INTRODUCTION
This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following parties (each, a “Filing Party,” and collectively the “Filing Parties”): (a) Oaktree Capital Group LLC, a Delaware limited liability
company (“Oaktree”) and the issuer of the Oaktree class A common units (“Oaktree class A units”) that are the subject of the Rule 13e-3 transaction; (b) Oaktree Capital Group Holdings,
L.P., a Delaware limited partnership (“OCGH”); (c) Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“Oaktree GP”); (d) Howard S. Marks and Bruce A. Karsh; (e) Brookfield Asset Management Inc., a
corporation incorporated under the laws of the Province of Ontario (“Brookfield”); (f) Atlas Holdings, LLC, a Delaware limited liability company (“Atlas”); (g) Atlas OCM Holdings, LLC, a Delaware limited liability company;
(h) Brookfield Holdings Canada Inc., a corporation incorporated under the laws of the Province of Ontario; (i) Brookfield US Holdings, Inc., a corporation incorporated under the laws of the Province of Ontario; (j) Brookfield US Inc.,
a Delaware corporation; and (k) Brookfield Residential Properties Inc., a corporation incorporated under the laws of the Province of Ontario and an indirect subsidiary of Brookfield. Prior to the effective time of the mergers, PF Fund Limited
Partnership, a limited partnership formed under the laws of the Province of Ontario, sold all of the Oaktree class A units it previously owned, and therefore is not a signatory to this Amendment No. 3. Prior to the effective time of the
mergers, Brookfield Residential Properties Inc. acquired a minority interest in the capital stock of Brookfield US Inc. pursuant to an unrelated internal restructuring, and therefore is a signatory to this Amendment No. 3.
This Amendment No. 3 to this Transaction Statement is being filed pursuant to Rule 13e-3(d)(3) to
report the results of the transaction that is the subject of this Transaction Statement
On March 13, 2019, Oaktree entered into an
Agreement and Plan of Merger (the “merger agreement”) with Brookfield, Berlin Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), Oslo Holdings LLC, a Delaware limited liability company (“SellerCo”)
and Oslo Holdings Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary of Oaktree (“Seller MergerCo”), pursuant to which, among other things, Brookfield agreed to acquire all of the issued and outstanding
Oaktree class A units.
In accordance with the terms and subject to the conditions set forth in the merger agreement, effective as of
September 30, 2019, (1) Merger Sub merged with and into Oaktree, with Oaktree continuing as the surviving entity (the “initial merger”) and each Oaktree class A unit outstanding immediately prior to such initial merger (other than Oaktree
restricted units and Oaktree class A units owned directly or indirectly by Oaktree or by Merger Sub) converted into the right to receive, without interest and subject to any applicable withholding taxes, at the election of the unitholder (subject to
the pro-ration described below), (A) $49.00 in cash (the “cash consideration”), or (B) 1.0770 fully paid and nonassessable Class A Limited Voting Shares of Brookfield (the “share
consideration”, together with the cash consideration, the “merger consideration”), and (2) SellerCo merged with and into Seller MergerCo, with Seller MergerCo continuing as the surviving entity (the “subsequent
merger”), and each unit of equity interest in SellerCo (a “SellerCo unit”), at the election of the holder, converted into the right to receive either cash consideration or share consideration (subject to the pro-ration described in the following sentence). All elections with respect to Oaktree class A units and SellerCo units were prorated to ensure that no more than fifty (50%) of the aggregate merger consideration is
paid in the form of cash consideration or share consideration. The initial merger and the subsequent merger are collectively referred to as the “mergers.” No fractional shares were issued in the mergers and Oaktree unitholders and SellerCo
unitholders will receive cash in lieu of any fractional shares. As a result of the mergers, each of Merger Sub and SellerCo ceased to exist as a limited liability company, and therefore is not a signatory to this Amendment No. 3.
Immediately prior to the effective time of the initial merger, each restricted Oaktree class A unit that was outstanding and unvested at such
time (an “Oaktree restricted unit”), including those held by Oaktree’s directors and executive officers, was automatically converted into a common unit of OCGH having the same terms and conditions (including vesting) that applied to
the applicable Oaktree restricted unit from which such common unit was converted, except as otherwise modified by the organizational documents of OCGH.
Brookfield has filed with the SEC a registration statement on Form F-4 (Registration No. 333-231335) as amended by Amendment No. 1 to the registration statement on Form F-4 and the final prospectus on Form 424(b)(3) (the “Form F-4”), which included a consent solicitation statement/prospectus (the “consent solicitation statement/prospectus”) to request that Oaktree unitholders consider and consent to the proposal to adopt
the merger agreement and approve the transactions contemplated thereby (the “merger proposal”) and the proposal to approve, on a non-binding, advisory basis, certain merger-related executive officer
compensation payments that will or may be made to Oaktree’s named executive officers in connection with the mergers (the
2