,000 $15,000,000 Note: For simplicity, this exhibit assumes distributions are made across the Partnership and the Other OpCos in proportion to the relative values of the Partnership and the Other OpCos at the time of the first exchange, and that the relative values remain constant Page 4 of 4 Exhibit C Illustrative Examples – Class P Common Units and Class P Preferred Units Distributions Inputs - Annual Income Greater Than Applicable Charge Initial Price 67.41$ Purchase Price/Capital Percentage 10% Year 3 Price 80.00$ Annual Applicable Charge 4% Profits Interest Basis/Unit -$ Gross Equity Plan Value 259,000,000$ Annual OpCo TI (Toggle) 900,000,000$ Base Value of Class P Common 233,100,000$ Total Total Value Price/Unit Total Units Ownership % OCGH 3,831,023,478 67.41 56,835,526 35.5% Brookfield 6,948,163,251 67.41 103,080,160 64.5% Total 10,779,186,730$ 67.41 159,915,686 100.0% Equity Plan 259,000,000 67.41 3,842,420 Oaktree Equity Units Capital 25,900,000 67.41 384,242 Common Units Profit - "Base Value" 233,100,000$ 67.41 3,458,178 Class P Common Units Note: All "Units" refer to OpCo Units Annual Allocations - Years 1- 3 Taxable Income Notes OCGH (Including Rollover EOP Partners) 319,868,392 Brookfield 580,131,608 Total OpCo 900,000,000$ OEP Profit Allocation - Common Units Total TI 900,000,000 OEP Common Unit profit allocation percentage 0.24% (400K Units/160M Units) OEP profit allocation - Common Units 2,162,501$ Reduction for Applicable Charge shortfall - OEP profit allocation - Common Units 2,162,501$ OEP Profit Allocation - Profit Interest Total TI 900,000,000 Preliminary OEP Class P Common profit allocation percentage 2.16% (3.6M Units/160M Units) Preliminary OEP Class P Common profit allocation 19,462,507 Annual Applicable Charge (Class P Preferred) 9,324,000 (4% x $252M) Actual allocation to OEP Class P Common 10,138,507$ Unpaid Applicable Charge -$ Cumulative Unpaid Applicable Charge (3 Years) -$ Allocation of Taxable Income - All Partners OCGH Legacy Partners 319,868,392$ Tentative allocation to Brookfield (pre-OEP reallocation) 580,131,608$ OEP profit allocation - Common Units 2,162,501$ OEP profit allocation - Class P Common 10,138,507$ Net allocation to Brookfield 567,830,600$ Total OEP Partner Profit Allocation - All Entities 12,301,008$ *Post-OEP reallocation and including Class P Preferred Year of Sale - Year 3 OEP Capital - Common Units Total Value Price/Unit Total Units Purchased/Contributed Capital 25,900,000 67 384,242 Year 3 value 30,739,360 A 80 384,242 Total Appreciation 4,839,360$ 13$ 384,242 OEP Class P Common Total Value Price/Unit Total Units Base Value of Class P Common 233,100,000 67 3,458,178 Year 3 value 276,654,240 80 3,458,178 Total Appreciation 43,554,240$ 13$ 3,458,178 Unpaid Applicable Charge - Net Appreciation 43,554,240$ B Total consideration paid by Brookfield 74,293,600 (A + B) Plan member basis 25,900,000 ($40/unit x 400K Capital Units - Cummulative Loss) Gain recongized 48,393,600$ Inputs - Annual Income Less Than Applicable Charge Initial Price 67.41$ Purchase Price/Capital Percentage 10% Year 3 Price 80.00$ Annual Applicable Charge 4% Profits Interest Basis/Unit -$ Gross Equity Plan Value 259,000,000$ Annual OpCo TI (Toggle) 100,000,000$ Base Value of Class P Common 233,100,000$ Total Total Value Price/Unit Total Units Ownership % OCGH 3,831,023,478 67.41 56,835,526 35.5% Brookfield 6,948,163,251 67.41 103,080,160 64.5% Total 10,779,186,730$ 67.41 159,915,686 100.0% Equity Plan 259,000,000 67.41 3,842,420 Oaktree Equity Units Capital 25,900,000 67.41 384,242 Common Units Profit - "Base Value" 233,100,000$ 67.41 3,458,178 Class P Common Units Note: All "Units" refer to OpCo Units Annual Allocations - Years 1- 3 Taxable Income Notes OCGH (Including Rollover EOP Partners) 35,540,932 Brookfield 64,459,068 Total OpCo 100,000,000$ OEP Profit Allocation - Common Units Total TI 100,000,000 OEP Common Unit profit allocation percentage 0.24% (400K Units/160M Units) Tentative OEP profit allocation - Common Units 240,278$ Reduction for Applicable Charge shortfall (240,278) OEP profit allocation - Common Units -$ OEP Profit Allocation - Profit Interest Total TI 100,000,000 Preliminary OEP Class P Common profit allocation percentage 2.16% (3.6M Units/160M Units) Preliminary OEP Class P Common profit allocation 2,162,501 Annual Applicable Charge (Class P Preferred) 9,324,000 (4% x $252M) Actual allocation to OEP Class P Common -$ Unpaid Applicable Charge 6,921,221$ Cumulative Unpaid Applicable Charge (3 Years) 20,763,664$ Allocation of Taxable Income - All Partners OCGH Legacy Partners 35,540,932$ Tentative allocation to Brookfield (pre-OEP reallocation) 64,459,068$ OEP profit allocation - Common Units -$ OEP profit allocation - Class P Common -$ Net allocation to Brookfield 64,459,068$ Total OEP Partner Profit Allocation - All Entities -$ *Post-OEP reallocation and including Class P Preferred Year of Sale - Year 3 OEP Capital - Common Units Total Value Price/Unit Total Units Purchased/Contributed Capital 25,900,000 67 384,242 Year 3 value 30,739,360 A 80 384,242 Total Appreciation 4,839,360$ 13$ 384,242 OEP Class P Common Total Value Price/Unit Total Units Base Value of Class P Common 233,100,000 67 3,458,178 Year 3 value 276,654,240 80 3,458,178 Total Appreciation 43,554,240$ 13$ 3,458,178 Unpaid Applicable Charge 20,763,664 Net Appreciation 22,790,576$ B Total consideration paid by Brookfield 53,529,936 (A + B) Plan member basis 25,900,000 ($40/unit x 400K Capital Units - Cummulative Loss) Gain recongized 27,629,936$
Inputs - Annual Cash Greater Than Applicable Charge Initial price 67.41$ Purchase Price/Capital Percentage 10% Year 3 price 80.00$ Annual Applicable Charge 4% Profits interest basis/unit -$ Gross Equity Plan Value 259,000,000$ Annual OpCo Distributions (Toggle) 900,000,000$ Base Value of Class P Common 233,100,000$ Total Total Value Price/Unit Total Units Ownership % OCGH 3,831,023,478 67.41 56,835,526 35.5% Brookfield 6,948,163,251 67.41 103,080,160 64.5% Total 10,779,186,730$ 67.41$ 159,915,686 100.0% Equity Plan 259,000,000 67.41 3,842,420 Oaktree Equity Units Capital 25,900,000 67.41 384,242 Common Units Profit - "Base Value" 233,100,000$ 67.41$ 3,458,178 Class P Common Units Note: All "Units" refer to OpCo Units Annual Distributions - Years 1- 3 Distributions Notes OCGH (Including Rollover EOP Partners) 319,868,392 Brookfield 580,131,608 Total OpCo 900,000,000$ OEP Cash Distributions - Common Units Total Distributions 900,000,000 OEP Common Unit Distribution Percentage 0.24% (384K Units/160M Units) OEP distribution entitlement - Common Units 2,162,501$ Reduction for Applicable Charge shortfall - OEP profit allocation - Common Units 2,162,501$ OEP Cash Distribution - Class P Common Total Distributions 900,000,000 Preliminary OEP Class P Common Unit Distribution Percentage 2.16% (3.46M Units/160M Units) Preliminary OEP Class P Common Cash Distribution 19,462,507 Annual Applicable Charge 9,324,000 (4% x $233M) Actual Distribution to OEP Class P Common Units 10,138,507$ Unpaid Applicable Charge -$ Cumulative Unpaid Applicable Charge (3 Years) -$ Cash Distributions - All Partners OCGH Legacy Partners 319,868,392$ Tentative Distribution to Brookfield (pre-OEP reallocation) 580,131,608$ OEP Cash Distribution - Common Units 2,162,501$ OEP Cash Distribution - Class P Common 10,138,507$ Net Distribution to Brookfield * 567,830,600$ Total OEP Partner Cash Distribution - All Entities 12,301,008$ *Post-OEP reallocation and including Class P Preferred Year of Sale - Year 3 OEP Common Units Total Value Price/Unit Total Units Purchased/Contributed Capital 25,900,000 67 384,242 Year 3 value 30,739,360 A 80 384,242 Total Appreciation 4,839,360$ 13$ 384,242 OEP Class P Common Total Value Price/Unit Total Units Base Value of Class P Common 233,100,000 67 3,458,178 Year 3 value 276,654,240 80 3,458,178 Total Appreciation 43,554,240$ 13$ 3,458,178 Unpaid Applicable Charge - Net Appreciation 43,554,240$ B Total consideration paid by Brookfield 74,293,600$ (A + B) Inputs - Annual Cash Less Than Applicable Charge Initial price 67.41$ Purchase Price/Capital Percentage 10% Year 3 price 80.00$ Annual Applicable Charge 4% Profits interest basis/unit -$ Gross Equity Plan Value 259,000,000$ Annual OpCo Distributions (Toggle) 100,000,000$ Base Value of Class P Common 233,100,000$ Total Total Value Price/Unit Total Units Ownership % OCGH 3,831,023,478 67.41 56,835,526 35.5% Brookfield 6,948,163,251 67.41 103,080,160 64.5% Total 10,779,186,730$ 67.41$ 159,915,686 100.0% Equity Plan 259,000,000 67.41 3,842,420 Oaktree Equity Units Capital 25,900,000 67.41 384,242 Common Units Profit - "Base Value" 233,100,000$ 67.41$ 3,458,178 Class P Common Units Note: All "Units" refer to OpCo Units Annual Distributions - Years 1- 3 Distributions Notes OCGH (Including Rollover EOP Partners) 35,540,932 Brookfield 64,459,068 Total OpCo 100,000,000$ OEP Cash Distributions - Common Units Total Distributions 100,000,000 OEP Common Unit Distribution Percentage 0.24% (384K Units/160M Units) OEP distribution entitlement - Common Units 240,278$ Reduction for Applicable Charge shortfall (240,278) OEP profit allocation - Common Units -$ OEP Cash Distribution - Class P Common Total Distributions 100,000,000 Preliminary OEP Class P Common Unit Distribution Percentage 2.16% (3.46M Units/160M Units) Preliminary OEP Class P Common Cash Distribution 2,162,501 Annual Applicable Charge 9,324,000 (4% x $233M) Actual Distribution to OEP Class P Common Units -$ Unpaid Applicable Charge 6,921,221$ Cumulative Unpaid Applicable Charge (3 Years) 20,763,664$ Cash Distributions - All Partners OCGH Legacy Partners 35,540,932$ Tentative Distribution to Brookfield (pre-OEP reallocation) 64,459,068$ OEP Cash Distribution - Common Units -$ OEP Cash Distribution - Class P Common -$ Net Distribution to Brookfield * 64,459,068$ Total OEP Partner Cash Distribution - All Entities -$ *Post-OEP reallocation and including Class P Preferred Year of Sale - Year 3 OEP Common Units Total Value Price/Unit Total Units Purchased/Contributed Capital 25,900,000 67 384,242 Year 3 value 30,739,360 A 80 384,242 Total Appreciation 4,839,360$ 13$ 384,242 OEP Class P Common Total Value Price/Unit Total Units Base Value of Class P Common 233,100,000 67 3,458,178 Year 3 value 276,654,240 80 3,458,178 Total Appreciation 43,554,240$ 13$ 3,458,178 Unpaid Applicable Charge 20,763,664 Net Appreciation 22,790,576$ B Total consideration paid by Brookfield 53,529,936$ (A + B) Exhibit D Unit Designation With Respect To The Series A Preferred Mirror Units EXECUTION VERSION 1 OAKTREE CAPITAL I, L.P. UNIT DESIGNATION WITH RESPECT TO THE SERIES A PREFERRED MIRROR UNITS This Unit Designation (as it may be amended, supplemented or restated from time to time, this “Unit Designation”), dated as of May 17, 2018, is made by Oaktree Capital I, L.P. (the “Partnership”). Capitalized terms used but not defined in this Unit Designation shall have the meanings ascribed to such terms in the Second Amended and Restated Limited Partnership Agreement of the Partnership, dated as of May 17, 2018 (as it may be amended, supplemented or restated from time to time, the “Partnership Agreement”). WHEREAS, pursuant to Section 7.01 of the Partnership Agreement, OCM Holdings I, LLC, a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”), has the authority to establish and issue, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units), as shall be determined by the General Partner; WHEREAS, pursuant to Section 11.12 of the Partnership Agreement the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of the Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and WHEREAS, pursuant to the aforementioned sections of the Partnership Agreement, the General Partner determined it advisable and in the best interest of the Partnership and its Limited Partners to designate the Series A Preferred Mirror Units as a new class of Preferred Units and the terms of the Series A Preferred Mirror Units, as set forth in this Unit Designation, have been duly approved in accordance with the Partnership Agreement; NOW, THEREFORE, the General Partner hereby approves and authorizes this Unit Designation on the terms and conditions set forth herein. ARTICLE I DEFINITIONS Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Unit Designation. Capitalized terms used but not defined herein shall have the meanings given to them in the Partnership Agreement. “2011 Incentive Plan” means the 2011 Oaktree Capital Group, LLC Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time, and any successor or similar plan. “Business Day” means any day that is not a Saturday, Sunday or other day in which banking institutions in New York City are authorized or required by law to close. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. “Change of Control Event” has the meaning set forth in the OCG Series A Preferred Unit Designation.
“Dissolution Event” means an event giving rise to the dissolution of the Partnership in accordance with Section 9.02 of the Partnership Agreement. “Dissolution Exception” has the meaning set forth in Section 2.8 of this Unit Designation. “Distribution Payment Date” means March 15, June 15, September 15 and December 15 of each year, commencing with respect to the Series A Preferred Mirror Units, on September 15, 2018. “Distribution Period” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that the initial Distribution Period with respect to the Series A Preferred Mirror Units shall commence on and includes May 17, 2018. “Gross Ordinary Income” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series A Mirror Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Total Percentage Interest with respect to such holder’s Series A Preferred Mirror Units. “Indemnified Person” means any Person who is entitled to indemnification by the Partnership pursuant to Section 10.02 of the Partnership Agreement. “Junior Units” means Common Units and any other equity securities that the Partnership may issue after May 17, 2018 ranking, as to payment of distributions, junior to the Series A Preferred Mirror Units. “Oaktree I Permitted Distribution” means each of the following: (A) distributions of tax distribution amounts in accordance with the terms of the Partnership Agreement as in effect on May 17, 2018, (B) the net share settlement of equity-based awards granted under the 2011 Equity Incentive Plan, as amended or restated (or any successor or similar plan) in order to satisfy associated tax obligations (C) exchanges of common units of OCG and/or its subsidiaries in connection with the exchange of units of OCGH for OCG’s common units or units of its subsidiaries under the Exchange Agreement, (D) purchases pursuant to put or call arrangements with current or former Senior Executives, employees or service partners entered into in good faith in connection with the provision of personal services, (E) distributions of incentive compensation to current or former Senior Executives, employees or service partners in respect of their “points” interests in OCG’s subsidiaries, (F) distributions, directly or indirectly, to OCG, its subsidiaries or OCGH to enable OCG, its subsidiaries or OCGH to pay expenses or satisfy other obligations (other than obligations in respect of distributions or purchases of junior securities that would not otherwise be Permitted Distributions), (G) redemptions of common units pursuant to provisions of the OCG Operating Agreement as in effect on May 17, 2018, (H) purchases in connection with the settlement of a bona fide forward purchase or accelerated unit repurchase arrangement with a third party financial institution that is entered into before the start of the applicable Distribution Period, (I) payments made on redemption or conversion of convertible notes or convertible preferred equity or the entry into or settlement of call options, bond hedges and/or warrants to hedge OCG’s exposure in connection with the issuance of the convertible notes or convertible preferred equity, (J) distributions paid in, or exchanges of Junior Units or OCGH units for, Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or distributions or purchases paid, directly or indirectly, with proceeds from the substantially concurrent sale of Junior Units and (K) distributions, directly or indirectly, to OCGH or its successor to enable it to (1) make distributions in respect of any outstanding OCGH equity value units, and (2) purchase any OCGH units into which the equity value units have been recapitalized pursuant to any put right exercised by the holder of such units. “Oaktree Operating Group” means, for the purpose of this Unit Designation, collectively, (a) as of May 17, 2018, Oaktree Capital I, L.P., Oaktree Capital II, L.P., Oaktree Capital Management, L.P., Oaktree Investment Holdings, L.P. and Oaktree AIF Investments, L.P., each a Delaware limited partnership, and Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership, and (b) any other subsidiary of OCG (whether now existing or hereafter formed) that is designated from time to time as part of the Oaktree Operating Group by the board of directors of OCG and that either (i) acts as or Controls the general partners and investment advisers of the investment funds managed by OCG or its subsidiaries or (ii) holds interests in other entities or investments generating income for OCG. “OCG” means Oaktree Capital Group, LLC, a Delaware limited liability company, or any successor thereto. “OCG Operating Agreement” means the Fourth Amended and Restated Operating Agreement of OCG, dated May 17, 2018, as it may be amended, supplemented or restated from time to time. “OCG Series A Preferred Units” means the 6.625% Series A Preferred Units of OCG having the designations, rights, powers and preferences set forth in the OCG Series A Preferred Unit Designation. “OCG Series A Preferred Unit Designation” means the Series A Preferred Unit designation of OCG, dated May 17, 2018, as it may be amended, supplemented or restated from time to time. “Parity Units” means any Partnership Units, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. “Partnership Agreement” has the meaning set forth in the preamble. “Permitted Reorganization” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval or (ii) reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series A Mirror Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series A Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval. “Permitted Transfer” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership. “Rating Agency Event” has the meaning set forth in the OCG Series A Preferred Unit Designation. “Senior Executive” has the meaning set forth in the OCG Series A Preferred Unit Designation. “Series A Mirror Distribution Rate” means 6.625%. “Series A Mirror Holder” means a holder of Series A Preferred Mirror Units. “Series A Mirror Liquidation Preference” means $25.00 per Series A Preferred Mirror Unit. “Series A Mirror Liquidation Value” means the sum of the Series A Mirror Liquidation Preference and declared and unpaid distributions, if any, to, but excluding, the date of the Dissolution Event on the Series A Preferred Mirror Units. “Series A Mirror Record Date” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series A Mirror Record Dates shall apply regardless of whether a particular Series A Mirror Record Date is a Business Day. The Series A Mirror Record Dates shall constitute Record Dates with respect to the Series A Preferred Mirror Units for the purpose of distributions on the Series A Preferred Mirror Units. “Series A Preferred Mirror Unit” means a Preferred Unit designated as a 6.625% Series A Preferred Mirror Unit having the designations, rights, powers and preferences set forth in this Unit Designation. “Series A Tax Event” has the meaning set forth in the Series A Preferred Unit Designation. “Substantially All Merger” means a merger or consolidation of the Partnership with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Partnership taken as a whole to a Person that is not a member of the Oaktree Operating Group immediately prior to such transaction. “Substantially All Sale” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Partnership taken as a whole to a Person that is not a member of the Oaktree Operating Group immediately prior to such transaction. “Unit Designation” has the meaning set forth in the preamble. ARTICLE II TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES A PREFERRED MIRROR UNITS Section 2.1 Designation. The Series A Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series A Preferred Mirror Unit shall be identical in all respects to every other Series A Preferred Mirror Unit. There is authorized for issuance an unlimited number of Series A Preferred Mirror Units. As of any date of determination, the Total Percentage Interest as to any Series A Mirror Holder in its capacity as such with respect to Series A Preferred Mirror Units shall be 0% as such term applies to all Limited Partners; provided, however, that when such term is used to only apply to Series A Mirror Holders, “Total Percentage Interest” shall mean, with respect to any holder of Series A Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series A Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series A Preferred Mirror Units Outstanding as of such date. The Capital Account balance of a Limited Partner with respect to each Series A Preferred Mirror Unit held by such Limited Partner shall equal the Liquidation Preference per Series A Preferred Mirror Unit as of the date such Series A Preferred Mirror Unit is initially issued and shall be increased as set forth in Section 2.6. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series A Mirror Holders or holders of other Parity Units, issue additional Series A Preferred Mirror Units. Section 2.2 Distributions. (a) The Series A Mirror Holders shall be entitled to receive with respect to each Series A Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner, in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, in an amount equal to the product of (i) 25% and (ii) the rate per annum equal to the Series A Mirror Distribution Rate (subject to Section 2.5 of this Unit Designation) and (iii) the Series A Mirror Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series A Preferred Mirror Units for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable by the relevant Distribution Payment Date to Series A Mirror Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series A Mirror Record Date, provided that if the Series A Mirror Record Date is not a Business Day, the declared distributions will be payable by the relevant Distribution Payment Date to Series A Mirror Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series A Mirror Record Date. (b) So long as any Series A Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) the Series A Preferred Mirror Units or (ii) the OCG Series A Preferred Units, then, in each case for such then-current Distribution Period only, the Partnership may not repurchase its Common Units or any Junior Units and may not declare or pay or set apart payment for distributions on its Junior Units, other than, in each case, any Oaktree I Permitted Distribution, or repurchases or distributions the proceeds of which are used, directly or indirectly, to effect any Oaktree I Permitted Distribution. (c) The General Partner may, in its sole discretion, choose to pay distributions on the Series A Preferred Mirror Units without the payment of any distributions on any Junior Units. (d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series A Preferred Mirror Units or any Parity Units, all distributions declared upon the Series A Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series A Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series A Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other. (e) No distributions may be declared or paid or set apart for payment on any Series A Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units, subject to any applicable terms of such outstanding Units. (f) Series A Mirror Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Unit Designation and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone. (g) The Partnership and Limited Partners intend that no portion of the distributions paid to the Series A Mirror Holders pursuant to this Section 2.2 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series A Mirror Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention. Section 2.3 Rank. The Series A Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event: (a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series A Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event; (b) equally to any Parity Units; and (c) senior to any Junior Units. Section 2.4 Optional Redemption. (a) Notwithstanding anything to the contrary contained in this Unit Designation, at any time or from time to time on or after June 15, 2023, subject to any limitations that may be imposed by law, the Partnership may, in its sole discretion, redeem the Series A Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Liquidation Preference per Series A Preferred Mirror Unit plus an amount equal to declared and unpaid distributions, if any, from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date. (b) If OCG redeems the OCG Series A Preferred Units pursuant to (i) a Change of Control Event then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions on such Series A Preferred Mirror Units; (ii) a Series A Tax Event then the Partnership may, in the General Partner’s sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions on such Series A Preferred Mirror Units; and (iii) a Rating Agency Event then the Partnership may, in the General Partner’s
sole discretion, redeem the Series A Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series A Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions on such Series A Preferred Mirror Units. (c) Without limiting clause (b) of this Section 2.4, if the Partnership shall deposit, on or prior to any date fixed for redemption of Series A Preferred Mirror Units, with any bank or trust company as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series A Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series A Mirror Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series A Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of said Series A Preferred Mirror Units to the holders thereof and from and after the date of such deposit said Series A Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series A Preferred Mirror Units, and shall have no rights with respect thereto under this Unit Designation, the Partnership Agreement or otherwise, except only the right to receive from said bank or trust company, or such account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the Partnership may determine, payment of the redemption price of such Series A Preferred Mirror Units without interest. (d) The Series A Mirror Holders shall have no right to require redemption of any Series A Preferred Mirror Units. Section 2.5. Series A Mirror Distribution Rate. If the distribution rate per annum on the OCG Series A Preferred Units issued by OCG shall increase pursuant to Section 2.5 of the OCG Series A Preferred Unit Designation, then the Series A Mirror Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article 2 of the OCG Series A Preferred Unit Designation. Section 2.6 Allocations. Before giving effect to the allocations set forth in Article V of the Partnership Agreement, Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series A Preferred Mirror Units in accordance with each holder’s Total Percentage Interest with respect to their Series A Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 2.2 of this Unit Designation during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series A Preferred Mirror Units pursuant to Section 2.2 of this Unit Designation in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series A Mirror Holders pursuant to this Section 2.6 in all prior Fiscal Years. To the extent there is insufficient Gross Ordinary Income for a fiscal year to allocate to the Series A Mirror Holders pursuant to the prior sentence and to the holders of any other Parity Units, Gross Ordinary Income shall be allocated to the Series A Mirror Holders and holders of Parity Units for such fiscal year on a pro rata basis based on the amount of distributions paid in respect of the Series A Preferred Mirror Units and such Parity Units, respectively in such fiscal year. Section 2.7 Voting. Notwithstanding any provision in the Partnership Agreement or the Act to the contrary, and except as set forth in this Section 2.7, the Series A Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series A Mirror Holders shall not be required for the taking of any Partnership action or inaction. Section 2.8 Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series A Preferred Mirror Units in accordance with Section 9.03 of the Partnership Agreement, the Series A Mirror Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to the Limited Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series A Mirror Liquidation Preference and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Mirror Holders pursuant to Section 2.6 of this Unit Designation for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 of the Partnership Agreement, pro rata based on the full respective distributable amounts to which each Series A Mirror Holder is entitled pursuant to this Section 2.8(a). (b) Upon a Dissolution Event, after each Series A Mirror Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series A Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series A Mirror Holders pursuant to Section 2.6 for the taxable year in which the Dissolution Event occurs), such Series A Mirror Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series A Mirror Holders and the holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series A Mirror Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Limited Partner is entitled pursuant to this Section 2.8. (d) Nothing in this Section 2.8 shall be understood to entitle the Series A Mirror Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series A Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 2.8, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Oaktree Operating Group is the surviving Person or the Person formed by such transaction and has expressly assumed all of the obligations under the Series A Preferred Mirror Units, (ii) the sale or disposition of the Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of the Partnership should the Partnership not constitute a “significant subsidiary” of OCG under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the OCG Series A Preferred Units have been fully redeemed pursuant to the terms of the OCG Operating Agreement or if proper notice of redemption of the OCG Series A Preferred Units has been given and funds sufficient to pay the redemption price for all of the OCG Series A Preferred Units called for redemption have been set aside for payment pursuant to the terms of the OCG Operating Agreement, (v) transactions where the assets of the Partnership, in connection with its liquidation, dissolution or winding-up, are immediately contributed to another member of the Oaktree Operating Group that expressly assumes all the obligations under the Series A Preferred Mirror Units, and (vi) with respect to the Partnership, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “Dissolution Exception”). (f) In the event that the Partnership liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding Series A Preferred Mirror Units shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Dissolution Exception or (ii) an event where the OCG Series A Preferred Units have been fully redeemed pursuant to the terms of the OCG LLC Agreement or if proper notice of redemption of the OCG Series A Preferred Units has been given and funds sufficient to pay the redemption price for all of the OCG Series A Preferred Units called for redemption have been set aside by or on behalf of OCG for payment pursuant to the terms of the OCG Operating Agreement. Section 2.9 No Duties to Series A Mirror Holders. Notwithstanding anything to the contrary in the Partnership Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Indemnified Person shall have any duties or liabilities to the Series A Mirror Holders. Section 2.10 Amendments and Waivers. Notwithstanding the provisions of Section 11.12 of the Partnership Agreement, the provisions of this Article 2 may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Limited Partner. ARTICLE III MISCELLANEOUS Section 3.1 Conflicts. To the extent that any provision of this Unit Designation conflicts or is inconsistent with the Partnership Agreement, the terms of this Unit Designation shall control. Section 3.2 Governing Law. This Unit Designation shall be governed by and interpreted in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely therein. Section 3.3 Severability. If any provision of this Unit Designation is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. [Remainder of page intentionally left blank.] IN WITNESS WHEREOF, the parties have caused this Unit Designation to be duly executed and delivered, all as of the date first set forth above.
Exhibit E Unit Designation With Respect To The Series B Preferred Mirror Units 1 071565-0087-16881-Active.27041975.8 OAKTREE CAPITAL I, L.P. UNIT DESIGNATION WITH RESPECT TO THE SERIES B PREFERRED MIRROR UNITS This Unit Designation (as it may be amended, supplemented or restated from time to time, this “Unit Designation”), dated as of August 9, 2018, is made by Oaktree Capital I, L.P. (the “Partnership”). Capitalized terms used but not defined in this Unit Designation shall have the meanings ascribed to such terms in the Second Amended and Restated Limited Partnership Agreement of the Partnership, dated as of May 17, 2018, as amended by the Unit Designation with respect to the Series A Preferred Mirror Units, dated as of May 17, 2018 (and as it may be further amended, supplemented or restated from time to time, the “Partnership Agreement”). WHEREAS, pursuant to Section 7.01 of the Partnership Agreement, OCM Holdings I, LLC, a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”), has the authority to establish and issue, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units), as shall be determined by the General Partner; WHEREAS, pursuant to Section 11.12 of the Partnership Agreement the General Partner may, without the written consent of any Limited Partner or any other Person, amend, supplement, waive or modify any provision of the Partnership Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect among other things, any amendment, supplement, waiver or modification that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of equity interest in the Partnership; and WHEREAS, pursuant to the aforementioned sections of the Partnership Agreement, the General Partner determined it advisable and in the best interest of the Partnership and its Limited Partners to designate the Series B Preferred Mirror Units as a new class of Preferred Units and the terms of the Series B Preferred Mirror Units, as set forth in this Unit Designation, have been duly approved in accordance with the Partnership Agreement; NOW, THEREFORE, the General Partner hereby approves and authorizes this Unit Designation on the terms and conditions set forth herein. ARTICLE I DEFINITIONS Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Unit Designation. Capitalized terms used but not defined herein shall have the meanings given to them in the Partnership Agreement. “2011 Incentive Plan” means the 2011 Oaktree Capital Group, LLC Equity Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time, and any successor or similar plan. “Business Day” means any day that is not a Saturday, Sunday or other day in which banking institutions in New York City are authorized or required by law to close. “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. “Change of Control Event” has the meaning set forth in the OCG Series B Preferred Unit Designation. 2 “Dissolution Event” means an event giving rise to the dissolution of the Partnership in accordance with Section 9.02 of the Partnership Agreement. “Dissolution Exception” has the meaning set forth in Section 2.8 of this Unit Designation. “Distribution Payment Date” means March 15, June 15, September 15 and December 15 of each year, commencing with respect to the Series B Preferred Mirror Units, on December 15, 2018. “Distribution Period” means the period from and including a Distribution Payment Date to, but excluding, the next Distribution Payment Date, except that the initial Distribution Period with respect to the Series B Preferred Mirror Units shall commence on and includes August 9, 2018. “Gross Ordinary Income” means the Partnership’s gross income excluding any gross income attributable to the sale or exchange of “capital assets” as defined in Section 1221 of the Code. Allocations to Series B Mirror Holders of Gross Ordinary Income shall consist of a proportionate share of each Partnership item of Gross Ordinary Income for such Fiscal Year in accordance with each such holder’s Total Percentage Interest with respect to such holder’s Series B Preferred Mirror Units. “Indemnified Person” means any Person who is entitled to indemnification by the Partnership pursuant to Section 10.02 of the Partnership Agreement. “Junior Units” means Common Units and any other equity securities that the Partnership may issue after August 9, 2018 ranking, as to payment of distributions, junior to the Series B Preferred Mirror Units. “Oaktree I Permitted Distribution” means each of the following: (A) distributions of Tax Distribution amounts in accordance with the terms of the Partnership Agreement as in effect on August 9, 2018, (B) the net unit settlement of equity-based awards granted under the 2011 Equity Incentive Plan in order to satisfy associated tax obligations (C) exchanges of common units of OCG and/or its subsidiaries in connection with the exchange of units of OCGH for OCG’s common units or units of its subsidiaries under the Exchange Agreement, (D) purchases pursuant to put or call arrangements with current or former Senior Executives, employees or service partners entered into in good faith in connection with the provision of personal services, (E) distributions of incentive compensation to current or former Senior Executives, employees or service partners in respect of their “points” interests in OCG’s subsidiaries, (F) distributions, directly or indirectly, to OCG, its subsidiaries or OCGH to enable OCG, its subsidiaries or OCGH to pay expenses or satisfy other obligations (other than obligations in respect of distributions or purchases of junior securities that would not otherwise be Permitted Distributions), (G) redemptions of common units pursuant to provisions of the OCG Operating Agreement as in effect on August 9, 2018, (H) purchases in connection with the settlement of a bona fide forward purchase or accelerated unit repurchase arrangement with a third party financial institution that is entered into before the start of the applicable Distribution Period, (I) payments made on redemption or conversion of convertible notes or convertible preferred equity or the entry into or settlement of call options, bond hedges and/or warrants to hedge OCG’s exposure in connection with the issuance of the convertible notes or convertible preferred equity, (J) distributions paid in, or exchanges of Junior Units or OCGH units for, Junior Units or options, warrants or rights to subscribe for or purchase Junior Units or distributions or purchases paid, directly or indirectly, with proceeds from the substantially concurrent sale of Junior Units and (K) distributions, directly or indirectly, to OCGH or its successor to enable it to (1) make distributions in respect of any outstanding OCGH equity value units, and (2) purchase any OCGH units into which the equity value units have been recapitalized pursuant to any put right exercised by the holder of such units. “Oaktree Operating Group” means, for the purpose of this Unit Designation, collectively, (a) as of August 9, 2018, Oaktree Capital I, L.P., Oaktree Capital II, L.P., Oaktree Capital Management, L.P., Oaktree Investment Holdings, L.P. and Oaktree AIF Investments, L.P., each a Delaware limited partnership, and Oaktree Capital Management (Cayman), L.P., a Cayman Islands exempted limited partnership, and (b) any other subsidiary of OCG (whether now existing or hereafter formed) that is designated from time to time as part of the Oaktree Operating Group by the board of directors of OCG and that either (i) acts as or Controls the general partners and investment advisers of the investment funds managed by OCG or its subsidiaries or (ii) holds interests in other entities or investments generating income for OCG. 3 “OCG” means Oaktree Capital Group, LLC, a Delaware limited liability company, or any successor thereto. “OCG Operating Agreement” means the Fourth Amended and Restated Operating Agreement of OCG, dated May 17, 2018, as it may be amended, supplemented or restated from time to time. “OCG Series B Preferred Units” means the 6.550% Series B Preferred Units of OCG having the designations, rights, powers and preferences set forth in the OCG Series B Preferred Unit Designation. “OCG Series B Preferred Unit Designation” means the Series B Preferred Unit designation of OCG, dated August 9, 2018, as it may be amended, supplemented or restated from time to time. “Parity Units” means any Partnership Units, including Preferred Units, that the Partnership has authorized or issued or may authorize or issue, the terms of which provide that such securities shall rank equally with the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event. As of August 9, 2018, there were 7,200,000 Series A Preferred Mirror Units Outstanding and the Series A Preferred Mirror Units were the only Outstanding Units of the Partnership that were Parity Units as of such date. “Partnership Agreement” has the meaning set forth in the preamble. “Permitted Reorganization” means the (i) voluntary or involuntary liquidation, dissolution or winding up of any of the Partnership’s Subsidiaries or upon any reorganization of the Partnership into another limited partnership pursuant to provisions of this Agreement that allow the Partnership to convert, merge or convey its assets to another entity with or without General Partner approval or (ii) reorganization or other transaction in which a successor to the Partnership issues equity securities to the Series B Mirror Holders that have rights, powers and preferences that are substantially similar to the rights, powers and preferences of the Series B Preferred Mirror Units pursuant to provisions of this Agreement that allow the Partnership to do so without General Partner approval. “Permitted Transfer” means the sale, conveyance, exchange or transfer, for cash, shares of capital stock, securities or other consideration, of all or substantially all of the Partnership’s property or assets or the consolidation, merger or amalgamation of the Partnership with or into any other entity or the consolidation, merger or amalgamation of any other entity with or into the Partnership. “Rating Agency Event” has the meaning set forth in the OCG Series B Preferred Unit Designation. “Senior Executive” has the meaning set forth in the OCG Series B Preferred Unit Designation. “Series B Mirror Distribution Rate” means 6.550%. “Series B Mirror Holder” means a holder of Series B Preferred Mirror Units. “Series B Mirror Liquidation Preference” means $25.00 per Series B Preferred Mirror Unit. “Series B Mirror Liquidation Value” means the sum of the Series B Mirror Liquidation Preference and declared and unpaid distributions, if any, to, but excluding, the date of the Dissolution Event on the Series B Preferred Mirror Units. “Series B Mirror Record Date” means, with respect to any Distribution Payment Date, the March 1, June 1, September 1 or December 1, as the case may be, immediately preceding the relevant March 15, June 15, September 15 or December 15 Distribution Payment Date, respectively. These Series B Mirror Record Dates shall apply regardless of whether a particular Series B Mirror Record Date is a Business Day. The Series B Mirror Record Dates shall constitute Record Dates with respect to the Series B Preferred Mirror Units for the purpose of distributions on the Series B Preferred Mirror Units. “Series B Preferred Mirror Unit” means a Preferred Unit designated as a 6.550% Series B Preferred Mirror Unit having the designations, rights, powers and preferences set forth in this Unit Designation.
4 “Series B Tax Event” has the meaning set forth in the Series B Preferred Unit Designation. “Substantially All Merger” means a merger or consolidation of the Partnership with or into another Person that would, in one or a series of related transactions, result in the transfer or other disposition, directly or indirectly, of all or substantially all of the combined assets of the Partnership taken as a whole to a Person that is not a member of the Oaktree Operating Group immediately prior to such transaction. “Substantially All Sale” means a sale, assignment, transfer, lease or conveyance, in one or a series of related transactions, directly or indirectly, of all or substantially all of the assets of the Partnership taken as a whole to a Person that is not a member of the Oaktree Operating Group immediately prior to such transaction. “Unit Designation” has the meaning set forth in the preamble. ARTICLE II TERMS, RIGHTS, POWERS, PREFERENCES AND DUTIES OF SERIES B PREFERRED MIRROR UNITS Section 2.1 Designation. The Series B Preferred Mirror Units are hereby designated and created as a series of Preferred Units. Each Series B Preferred Mirror Unit shall be identical in all respects to every other Series B Preferred Mirror Unit. There is authorized for issuance an unlimited number of Series B Preferred Mirror Units. As of any date of determination, the Total Percentage Interest as to any Series B Mirror Holder in its capacity as such with respect to Series B Preferred Mirror Units shall be 0% as such term applies to all Partners; provided, however, that when such term is used to only apply to Series B Mirror Holders, “Total Percentage Interest” shall mean, with respect to any holder of Series B Preferred Mirror Units in its capacity as such as of any date, the ratio (expressed as a percentage) of the number of Series B Preferred Mirror Units held by such holder on such date relative to the aggregate number of Series B Preferred Mirror Units Outstanding as of such date. The Capital Account balance of a Limited Partner with respect to each Series B Preferred Mirror Unit held by such Limited Partner shall equal the Liquidation Preference per Series B Preferred Mirror Unit as of the date such Series B Preferred Mirror Unit is initially issued and shall be increased as set forth in Section 2.6. The General Partner may cause the Partnership to, from time to time, without notice to or consent of the Series B Mirror Holders or holders of other Parity Units, issue additional Series B Preferred Mirror Units. Section 2.2 Distributions. (a) The Series B Mirror Holders shall be entitled to receive with respect to each Series B Preferred Mirror Unit owned by such holder, when, as and if declared by the General Partner, in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash distributions, on the applicable Distribution Payment Date that corresponds to the Record Date for which the General Partner has declared a distribution, if any, in an amount equal to the product of (i) 25% and (ii) the rate per annum equal to the Series B Mirror Distribution Rate (subject to Section 2.5 of this Unit Designation) and (iii) the Series B Mirror Liquidation Preference. Such distributions shall be non-cumulative. Distributions payable on the Series B Preferred Mirror Units for the Distribution Period commencing on August 9, 2018 for any period less than a full Distribution Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Declared distributions will be payable by the relevant Distribution Payment Date to Series B Mirror Holders as they appear on the Partnership’s register at the close of business, New York City time, on a Series B Mirror Record Date, provided that if the Series B Mirror Record Date is not a Business Day, the declared distributions will be payable by the relevant Distribution Payment Date to Series B Mirror Holders as they appear on the Partnership’s register at the close of business, New York City time, on the Business Day immediately preceding such Series B Mirror Record Date. (b) So long as any Series B Preferred Mirror Units are outstanding, for any then-current Distribution Period, unless distributions have been declared and paid or declared and set apart for payment on (i) the Series B Preferred Mirror Units or (ii) the OCG Series B Preferred Units, then, in each case for such then-current Distribution Period only, the Partnership may not repurchase its Common Units or any Junior Units and may not declare or pay or set apart payment for distributions on its Junior Units, other than, in each case, any Oaktree I Permitted Distribution, or repurchases or distributions the proceeds of which are used, directly or indirectly, to effect any Oaktree I Permitted Distribution. 5 (c) The General Partner may, in its sole discretion, choose to pay distributions on the Series B Preferred Mirror Units without the payment of any distributions on any Junior Units. (d) When distributions are not declared and paid (or duly provided for) on any Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) in full upon the Series B Preferred Mirror Units or any Parity Units, all distributions declared upon the Series B Preferred Mirror Units and all such Parity Units payable on such Distribution Payment Date (or, in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates, on a distribution payment date falling within the related Distribution Period) shall be declared pro rata so that the respective amounts of such distributions shall bear the same ratio to each other as all declared and unpaid distributions per Unit on the Series B Preferred Mirror Units and all unpaid distributions, including any accumulations, on all Parity Units payable on such Distribution Payment Date (or in the case of Parity Units having distribution payment dates different from the Distribution Payment Dates pertaining to the Series B Preferred Mirror Units, on a distribution payment date falling within the related Distribution Period) bear to each other. (e) No distributions may be declared or paid or set apart for payment on any Series B Preferred Mirror Units if at the same time any arrears exist or default exists in the payment of distributions on any outstanding Units ranking, as to the payment of distributions and distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units, subject to any applicable terms of such outstanding Units. (f) Series B Mirror Holders shall not be entitled to any distributions, whether payable in cash or property, other than as provided in this Unit Designation and shall not be entitled to interest, or any sum in lieu of interest, in respect of any distribution payment, including any such payment which is delayed or foregone. (g) The Partnership and Limited Partners intend that no portion of the distributions paid to the Series B Mirror Holders pursuant to this Section 2.2 shall be treated as a “guaranteed payment” within the meaning of Section 707(c) of the Code, and the Partnership and Series B Mirror Holders shall not take any position inconsistent with such intention, except if there is a change in applicable law or final determination by the Internal Revenue Service that is inconsistent with such intention. Section 2.3 Rank. The Series B Preferred Mirror Units shall rank, with respect to payment of distributions and distribution of assets upon a Dissolution Event: (a) junior to all of the Partnership’s existing and future indebtedness and any equity securities, including Preferred Units, that the Partnership may authorize or issue, the terms of which provide that such securities shall rank senior to the Series B Preferred Mirror Units with respect to payment of distributions and distribution of assets upon a Dissolution Event; (b) equally to any Parity Units; and (c) senior to any Junior Units. Section 2.4 Optional Redemption. (a) Notwithstanding anything to the contrary contained in this Unit Designation, at any time or from time to time on or after September 15, 2023, subject to any limitations that may be imposed by law, the Partnership may, in its sole discretion, redeem the Series B Preferred Mirror Units, out of funds legally available therefor, in whole or in part, at a redemption price equal to the Liquidation Preference per Series B Preferred Mirror Unit plus an amount equal to declared and unpaid distributions, if any, from the Distribution Payment Date immediately preceding the redemption date to, but excluding, the redemption date. (b) If OCG redeems the OCG Series B Preferred Units pursuant to (i) a Change of Control Event then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions on such Series B Preferred Mirror Units; (ii) a Series B Tax Event then the Partnership may, in the General Partner’s sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions on such Series B Preferred Mirror Units; and (iii) a Rating Agency Event then the Partnership may, in the General Partner’s 6 sole discretion, redeem the Series B Preferred Mirror Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.50 per Series B Preferred Mirror Unit plus an amount equal to the declared and unpaid distributions on such Series B Preferred Mirror Units. (c) Without limiting clause (b) of this Section 2.4, if the Partnership shall deposit, on or prior to any date fixed for redemption of Series B Preferred Mirror Units, with any bank or trust company as a trust fund, or in an account for the benefit of and/or Controlled by the General Partner or the Partnership, a fund sufficient to redeem the Series B Preferred Mirror Units called for redemption, with irrevocable instructions and authority to such bank or trust company (if applicable) to pay on and after the date fixed for redemption or such earlier date as the General Partner may determine, to the respective Series B Mirror Holders, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series B Preferred Mirror Units so called shall be deemed to be redeemed and such deposit shall be deemed to constitute full payment of said Series B Preferred Mirror Units to the holders thereof and from and after the date of such deposit said Series B Preferred Mirror Units shall no longer be deemed to be outstanding, and the holders thereof shall cease to be holders of Units with respect to such Series B Preferred Mirror Units, and shall have no rights with respect thereto under this Unit Designation, the Partnership Agreement or otherwise, except only the right to receive from said bank or trust company, or such account for the benefit of and/or Controlled by the General Partner or the Partnership, on the redemption date or such earlier date as the Partnership may determine, payment of the redemption price of such Series B Preferred Mirror Units without interest. (d) The Series B Mirror Holders shall have no right to require redemption of any Series B Preferred Mirror Units. Section 2.5. Series B Mirror Distribution Rate. If the distribution rate per annum on the OCG Series B Preferred Units issued by OCG shall increase pursuant to Section 2.5 of the OCG Series B Preferred Unit Designation, then the Series B Mirror Distribution Rate shall increase by the same amount beginning on the same date as set forth in Article 2 of the OCG Series B Preferred Unit Designation. Section 2.6 Allocations. Before giving effect to the allocations set forth in Article V of the Partnership Agreement, Gross Ordinary Income for the Fiscal Year shall be specially allocated pro rata to the holders of Series B Preferred Mirror Units in accordance with each holder’s Total Percentage Interest with respect to their Series B Preferred Mirror Units in an amount equal to the sum of (i) the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 2.2 of this Unit Designation during such Fiscal Year and (ii) the excess, if any, of the amount of cash distributed with respect to the Series B Preferred Mirror Units pursuant to Section 2.2 of this Unit Designation in all prior Fiscal Years over the amount of Gross Ordinary Income allocated to the Series B Mirror Holders pursuant to this Section 2.6 in all prior Fiscal Years. To the extent there is insufficient Gross Ordinary Income for a fiscal year to allocate to the Series B Mirror Holders pursuant to the prior sentence and to the holders of any other Parity Units, Gross Ordinary Income shall be allocated to the Series B Mirror Holders and holders of Parity Units for such fiscal year on a pro rata basis based on the amount of distributions paid in respect of the Series B Preferred Mirror Units and such Parity Units, respectively in such fiscal year. Section 2.7 Voting. Notwithstanding any provision in the Partnership Agreement or the Act to the contrary, and except as set forth in this Section 2.7, the Series B Preferred Mirror Units shall not have any relative, participating, optional or other voting, consent or approval rights or powers, and the vote, consent or approval of the Series B Mirror Holders shall not be required for the taking of any Partnership action or inaction. Section 2.8 Liquidation Rights. (a) Upon any Dissolution Event, after payment or provision for the liabilities of the Partnership (including the expenses of such Dissolution Event) and the satisfaction of all claims ranking senior to the Series B Preferred Mirror Units in accordance with Section 9.03 of the Partnership Agreement, the Series B Mirror Holders shall be entitled to receive out of the assets of the Partnership or proceeds thereof available for distribution to the Limited Partners, before any payment or distribution of assets is made in respect of Junior Units, distributions equal to the lesser of (x) the Series B Mirror Liquidation Preference and (y) the positive balance in their Capital Accounts (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Mirror Holders pursuant to Section 2.6 of this Unit 7 Designation for the taxable year in which the Dissolution Event occurs) pursuant to Section 9.03 of the Partnership Agreement, pro rata based on the full respective distributable amounts to which each Series B Mirror Holder is entitled pursuant to this Section 2.8(a). (b) Upon a Dissolution Event, after each Series B Mirror Holder receives a payment equal to the positive balance in its Capital Account (to the extent such positive balance is attributable to ownership of the Series B Preferred Mirror Units and after taking into account allocations of Gross Ordinary Income to the Series B Mirror Holders pursuant to Section 2.6 for the taxable year in which the Dissolution Event occurs), such Series B Mirror Holder shall not be entitled to any further participation in any distribution of assets by the Partnership. (c) If the assets of the Partnership available for distribution upon a Dissolution Event are insufficient to pay in full the aggregate amount payable to the Series B Mirror Holders and the holders of all other outstanding Parity Units, if any, such assets shall be distributed to the Series B Mirror Holders and the holders of such Parity Units pro rata, based on the full respective distributable amounts to which each such Limited Partner is entitled pursuant to this Section 2.8. (d) Nothing in this Section 2.8 shall be understood to entitle the Series B Mirror Holders to be paid any amount upon the occurrence of a Dissolution Event until holders of any classes or series of Units ranking, as to the distribution of assets upon a Dissolution Event, senior to the Series B Preferred Mirror Units have been paid all amounts to which such classes or series of Units are entitled. (e) For the purposes of this Section 2.8, a Dissolution Event shall not be deemed to have occurred in connection with (i) a Substantially All Merger or a Substantially All Sale whereby a member of the Oaktree Operating Group is the surviving Person or the Person formed by such transaction and has expressly assumed all of the obligations under the Series B Preferred Mirror Units, (ii) the sale or disposition of the Partnership (whether by merger, consolidation or the sale of all or substantially all of its assets) if such sale or disposition is not a Substantially All Merger or Substantially All Sale, (iii) the sale or disposition of the Partnership should the Partnership not constitute a “significant subsidiary” of OCG under Rule 1-02(w) of Regulation S-X promulgated by the SEC, (iv) an event where the OCG Series B Preferred Units have been fully redeemed pursuant to the terms of the OCG Operating Agreement or if proper notice of redemption of the OCG Series B Preferred Units has been given and funds sufficient to pay the redemption price for all of the OCG Series B Preferred Units called for redemption have been set aside for payment pursuant to the terms of the OCG Operating Agreement, (v) transactions where the assets of the Partnership, in connection with its liquidation, dissolution or winding-up, are immediately contributed to another member of the Oaktree Operating Group that expressly assumes all the obligations under the Series B Preferred Mirror Units, and (vi) with respect to the Partnership, a Permitted Transfer or a Permitted Reorganization (any of (i) through (vi), a “Dissolution Exception”). (f) In the event that the Partnership liquidates, dissolves or winds up, including a Dissolution Event, the Partnership shall not declare or pay or set apart payment on its Junior Units unless the outstanding liquidation preference on all outstanding Series B Preferred Mirror Units shall have been repaid via redemption or otherwise. Notwithstanding the foregoing, no such limitation shall apply to or upon (i) a Dissolution Exception or (ii) an event where the OCG Series B Preferred Units have been fully redeemed pursuant to the terms of the OCG LLC Agreement or if proper notice of redemption of the OCG Series B Preferred Units has been given and funds sufficient to pay the redemption price for all of the OCG Series B Preferred Units called for redemption have been set aside by or on behalf of OCG for payment pursuant to the terms of the OCG Operating Agreement. Section 2.9 No Duties to Series B Mirror Holders. Notwithstanding anything to the contrary in the Partnership Agreement, to the fullest extent permitted by law, neither the General Partner nor any other Indemnified Person shall have any duties or liabilities to the Series B Mirror Holders. Section 2.10 Amendments and Waivers. Notwithstanding the provisions of Section 11.12 of the Partnership Agreement, the provisions of this Article 2 may be amended, supplemented, waived or modified by the action of the General Partner without the consent of any other Limited Partner.
8 ARTICLE III MISCELLANEOUS Section 3.1 Conflicts. To the extent that any provision of this Unit Designation conflicts or is inconsistent with the Partnership Agreement, the terms of this Unit Designation shall control. Section 3.2 Governing Law. This Unit Designation shall be governed by and interpreted in accordance with the laws of the State of Delaware applicable to agreements made and to be performed entirely therein. Section 3.3 Severability. If any provision of this Unit Designation is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. [Remainder of page intentionally left blank.] Exhibit F Illustrative Examples – Class T Units Distributions and Income Tax Allocations WEIL:\100147853\7\29711.0290 Exhibit F Illustrative Examples – Class T Units Distributions and Income Tax Allocations Inputs 2024 CEV - Illustrative 65.00$ Assumed Tax Distribution Rate 48% Oaktree Equity Units (Class T and OEU Tracking Units) 2,000,000 [A] Section 4.07(g)(i) Cash Distribution 1.00$ Total Common Opco Units 160,195,444 [B] Section 4.07(g)(iii) Cash Distribution 3.78$ [E] OCGH 30% [C] Initial CEV Threshold 73.02$ [F] Brookfield/OEP 70% [D] Secondary CEV Threshold 106.00$ [G] Value Assumptions 2025 2026 2027 2028 2029 2030 Projected taxable income by year 1,649,840,876$ 1,762,887,255$ 1,828,463,160$ 1,910,223,603$ 2,005,734,784$ 2,106,021,523$ Cash distributions 663,209,138$ 775,345,949$ 858,647,580$ 1,287,971,370$ 837,822,172$ 873,065,170$ Total CEV 11,053,485,636$ 11,646,208,779$ 13,252,969,082$ 14,049,140,439$ 15,470,074,027$ 17,139,310,554$ CEV per Common Unit [H] 69.00$ 72.70$ 82.73$ 87.70$ 96.57$ 106.99$ OEU Value per Unit 2025 2026 2027 2028 2029 2030 Excess over Initial Threshold [H - F] -$ -$ 9.71$ 14.68$ 23.55$ 33.97$ Excess over Secondary Threshold [H - G] -$ -$ -$ -$ -$ 0.99$ Total OEU value/unit over thresholds -$ -$ 9.71$ 14.68$ 23.55$ 34.96$ Total Class T units 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 Total Class T conversion value -$ -$ 19,420,000$ 29,360,000$ 47,100,000$ 69,920,000$ Operating Cash Distributions and Operating Income Allocation OEU Cash Distributions by Year Total Cash per Common Opco Unit 2025 2026 2027 2028 2029 2030 Total cash distributions [I] 663,209,138$ 775,345,949$ 858,647,580$ 1,287,971,370$ 837,822,172$ 873,065,170$ Total Common Opco units [J] 160,195,444 160,195,444 160,195,444 160,195,444 160,195,444 160,195,444 Total cash per Common Opco unit [I / J = K] 4.1400$ 4.8400$ 5.3600$ 8.0400$ 5.2300$ 5.4500$ Cash/Class T Unit 2025 2026 2027 2028 2029 2030 Section 4.07(g)(i) - Up to $1/unit 1.0000$ 1.0000$ 1.0000$ 1.0000$ 1.0000$ 1.0000$ Section 4.07(g)(iii) - Excess over $3.78 [K - E] 0.3600$ 1.0600$ 1.5800$ 4.2600$ 1.4500$ 1.6700$ Total per Class T unit 1.3600$ 2.0600$ 2.5800$ 5.2600$ 2.4500$ 2.6700$ Total Class T units 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 2,000,000 Total Sections 4.07(g)(i) & (iii) cash distributions [L] 2,720,000$ 4,120,000$ 5,160,000$ 10,520,000$ 4,900,000$ 5,340,000$ Cash to All Partners 2025 2026 2027 2028 2029 2030 OCGH [(I - L) x C] 198,146,741$ 231,367,785$ 256,046,274$ 383,235,411$ 249,876,652$ 260,317,551$ Brookfield/OEP [(I - L) x D] 462,342,397$ 539,858,164$ 597,441,306$ 894,215,959$ 583,045,520$ 607,407,619$ OEU 2,720,000$ 4,120,000$ 5,160,000$ 10,520,000$ 4,900,000$ 5,340,000$ Total 663,209,138$ 775,345,949$ 858,647,580$ 1,287,971,370$ 837,822,172$ 873,065,170$ Adjusted Cash per Common Opco Unit 2025 2026 2027 2028 2029 2030 OCGH [(I- L) / B] 4.123$ 4.814$ 5.328$ 7.974$ 5.199$ 5.417$ Brookfield/OEP [(I- L) / B] 4.123$ 4.814$ 5.328$ 7.974$ 5.199$ 5.417$ OEU Income Taxable Income Allocations by Year OEU Share of Conversion Value 2025 2026 2027 2028 2029 2030 Beginning -$ -$ -$ 19,420,000$ 29,360,000$ 47,100,000$ Increase in share of appreciation [M] -$ -$ 19,420,000$ 9,940,000$ 17,740,000$ 22,820,000$ Gross hypothetical conversion value [N] -$ -$ 19,420,000$ 29,360,000$ 47,100,000$ 69,920,000$ Less: Section 4.07(g)(v) OEU Tax Distributions -$ -$ -$ 1,280,561$ 1,818,857$ 2,802,903$ Net hypothetical conversion value -$ -$ 19,420,000$ 28,079,439$ 45,281,143$ 67,117,097$ Per Unit CEV [O] 69.00$ 72.70$ 82.73$ 87.70$ 96.57$ 106.99$ Hypothetical converted Class T units [N / O = P] - - 234,740 320,176 468,895 627,321 Total grossed up Common Opco Units [Q] 160,195,444 160,195,444 160,430,184 160,515,620 160,664,339 160,822,765 Pecentage share post hypo conversion [P / Q] 0.000% 0.000% 0.146% 0.199% 0.292% 0.390% Income on an As Converted Basis 2025 2026 2027 2028 2029 2030 Total Opco taxable income 1,649,840,876$ 1,762,887,255$ 1,828,463,160$ 1,910,223,603$ 2,005,734,784$ 2,106,021,523$ OEU Income = Sections 4.07(g)(i) & (iii) (2,720,000)$ (4,120,000)$ (5,160,000)$ (10,520,000)$ (4,900,000)$ (5,340,000)$ Adjusted Opco taxable income 1,647,120,876$ 1,758,767,255$ 1,823,303,160$ 1,899,703,603$ 2,000,834,784$ 2,100,681,523$ OEU pecentage share post hypo conversion 0.000% 0.000% 0.146% 0.199% 0.292% 0.390% OEU share of taxable income on hypo converted units [R] -$ -$ 2,667,835$ 3,789,286$ 5,839,382$ 8,194,127$ OEU Income = Sections 4.07(g)(i) & (iii) 2,720,000$ 4,120,000$ 5,160,000$ 10,520,000$ 4,900,000$ 5,340,000$ OEU total share of taxable income 2,720,000$ 4,120,000$ 7,827,835$ 14,309,286$ 10,739,382$ 13,534,127$ OEU share of unrealized gain [M - R] -$ -$ 16,752,165$ 6,150,714$ 11,900,618$ 14,625,873$ Total "income" allocation 2,720,000$ 4,120,000$ 24,580,000$ 20,460,000$ 22,640,000$ 28,160,000$ Tax Distribution Summary - Section 4.07(g)(v) Excess over Operating Distributions 2025 2026 2027 2028 2029 2030 OEU share of taxable income 2,720,000 4,120,000 7,827,835 14,309,286 10,739,382 13,534,127 OEU Sections 4.07(g)(i) & (iii) distributions (2,720,000) (4,120,000) (5,160,000) (10,520,000) (4,900,000) (5,340,000) Excess taxable income - - 2,667,835 3,789,286 5,839,382 8,194,127 Tax distribution percentage 48% 48% 48% 48% 48% 48% Section 4.07(g)(v) tax distribution - - 1,280,561 1,818,857 2,802,903 3,933,181
Exhibit 31.1
CERTIFICATION
I, Nicholas Goodman, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 of Brookfield Oaktree Holdings, LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 13, 2025
| /s/ Nicholas Goodman | ||
| Nicholas Goodman | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Exhibit 31.2
CERTIFICATION
I, Daniel D. Levin, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 of Brookfield Oaktree Holdings, LLC;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: August 13, 2025
| /s/ Daniel D. Levin | ||
| Daniel D. Levin | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Brookfield Oaktree Holdings, LLC (the “Company”) for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Nicholas Goodman, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented.
Date: August 13, 2025
| /s/ Nicholas Goodman | ||
| Nicholas Goodman | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This Certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.
Exhibit 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of Brookfield Oaktree Holdings, LLC (the “Company”) for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel D. Levin, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented.
Date: August 13, 2025
| /s/ Daniel D. Levin | ||
| Daniel D. Levin | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) | ||
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
This Certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.