Brookfield Asset Management Inc. (TSX:BAM.A) signed an agreement to acquire 44.9% stake in Oaktree Capital Group, LLC (NYSE:OAK) and 34.9% stake in Oaktree Capital Group Holdings, L.P. (OCGH) for $4.9 billion on March 13, 2019. Under the terms of the transaction, Brookfield Asset Management Inc. will acquire all of Class A units of Oaktree Capital Group, LLC for, at the election of Class A unitholders of Oaktree Capital Group, LLC, either $49 in cash or 1.0770 Class A shares of Brookfield Asset Management Inc. per unit. Elections will be made on a per unit basis and will be subject to pro-ration such that the total consideration paid by Brookfield Asset Management Inc. consists of 50% in cash and 50% in shares. In addition, the institutional limited partners of OCGH will exchange 100% of their limited partnership units in OCGH and each other OCGH limited partner will exchange approximately 20% of such limited partner’s OCGH Units for the same consideration as the Oaktree Class A unitholders. The consideration will comprise of approximately $2.4 billion of cash and 53 million Class A Shares of Brookfield. The cash portion of the aggregate consideration will be funded by Brookfield from available liquidity. Upon consummation of the transaction, Brookfield Asset Management Inc. will own approximately 62% of Oaktree operating group, and unitholders of Oaktree Capital Group Holdings, L.P. will own the remaining approximately 38%. Commencing in 2022, former employee-unitholders, founders, senior management and current employee-unitholders will be able to sell their remaining units of Oaktree Capital Group, LLC to Brookfield Asset Management Inc. over time pursuant to an agreed upon liquidity schedule and approach to valuing such units at the time of liquidation. Both Brookfield Asset Management Inc. and Oaktree Capital Group, LLC will continue to operate their respective businesses independently, with each remaining under its current brand. The agreement includes customary provisions relating to non-solicitation, the ability of Board of Directors of Oaktree Capital Group Holdings, L.P. to respond to any unsolicited superior alternative proposals, and Brookfield Asset Management Inc.’s right to match such proposals. The agreement provides for the payment by Oaktree Capital Group, LLC of a $225 million termination fee if the agreement is terminated under certain specified circumstances. Each of Brookfield Asset Management Inc. and Oaktree Capital Group, LLC will continue to be led by its existing management and investment teams. Howard Marks will continue as Co-Chairman of Oaktree Capital Group, LLC, Bruce Karsh as Co-Chairman and Chief Investment Officer, and Jay Wintrob as Chief Executive Officer. Howard Marks and Bruce Karsh will continue to have operating control of Oaktree Capital Group, LLC as an independent entity for the foreseeable future. In addition, Howard Marks will join Board of Directors of Brookfield Asset Management Inc. The transaction is subject to the approval of unitholders of Oaktree Capital Group, LLC representing at least a majority of the voting interests of Oaktree, the expiration or termination of the applicable Hart-Scott-Rodino Antitrust Improvements Act waiting period and receipt of certain other required antitrust and other regulatory approvals, including, without limitation, from the Committee on Foreign Investment in the United States, the effectiveness of the registration statement pursuant to which the Brookfield Class A Shares to be issued as part of the Share Consideration will be registered, approval from the New York Stock Exchange for the listing of the Brookfield Class A Shares to be issued as part of the Share Consideration, the OCGH Exchange shall have been completed in accordance with the terms of the Support Agreement, the forms of the Restructuring Agreement, Exchange Agreement and TRA Amendment shall have been agreed upon and each of Brookfield, and Oaktree as applicable, shall have entered into the Transaction Agreements (other than the Support Agreement), and each of the Transaction Agreements (other than the Support Agreement) shall be valid, binding and in full force and effect and shall not have been repudiated by any party thereto and Oaktree’s Closing Revenue Run-Rate being at least 82.5% of the Base Revenue Run-Rate and other customary closing conditions. Oaktree Capital Group Holdings, L.P. has agreed to vote all of its units in favor of the transaction. The Board of Directors of Oaktree Capital Group, LLC has unanimously recommended that unitholders of Oaktree Capital Group, LLC approve the transaction. The Board of Brookfield Asset Management Inc. has also unanimously approved the transaction. Oaktree Capital Group, LLC has set up a special committee composed of non-executive, independent directors. As of July 16, 2019, The European Commission has received an application for Brookfield Asset Management to take some stake in Oaktree. The European Commission approved the deal on July 30, 2019. As of September 18, 2019, Brookfield Asset Management and Oaktree Capital Group announced that the election period will expire on September 25, 2019. As of September 27, 2019, a special meeting of shareholders of RiverNorth/Oaktree High Income Fund will be held on November 1, 2019 to approve the transaction. As of October 10, 2019, SA'S Competition Tribunal approved the transaction. The transaction is expected to close in the third quarter of 2019. As of September 18, 2019, Brookfield and Oaktree expect that the transactions will close on September 30, 2019. The transaction is expected to be accretive to Brookfield Asset Management Inc. on a per share basis before any benefits from the combination. Perella Weinberg Partners L.P. acted as financial advisor and Elizabeth A. Cooper, Benjamin P. Schaye and Thomas A. Wuchenich of Simpson Thacher & Bartlett LLP and David Lee and Jennifer Broder of Munger, Tolles & Olsen LLP acted as legal advisors to Oaktree Capital Group, LLC. Tim Hubey and Jason Greco of Sandler O’Neill & Partners, L.P. acted as financial advisor and Mayer Brown LLP acted as legal advisor to the special committee of Oaktree Capital Group, LLC’s Board of Directors. Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Perella Weinberg Partners LP. Gowling WLG acted as legal advisors for Oaktree Capital Group, LLC. David Tennant and Jeremy Pleasant of McCarthy Tétrault LLP acted as legal advisors for the special committee of Oaktree Capital Group, LLC Board. Sandler O’Neill will receive a fee of $4.5 million for the transaction, which fee is contingent upon the closing of the transaction. Torys LLP and Michael J. Aiello, Matthew J. Gilroy and Eoghan P. Keenan, Amanda Fenster, Brianna Dollinger, Shane Safer, Harvey Eisenberg, Jonathon Soler, Cassie Kimmelman, David Wohl, Douglas Urquhart, Michael Hickey, Robert Chiperfield, Shawn Kodes, Karen Ballack, Joe Pari, Chayim Neubort, Stanley Ramsay, Paul Wessel, Michael Nissan, Ted Posner, Jeff White, Holly Loiseau, Randi Singer, John O’Loughlin, Daniel Cohen, Marc Schubert, Kimberly Snyder, Jack Schinasi, Claire Logan, James Crook, Matthew Nemeth, Laura Edwards, Joel Hutman, Alexa Chu Clinton, Eric Remijan, Jake Meninga, Craig Olshan, Travis Bruno, Megan Granger and Olivia Greer of Weil, Gotshal & Manges LLP acted as legal advisors for Brookfield Asset Management. Oaktree retained Morrow & Co., LLC as proxy solicitor and paid a fee of approximately $7,500.