At the effective time of the initial merger, each Oaktree class A unit will be converted into the right to
receive and become exchangeable for, at the election of the holder, either: (1) 1.0770 fully paid and nonassessable Class A Limited Voting Shares of Brookfield (the
share consideration
);
or
(2) $49.00 in cash (the
cash consideration
, together with the share consideration, the
merger consideration
), in each case without interest and subject to any applicable withholding taxes. At the effective time of the subsequent merger
pursuant to the merger agreement, each limited liability company interest in SellerCo (
SellerCo unit
) will be converted into the right to receive and become exchangeable for, at the election of the holder, either: (1) the
share consideration;
or
(2) the cash consideration, on the terms and subject to the conditions set forth in the merger agreement, including the closing of the mergers. All elections with respect to Oaktree class A units and SellerCo
units are subject to proration such that no more than fifty percent (50%) of the aggregate merger consideration is paid in the form of cash consideration or share consideration.
It is a condition to completion of the mergers that the Brookfield Class A Limited Voting Shares to be issued in the mergers be approved for listing on
the NYSE, subject to official notice of issuance, under the symbol BAM. After completion of the mergers, Oaktree will no longer have any public common equity interests, and the Oaktree class A units will be delisted from the NYSE and
will cease to be publicly traded. The closing of the mergers remains subject to the satisfaction or waiver of customary closing conditions.
Important
Additional Information and Where to Find It
This communication is being made in respect of the proposed merger transactions between Oaktree and
Brookfield. In connection with the proposed mergers, Brookfield filed with the SEC a Registration Statement on Form
F-4
(No.
333-231335)
that includes a consent
solicitation statement of Oaktree and a prospectus of Brookfield, as well as other relevant documents regarding the proposed transactions. The Registration Statement, as amended, was declared effective by the SEC on June 20, 2019. Oaktree
commenced mailing the definitive consent solicitation statement/prospectus to Oaktree unitholders on June 24, 2019. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE CONSENT SOLICITATION STATEMENT/PROSPECTUS REGARDING THE MERGERS AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy
of the consent solicitation statement/prospectus, as well as other filings containing information about Oaktree and Brookfield, may be obtained at the SECs Internet site (http://www.sec.gov). You will also be able to obtain these documents,
free of charge, from Oaktree by accessing Oaktrees website at ir.oaktreecapital.com or from Brookfield by accessing Brookfields website at
bam.Brookfield.com/reports-and-filings.
Copies of the consent solicitation statement/prospectus can also be obtained, free of charge, by directing a request to Oaktree
Investor Relations at Unitholders Investor Relations, Oaktree Capital Management, L.P., 333 South Grand Ave., 28th Floor, Los Angeles, CA 90071, by calling (213)
830-6483
or by sending an
e-mail
to investorrelations@oaktreecapital.com or to Brookfield Investor Relations by calling (416)
359-8647
or by sending an
e-mail
to
linda.northwood@brookfield.com.
Oaktree and certain of its directors and executive officers may be deemed to be participants in the solicitation of
consents from Oaktree unitholders in respect of the transactions described in the consent solicitation statement/prospectus. Information regarding Oaktrees directors and executive officers is contained in Oaktrees Annual Report on Form
10-K
for the year ended December 31, 2018, which is filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transactions
may be obtained by reading the consent solicitation statement/prospectus regarding the proposed mergers when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
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