devoted substantially all of his or her business and professional time to the activities of Oaktree Capital Group, LLC or any of its subsidiaries during the 12 month period immediately preceding
such date (each such person, an Executive), (c) Oaktree Capital Group Holdings GP, LLC, Oaktree Capital Group Holdings, L.P. or any other Person in which any one or more of such individuals directly or indirectly, singly or as a group,
holds a majority of the Voting Units, (d) any Person that is a family member of such individual or individuals, (e) any trust, foundation or other estate planning vehicle for which such individual acts as a trustee or beneficiary (any
Person referred to in clause (c), (d) or (e) is referred to as a Related Party) or (f) or any trust described in the accompanying prospectus under
Description of UnitsGrantor Trust
, or any other entity that
acquires all of our outstanding Class A units in exchange for common equity interests in such entity immediately following which acquisition the former holders of Class A units and other Continuing Oaktree Persons collectively beneficially own
directly or indirectly a majority of the controlling interests in the Company (any such trust or entity, an Eligible Holding Entity). Notwithstanding the foregoing, Oaktree Capital Group Holdings GP, LLC, Oaktree Capital Group Holdings,
L.P., any Eligible Holding Entity, each of the Senior Executives and any Related Party of such Senior Executive and each of the Executives and any Related Party of such Executive shall be deemed to be a Continuing Oaktree Person.
Fitch means Fitch Ratings Inc. or any successor thereto.
Investment Grade means a rating of
BBB-
or better by Fitch (or its equivalent under any
successor rating categories of Fitch) and
BBB-
or better by S&P (or its equivalent under any successor rating categories of S&P) (or, in each case, if such Rating Agency ceases to rate a series of the
Oaktree Senior Notes (or, if no Oaktree Senior Notes are outstanding, ceases to assign a long-term issuer rating to us) for reasons outside of our control, the equivalent investment grade credit rating from any Rating Agency selected by us as a
replacement Rating Agency).
Majority Economic Interest means any right or entitlement to receive more than 50% of the equity
distributions or partnership allocations (whether such right or entitlement results from the ownership of partner or other equity interests, securities, instruments or agreements of any kind) made to all holders of equity interests in the Oaktree
Issuer Group (other than to entities within the Oaktree Issuer Group).
Oaktree Issuer Group means Oaktree Capital Group, LLC,
the members of the Oaktree Operating Group and any other entity that, as of the relevant time, is a guarantor to any series of Oaktree Senior Notes, and their direct and indirect subsidiaries (to the extent of their economic ownership interest in
such subsidiaries), taken as a whole.
Oaktree Operating Group means, for the purpose of the Series A Preferred units,
collectively, (a) as of the date of the initial issuance of the Series A Preferred units, 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 the Company (whether now existing or hereafter formed) that is designated from time to time
as part of the Oaktree Operating Group by our board of directors and that either (i) acts as or controls the general partners and investment advisers of our funds or (ii) holds interests in other entities or investments generating income for us.
Oaktree Senior Notes means (i) the 3.91% Senior Notes, Series A, due 2024 issued by Oaktree Capital Management, L.P.,
(ii) the 4.01% Senior Notes, Series B, due 2026 issued by Oaktree Capital Management, L.P., (iii) the 4.21% Senior Notes, Series C, due 2029 issued by Oaktree Capital Management, L.P., (iv) the 3.69% Senior Notes due 2031 issued by Oaktree Capital
Management, L.P., (v) the 3.78% Senior Notes due 2032 issued by Oaktree Capital Management, L.P. and any similar series of senior unsecured debt securities, in each case, guaranteed by Oaktree Capital I, L.P., Oaktree Capital II, L.P. and Oaktree
AIF Investments, L.P., each of which is a member of the Oaktree Operating Group.
Rating Agency means:
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each of Fitch and S&P; and
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S-33