Business Context and Reporting Period
Company: Brookfield Oaktree Holdings, LLC (BOH)
Filing Type: Form 8-K (Current Report)
Date of Report: April 14, 2026
Event: Entry into a Material Definitive Agreement (Transaction Agreement) dated April 14, 2026.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain periodic financial statements. Consequently, the filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity for the reporting period.
Existing Capital Structure: The filing notes the existence of outstanding 6.625% Series A preferred units (OAK-PA) and 6.550% Series B preferred units (OAK-PB), both trading on the New York Stock Exchange. The terms of these securities will not be affected by the proposed transaction.
Material Changes and Transaction Details
The primary material change is the execution of a Transaction Agreement to acquire or cancel all outstanding limited partnership interests and equity awards of the following entities:
- Oaktree Capital Group Holdings, L.P. (OCGH)
- Oaktree Equity Plan, L.P. (OEP)
- Oaktree Equity Plan II, L.P. (OEP II)
Consideration: Holders may receive cash, Class A Limited Voting Shares of Brookfield Asset Management Ltd. (BAM), Class A Limited Voting Shares of Brookfield Corporation (BN), limited partnership interests of ExchangeCo, and/or BAM restricted stock units (RSUs).
Additional Asset Transfer: In connection with the closing, Brookfield US Company LLC (BUSC) will purchase from Oaktree Capital Holdings, LLC (OCH) all outstanding limited liability company interests in Oaktree Capital I GP, LLC. BOH currently holds an approximately 74% economic interest in this entity prior to the transaction.
Guidance, Outlook, Risks, and Contingencies
Closing Conditions: The transaction is subject to customary conditions, including the absence of prohibitive laws, receipt of governmental approvals, accuracy of representations and warranties, and completion of pre-closing transactions.
Termination Rights: The agreement includes a termination date of January 14, 2027. The transaction may also be terminated if a governmental authority issues an order permanently restraining or prohibiting the consummation.
Risk Disclosure: The filing explicitly states that representations and warranties are for the benefit of the contracting parties only and should not be relied upon by investors as characterizations of actual facts. Information may change after the agreement date.
Investor Verification Checklist
- Verify the specific mix of consideration (cash vs. equity) to be received by holders of OCGH, OEP, and OEP II interests.
- Confirm the status of required governmental approvals and clearances.
- Review the full text of the Transaction Agreement (Exhibit 2.1) for detailed covenants and termination provisions.
- Monitor the status of the 74% economic interest in Oaktree Capital I GP, LLC being transferred to BUSC.
- Check for any subsequent filings regarding the impact on the outstanding Series A and Series B preferred units.