IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
This Current Report is being made in respect of the proposed merger transaction between Oaktree and Brookfield. In connection with the proposed
merger, Brookfield will file with the SEC a registration statement on Form
F-4
that will include the consent solicitation statement of Oaktree and a prospectus of Brookfield, as well as other relevant
documents regarding the proposed transaction. A definitive consent solicitation statement/prospectus will also be sent to Oaktrees unitholders. This Current Report 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
MERGER WHEN IT BECOMES AVAILABLE 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 enquiries@brookfield.com.
Oaktree and certain of its directors and executive officers may be
deemed to be participants in the solicitation of proxies from Oaktree unitholders in respect of the transaction 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 transaction may be obtained by reading the consent solicitation statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in
the preceding paragraph
FORWARD-LOOKING STATEMENTS AND INFORMATION
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act, which reflect the current views of Oaktree with respect to, among other things, its future results of operations and financial performance. In some cases, you can identify forward-looking statements and
information by words such as anticipate, approximately, believe, continue, could, estimate, expect, intend, may, outlook,
plan, potential, predict, seek, should, will and would or the negative version of these words or other comparable or similar words. These statements identify
prospective information. Important factors could cause actual results to differ, possibly materially, from those indicated in these statements. Forward-looking statements are based on Oaktrees beliefs, assumptions and expectations of its
future performance, taking into account all information currently available to it. Such forward-looking statements and information are subject to risks and uncertainties and assumptions relating to Oaktrees operations, financial results,
financial condition, business prospects, growth strategy and liquidity.
In addition to factors previously disclosed in Brookfields
and Oaktrees reports filed with securities regulators in Canada and the United States and those identified elsewhere in this Current Report, the following factors, among others, could cause actual results to differ materially from
forward-looking statements and information or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Brookfield and Oaktree to terminate the definitive merger agreement
between Brookfield and Oaktree; the outcome of any legal proceedings that may be instituted against Brookfield, Oaktree or their respective unitholders, shareholders or directors; the ability to obtain regulatory approvals and meet other closing
conditions to the merger, including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated or that are material and adverse to Brookfields or Oaktrees
business; a delay in closing the merger; the ability to obtain approval by Oaktrees unitholders on the expected terms and schedule; business disruptions from the proposed merger that will harm Brookfields or
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