Brookfield Oaktree Holdings, LLC 8-K

What Happened
Brookfield Oaktree Holdings, LLC (BOH) filed an 8-K disclosing that on April 14, 2026 it entered into a Transaction Agreement to acquire or cancel all outstanding limited partnership interests and equity awards of Oaktree Capital Group Holdings, L.P. (OCGH), Oaktree Equity Plan, L.P. (OEP) and Oaktree Equity Plan II, L.P. (OEP II). The consideration may include 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), or a combination. As part of the Transactions, Brookfield US Company LLC (BUSC) will acquire Oaktree Capital I GP, LLC interests from Oaktree Capital Holdings, LLC (OCH); BOH currently holds ~74% economic interest in that entity prior to the Transactions. The Transactions do not change the terms of BOH’s outstanding 6.625% Series A and 6.550% Series B preferred units.

Key Details

• Transaction Agreement signed April 14, 2026; filed as Exhibit 2.1 to the 8-K.
• Targets: all outstanding limited partnership interests and equity awards of OCGH, OEP and OEP II to be acquired or cancelled.
• Consideration may include cash, BAM Class A shares, BN Class A shares, ExchangeCo limited partnership interests, and/or BAM RSUs (or combos).
• BUSC to buy Oaktree Capital I GP, LLC interests from OCH; BOH held ~74% economic interest in that GP prior to the deal.
• Preferred units (6.625% Series A and 6.550% Series B) remain unaffected.
• Closing subject to customary conditions and regulatory approvals; deal may be terminated if not closed by January 14, 2027.

Why It Matters
This agreement could materially change ownership and economic interests among Brookfield/Oaktree-related entities and affects holders of Oaktree partnership interests and equity awards by converting those holdings into cash, Brookfield stock, ExchangeCo interests or RSUs. For BOH investors, a key reassurance is that BOH’s stated preferred units are unchanged. The transaction is subject to regulatory approvals and customary closing conditions, and no definitive cash consideration totals were disclosed in the filing. Investors should note the filing’s representations and warranties are contractual and the schedules/exhibits were omitted (available to the SEC on request).