Brookfield Oaktree Holdings, LLC
For the period ended Mar 31, 2025. Filed May 14, 2025.
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Mar 31, 2025 · Filed May 14, 2025
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Notes to Condensed Consolidated Financial Statements
Notes to Condensed Consolidated Financial Statements (Unaudited)
- ORGANIZATION AND BASIS OF PRESENTATION
As used in these condensed consolidated financial statements:
“Oaktree” refers to the Oaktree Operating Group members and, where applicable, their respective subsidiaries and affiliates; and
the “Company” refers to Brookfield Oaktree Holdings, LLC and, where applicable, its subsidiaries and affiliates.
The Company holds Credit, Real Estate and Equity investments managed by leading alternative asset management firms Oaktree Capital Management, L.P. and Brookfield Asset Management Ltd. The Company both directly invests in funds and has indirect exposure through its equity method investment in Oaktree Capital I, L.P. (“Oaktree Capital I”), which as of March 31, 2025, represented an approximately 72% economic interest in Oaktree Capital I, which acts as or controls the general partner of certain Oaktree funds and which holds a majority of Oaktree’s investments in its funds.
The Company is a Delaware limited liability company that was formed on April 13, 2007 under the name Oaktree Capital Group, LLC. The Company’s issued and outstanding member interests are divided into certain classes and series of units. The Company’s outstanding units are held by (i) an affiliate of Brookfield Corporation (formerly known as Brookfield Asset Management, Inc.) (“Brookfield”) as the sole holder of the Company’s Class A common units, (ii) preferred unitholders as the holders of Series A and Series B preferred units listed on the NYSE, which represent only the right to receive certain distributions from the Company and such other rights as are specified in the relevant preferred unit designations, and (iii) Oaktree Capital Group Holdings, L.P. (“OCGH”) as the sole holder of the Company’s Class B common units, which units do not represent an economic interest in the Company. OCGH is owned by Oaktree’s senior executives, current and former Oaktree employees, and their respective transferees (collectively, the “OCGH unitholders”). Subject to the operating agreement of the Company, to the extent the approval of any matter requires the vote of the Company’s unitholders, the Class A units are entitled toone vote per unit and the Class B units are entitled toten votes per unit, voting together as a single class.
The Company’s ownership and operational structure through March 31, 2025 were the result of(i) certain mergers with affiliates of Brookfield completed on September 30, 2019 (the “Mergers”) and the subsequent restructuring completed on October 1, 2019 in connection with the Mergers (the “2019 Restructuring”), (ii) the restructuring completed on November 30, 2022 in connection with an internal Oaktree reorganization to facilitate the separation of Brookfield’s capital business and asset management business (the “2022 Restructuring”)and (iii) the restructuring completed on July 1, 2024 in connection with an internal Oaktree reorganization which resulted in the change of the general partner of Oaktree Capital I, L.P. (“Oaktree Capital I”) from Brookfield OCM Holdings II, LLC, a subsidiary of the Company, to Oaktree Capital I GP, LLC, a newly formed subsidiary of Oaktree Capital Holdings, LLC (“OCH”) (the “2024 Restructuring”). See Part I, Item I included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020 for more information regarding the Mergers and the 2019 Restructuring. See Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2022 for more information about the 2022 Restructuring. See Item 8.01 of the Company’s Current Report on Form 8-K filed with the SEC on July 1, 2024 for more information about the 2024 Restructuring.
Following the above restructurings, the Company’s holdings and operations primarily represent (i) limited partner investments in certain of Oaktree’s flagship opportunistic funds, (ii) its equity method investment in Oaktree Capital I, whichas of March 31, 2025, represented an approximately 72% economic interest in Oaktree Capital I, which holds a majority of Oaktree’s investments in its funds, and (iii) an indirect ownership in Brookfield Real Estate Income Trust Inc. (“Brookfield REIT”).
Oaktree is a leader among global investment managers specializing in alternative investments. Oaktree emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, equity, and real estate. Funds managed by Oaktree (the “Oaktree funds”) include commingled funds, separate accounts, collateralized loan obligation vehicles (“CLOs”) and business development companies (“BDCs”).
Following the 2022 Restructuring and prior to the 2024 Restructuring, the Company’s operations were conducted through an indirect economic interest in Oaktree Capital I, and the Company’s revenue included the incentive income generated by certain funds that OCM manages for which the Company, via Oaktree Capital I, acted as general partner and the investment income earned from the investments the Company makes in Oaktree funds, third-party funds and other companies. Investment income during such period generally reflected the investment return on a mark-to-market basis and the Company’s equity participation on the amounts that it invested in Oaktree and third-party funds.
As a result of the 2024 Restructuring, the Company no longer consolidates the operations of Oaktree Capital I, but rather accounts for its approximately 72% interest in Oaktree Capital I as of March 31, 2025 under the equity method of accounting. The Company’s revenue is primarily the investment income earned from (i) limited partner investments in certain of Oaktree’s flagship opportunistic funds, (ii) an equity method investment in Oaktree Capital I, and (iii) an indirect ownership in Brookfield REIT.
Payments to the preferred unitholders must be satisfied prior to declaration of any distributions to Class A or Class B unitholders, subject to the terms of the Series A and Series B preferred units and certain limitations and exceptions set forth therein.
OCM, an affiliate of the Company, has since the 2019 Restructuring provided certain administrative and other services relating to the operations of the Company’s business. These services are provided pursuant to a Services Agreement between the Company and OCM (as amended from time to time, the “Services Agreement”).
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. The condensed consolidated financial statements, including these notes, are unaudited and exclude some of the disclosures required in annual financial statements. Management believes it has made all necessary adjustments (consisting of only normal recurring items) such that the condensed consolidated financial statements are presented fairly and that estimates made in preparing its condensed consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The condensed consolidated financial statements include the accounts of the Company, its wholly-owned or majority-owned subsidiaries and entities in which the Company is deemed to have a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. Certain of the Oaktree funds consolidated by the Company are investment companies that follow a specialized basis of accounting established by GAAP. All intercompany transactions and balances have been eliminated in consolidation.
These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 20, 2025.
Use of Estimates
The preparation of the condensed consolidated financial statements in accordance with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, as well as the reported amounts of income and expenses during the period then ended. Actual results could differ from these estimates.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Policies of the Company
Consolidation
The Company consolidates entities in which it has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. A limited partnership or similar entity is a variable interest entity (“VIE”) if the unaffiliated limited partners do not have substantive kick-out or participating rights. Most of the Oaktree funds are VIEs because they have not granted unaffiliated limited partners substantive kick-out or participating rights. The Company consolidates those VIEs in which it is the primary beneficiary. An entity is deemed to be the primary beneficiary if it holds a controlling financial interest. A controlling financial interest is defined as (a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. The consolidation guidance requires an analysis to determine (a) whether an entity in which the Company holds a variable interest is a VIE and (b) whether the Company’s involvement, through holding interests directly or indirectly in the entity or contractually through other variable interests (e.g., management and performance-based fees), would give it a controlling financial interest. A decision maker’s fee arrangement is not considered a variable interest if (a) it is compensation for services provided, commensurate with the level of effort required to provide those services, and part of a compensation arrangement that includes only terms, conditions or amounts that are customarily present in arrangements for similar services negotiated at arm’s length (“at-market”), and (b) the decision maker does not hold any other variable interests that absorb more than an insignificant amount of the potential VIE’s expected residual returns.
The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and reconsiders that conclusion at each reporting date. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties. In situations where power over an entity’s most significant activities is shared among related parties, a qualitative analysis is required to determine which party within the related party group is most closely associated with the VIE. The party within the related party group that is most closely associated with the VIE is the primary beneficiary and is required to consolidate and disclose the impact of the VIE. The consolidation analysis can generally be performed qualitatively; however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. Investments and redemptions (either by the Company, affiliates of the Company or third parties) or amendments to the governing documents of the respective Oaktree funds could affect an entity’s status as a VIE or the determination of the primary beneficiary. The Company does not consolidate most of the Oaktree funds because it is not the primary beneficiary of those funds due to the fact that its fee arrangements are considered at-market and thus not deemed to be variable interests, and it does not hold any other interests in those funds that are considered to be more than insignificant. Please see note 4 for more information regarding both consolidated and unconsolidated VIEs. For entities that are not VIEs, consolidation is evaluated through a majority voting interest model.
“Consolidated funds” historically refers to Oaktree-managed funds and CLOs that the Company is required to consolidate. When funds or CLOs are consolidated, the Company reflects the assets, liabilities, revenues, expenses and cash flows of the funds or CLOs on a gross basis, and the majority of the economic interests in those funds or CLOs, which are held by third-party investors, are reflected as non-controlling interests in consolidated funds or debt obligations of CLOs in the condensed consolidated financial statements. All of the revenues earned by the Company as investment manager of the consolidated funds are eliminated in consolidation. However, because the eliminated amounts are earned from and funded by third-party investors, the consolidation of a fund does not impact net income or loss attributable to the Company.
As a result of the 2024 Restructuring, the Company no longer controls Oaktree Capital I. Therefore, Oaktree Capital I was deconsolidated as of July 1, 2024. As such, certain Oaktree funds and CLOs which were consolidated by Oaktree Capital I are no longer consolidated bythe Company. The Company continues to consolidate the respective vehicles through which interests are held in Oaktree Opportunities Fund XI, L.P. and Oaktree Opportunities Fund XII, L.P. as the Company remainsthe primary beneficiary.
Certain entities in which the Company is deemed to have significant influence, including Oaktree Capital I, are accounted for under the equity method of accounting.
Non-controlling Redeemable Interests in Consolidated Funds
The Company records non-controlling interests to reflect the economic interests of the unaffiliated limited partners in Oaktree-managed funds and the class A ordinary shareholders in Oaktree sponsored SPACs. These interests are presented as non-controlling redeemable interests in consolidated funds within the condensed consolidated statements of financial condition, outside of the permanent capital section. Limited partners in open-end and evergreen funds generally have the right to withdraw their capital, subject to the terms of the respective limited partnership agreements, over periods ranging fromone month tothree years. While limited partners in consolidated closed-end funds generally have not been granted redemption rights, these limited partners do have withdrawal or redemption rights in certain limited circumstances that are beyond the control of the Company, such as instances in which retaining the limited partnership interest could cause the limited partner to violate a law, regulation or rule. For Oaktree sponsored SPACs, the class A ordinary shareholders have redemption rights that are considered to be outside of the Company’s control. These shares are presented as non-controlling redeemable interests on the Company’s condensed consolidated statements of financial condition.
The allocation of net income or loss to non-controlling redeemable interests in consolidated funds and Oaktree sponsored SPACs is based on the relative ownership interests of the unaffiliated limited partners after the consideration of contractual arrangements that govern allocations of income or loss. At the consolidated level, potential incentives are allocated to non-controlling redeemable interests in consolidated funds until such incentives become allocable to the Company under the substantive contractual terms of the limited partnership agreements of the funds.
As a result of the 2024 Restructuring, Oaktree Capital I was deconsolidated as of July 1, 2024. As such, the funds consolidated by Oaktree Capital I are no longer consolidated by the Company.
Non-controlling Interests in Consolidated Subsidiaries
Non-controlling interests in consolidated subsidiaries reflect the portion of unitholders’ capital attributable to OCGH unitholders (“OCGH non-controlling interest”) and third parties. All non-controlling interests in consolidated subsidiaries are attributed a share of income or loss in the respective consolidated subsidiary based on the relative economic interests of the OCGH unitholders or third parties after consideration of contractual arrangements that govern allocations of income or loss.
As a result of the 2024 Restructuring, Oaktree Capital I was deconsolidated as of July 1, 2024. BOH no longer reports OCGH non-controlling interests in Oaktree Capital I.
Fair Value of Financial Instruments
GAAP establishes a hierarchical disclosure framework that prioritizes the inputs used in measuring financial instruments at fair value into three levels based on their market observability. Market price observability is affected by a number of factors, such as the type of instrument and the characteristics specific to the instrument. Financial instruments with readily available quoted prices from an active market or for which fair value can be measured based on actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment inherent in measuring fair value.
Financial assets and liabilities measured and reported at fair value are classified as follows:
Level I – Quoted unadjusted prices for identical instruments in active markets to which the Company has access at the date of measurement. The types of investments in Level I include exchange-traded equities, debt and derivatives with quoted prices.
Level II – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are directly or indirectly observable. Level II inputs include interest rates, yield curves, volatilities, prepayment risks, loss severities, credit risks and default rates. The types of investments in Level II generally include corporate bonds and loans, government and agency securities, less liquid and restricted equity investments, over-the-counter traded derivatives, and other investments where the fair value is based on observable inputs.
Level III – Valuations for which one or more significant inputs are unobservable. These inputs reflect the Company’s assessment of the assumptions that market participants use to value the investment based on the best available information. Level III inputs include prices of quoted securities in markets for which there are few transactions, less public information exists or prices vary among brokered market makers. The types of investments in Level III include non-publicly traded equity, debt, real estate and derivatives.
In some instances, the inputs used to value an instrument may fall into multiple levels of the fair-value hierarchy. In such instances, the instrument’s level within the fair-value hierarchy is based on the lowest of the three levels (with Level III being the lowest) that is significant to the fair-value measurement. The Company’s assessment of the significance of an input requires judgment and considers factors specific to the instrument. Transfers of assets into or out of each fair value hierarchy level as a result of changes in the observability of the inputs used in measuring fair value are accounted for as of the beginning of the reporting period. Transfers resulting from a specific event, such as a reorganization or restructuring, are accounted for as of the date of the event that caused the transfer.
In the absence of observable market prices, the Company values Level III investments inclusive of the Company’s investments in unconsolidated Oaktree funds using valuation methodologies applied on a consistent basis. The quarterly valuation process for Level III investments begins with each portfolio company, property or security being valued by the investment and/or valuation teams. With the exception of open-end funds, all unquoted Level III investment values are reviewed and approved by (i) the Company’s valuation officer, who is independent of the investment teams, (ii) a designated investment professional of each strategy and (iii) for a substantial majority of unquoted Level III holdings as measured by market value, a valuation committee of the respective strategy. For open-end funds, unquoted Level III investment values are reviewed and approved by the Company’s valuation officer. For certain investments, the valuation process also includes a review by independent valuation parties, at least annually, to determine whether the fair values determined by management are reasonable. Results of the valuation process are evaluated each quarter, including an assessment of whether the underlying calculations should be adjusted or recalibrated. In connection with this process, the Company periodically evaluates changes in fair-value measurements for reasonableness, considering items such as industry trends, general economic and market conditions, and factors specific to the investment.
Certain assets are valued using prices obtained from pricing vendors or brokers. The Company seeks to obtain prices from at least two pricing vendors for the subject or similar securities. In cases where vendor pricing is not reflective of fair value, a secondary vendor is unavailable, or no vendor pricing is available, a comparison value made up of quotes for the subject or similar securities received from broker dealers may be used. These investments may be classified as Level III because the quoted prices may be indicative in nature for securities that
are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions. The Company evaluates the prices obtained from brokers or pricing vendors based on available market information, including trading activity of the subject or similar securities, or by performing a comparable security analysis to ensure that fair values are reasonably estimated. The Company also performs back-testing of valuation information obtained from pricing vendors and brokers against actual prices received in transactions. In addition to ongoing monitoring and back-testing, the Company performs due diligence procedures surrounding pricing vendors to understand their methodology and controls to support their use in the valuation process.
Fair Value Option
The Company has elected the fair value option for the financial assets and financial liabilities of its consolidated CLOs. The assets and liabilities of CLOs are primarily reflected within the investments, at fair value and within the debt obligations of CLOs line items in the condensed consolidated statements of financial condition. The Company’s accounting for CLO assets is similar to its accounting for its funds with respect to both carrying investments held by CLOs at fair value and the valuation methods used to determine the fair value of those investments. The fair value of CLO liabilities are measured as the fair value of CLO assets less the sum of (a) the fair value of any beneficial interests held by the Company and (b) the carrying value of any beneficial interests that represent compensation for services. Realized gains or losses and changes in the fair value of CLO assets, respectively, are included in net realized gain on consolidated funds’ investments and net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Interest income of CLOs is included in interest and dividend income, and interest expense and other expenses, respectively, are included in interest expense and consolidated fund expenses in the condensed consolidated statements of operations. Changes in the fair value of a CLO’s financial liabilities in accordance with the CLO measurement guidance are included in net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Please see notes 6 and 8 for more information. Subsequent to the 2024 Restructuring, the Company no longer consolidates the CLOs due to the deconsolidation of Oaktree Capital I and as a result, changes in the fair value of the CLOs’ financial liabilities are not included in the condensed consolidated statements of operations for periods subsequent to July 1, 2024.
Derivatives and Hedging
A derivative is a financial instrument whose value is derived from an underlying financial instrument or index, such as interest rates, equity securities, currencies, commodities or credit spreads. Derivatives include futures, forwards, swaps or option contracts, and other financial instruments with similar characteristics. Derivative contracts often involve future commitments to exchange interest payment streams or currencies based on a notional or contractual amount (e.g., interest-rate swaps, foreign-currency forwards or cross-currency swaps).
The Company enters into derivatives as part of its overall risk management strategy or to facilitate its investment management activities. The Company manages its exposure to interest rate and foreign exchange market risks, when deemed appropriate, through the use of derivatives, including foreign currency forward and option contracts, interest-rate and cross currency swaps with financial counterparties. Risks associated with fluctuations in interest rates and foreign-currency exchange rates in the normal course of business are addressed as part of the Company’s overall risk management strategy that may result in the use of derivatives to economically hedge or reduce these exposures. From time to time, the Company may enter into (a) foreign-currency option and forward contracts to reduce earnings and cash-flow volatility associated with changes in foreign-currency exchange rates, and (b) interest-rate swaps to manage all or a portion of the interest-rate risk associated with its variable-rate borrowings. As a result of the use of these or other derivative contracts, the Company is exposed to the risk that counterparties will fail to fulfill their contractual obligations. The Company attempts to mitigate this counterparty risk by entering into derivative contracts only with major financial institutions that have investment-grade credit ratings. Counterparty credit risk is evaluated in determining the fair value of derivatives.
The Company recognizes all derivatives as assets or liabilities in its condensed consolidated statements of financial condition at fair value. In connection with its derivative activities, the Company generally enters into agreements subject to enforceable master netting arrangements that allow the Company to offset derivative assets and liabilities in the same currency by specific derivative type or, in the event of default by the counterparty, to offset derivative assets and liabilities with the same counterparty. While these derivatives are eligible to be offset in accordance with applicable accounting guidance, the Company has elected to present derivative assets and liabilities based on gross fair value in its condensed consolidated statements of financial condition.
When the Company enters into a derivative contract, it may or may not elect to designate the derivative as a hedging instrument and apply hedge accounting as part of its overall risk management strategy. In other situations, when a derivative does not qualify for hedge accounting or when the derivative and the hedged item are both recorded in current-period earnings and thus deemed to be economic hedges, hedge accounting is not applied. Freestanding derivatives are financial instruments that we enter into as part of our overall risk management strategy but do not utilize hedge accounting. These financial instruments may include foreign-currency exchange contracts, interest-rate swaps and other derivative contracts.
Subsequent to the 2024 Restructuring and deconsolidation of Oaktree Capital I, the Company no longer
records activity related to derivative and hedging activity.
Cash and Cash-equivalents
Cash and cash-equivalents include demand deposit accounts, money market funds, and other short-term investments with maturities of three months or less at the date of acquisition.
At March 31, 2025 and December 31, 2024, the Company had cash balances with financial institutions in excess of Federal Deposit Insurance Corporation insured limits. The Company monitors the credit standing of these financial institutions.
Corporate investments have historically consisted of investments in funds, companies in which the Company does not have a controlling financial interest, equities received as part of our sponsorship of SPACs, and non-investment grade debt securities. Prior to the 2024 Restructuring, these investments largely represented
investments held by Oaktree Capital I. As a result of the 2024 Restructuring, the Company no longer consolidates Oaktree Capital I and instead, it accounts for its interest in Oaktree Capital I under the equity method of accounting. The carrying value of BOH’s investment in Oaktree Capital I is reflected in Corporate investments. Additionally, Corporate investments also includes the Company’s indirect ownership in Brookfield REIT.
Investments for which the Company is deemed to have significant influence are accounted for under the equity method of accounting and have historically reflected the Company’s ownership interest in each fund or company. In the case of investments for which the Company is not deemed to have significant influence or control, the fair value option of accounting has been elected. Oaktree Capital I’s underlying general partnership interests are substantially illiquid. While Oaktree Capital I’s investments in funds reflect each respective fund’s holdings at fair value, equity-method investments in companies are not adjusted to reflect the fair value of the underlying company. The fair value of the underlying investments in Oaktree funds is based on the Company’s assessment, which takes into account expected cash flows, earnings multiples and/or comparisons to similar market transactions, among other factors. Valuation adjustments reflecting consideration of credit quality, concentration risk, sales restrictions and other liquidity factors are integral to valuing these instruments.
Non-investment grade debt securities include domestic and international corporate fixed and floating rate debt and structured credit investments. These securities are classified as trading and are recorded at fair value with changes in fair value included in investment income.
Revenue Recognition
Incentive Income
Prior to the 2024 Restructuring, the Company earned incentive income from the investment advisory services provided to its customers by Oaktree Capital I. Revenue was recognized when control of the promised services was transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. These services are generally capable of being distinct and each is accounted for as separate performance obligations comprised of distinct service periods because the services are performed over time.
Incentive income generally represents 20% of each closed-end fund’s profits, subject to the return of contributed capital and a preferred return of typically 8% per annum, and up to 20% of certain evergreen fund’s annual profits, subject to high-water marks or hurdle rates. Incentive income is recognized when it is probable that a significant reversal will not occur. Revenue recognition is typically met (a) for closed-end funds, only after all contributed capital and the preferred return on that capital have been distributed to the fund’s investors, and (b) for certain evergreen funds, at the conclusion of each annual measurement period. Potential incentive income is highly susceptible to market volatility, the judgment and actions of third parties, and other factors outside of the Company’s control. The Company’s experience has demonstrated little predictive value in the amount of potential incentive income ultimately earned due to the highly uncertain nature of returns inherent in the markets and contingencies associated with many realization events. As a result, the amount of incentive income recognized in any given period is generally determined after giving consideration to a number of factors, including whether the fund is in its investment or liquidation period, and the nature and level of risk associated with changes in fair value of the remaining assets in the fund. In general, it would be unlikely that any amount of potential incentive income would be recognized until (a) the uncertainty is resolved or (b) the fund is near final liquidation, assets are under contract for sale or are at low risk of significant fluctuation in fair value, and the assets are significantly in excess of the threshold at which incentive income would be earned.
Incentives received by Oaktree Capital I before the revenue recognition criteria have been met are deferred and recorded as a deferred incentive income liability within accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition. Oaktree Capital I may have received tax distributions related to taxable income allocated by funds, which are treated as an advance of incentive income and subject to the same recognition criteria. Tax distributions are contractually not subject to clawback.
Oaktree Capital I may have earned incentive income upon deconsolidation of a SPAC arising from the completion of a merger with an identified target. Upon deconsolidation, Oaktree Capital I derecognizes the net assets of the entity and records any gain or loss related to the remeasurement of its investments to fair value as incentive income in its condensed consolidated statements of operations. Subsequent fair value changes in Oaktree Capital I’s investments held in the entity were recorded in investment income in its condensed consolidated statements of operations.
Subsequent to the 2024 Restructuring, the Company no longer earns incentive income as a result of the deconsolidation of Oaktree Capital I. Rather the economics resulting from Oaktree Capital I’s right to earn incentive income are reflected in the Company’s results through investment income earned from its equity method investment in Oaktree Capital I.
Investment Income
The Company records investment income (loss) from its equity method investments which
represents the Company’s pro-rata share of income or loss from these investments, or the change in fair value of
the investment, as applicable, and consists of both unrealized and realized gains and losses. Investment income
(loss) is realized when the Company sells all or a portion of its investments or when the Company receives or is due
cash income. Unrealized investment income (loss) results from the proportionate share of the investments’
unrealized earnings, including changes in the fair value of the underlying investments. The cash distributions from the Company’s equity investments are classified based the nature of the underlying transaction which resulted in the distribution. Cash distributions that are determined to be realized gains (losses) are included in Cash Flows from Operating Activities and distributions that are returns of capital are included in the Cash Flows from Investing Activities section of the Consolidated Statements of Cash Flows.
Compensation and Benefits
Compensation and benefits has historically reflected incentive income compensation expense, which primarily reflected compensation directly related to incentive income, which generally consists of percentage interests (sometimes referred to as “points” or an allocation of shares received upon the completion of a successful SPAC merger) that the Company grants to its investment professionals associated with the particular fund or SPAC that generated the incentive income, and secondarily, compensation directly related to investment income. The Company has an obligation to pay a fixed percentage of the incentive income earned from a particular fund or SPAC, including income from consolidated funds that is eliminated in consolidation, to specified investment professionals responsible for the management of the fund or SPAC. Amounts payable pursuant to these arrangements are recorded as compensation expense when they have become probable and reasonably estimable. The Company’s determination of the point at which it becomes probable and reasonably estimable that incentive income compensation expense should be recorded is based on its assessment of numerous factors, particularly those related to the profitability, realizations, distribution status, investment profile and commitments or contingencies of the individual funds that may give rise to incentive income or the completion of a merger by an Oaktree sponsored SPAC. Incentive income compensation is generally expensed in the period in which the underlying income is recognized. Payment of incentive income compensation generally occurs in the same period the related income is received or in the next period. Participation in incentive income generated by the funds or SPACs is subject to forfeiture upon departure and to vesting provisions (generally over a period offive years), in each case, under certain circumstances set forth in the applicable governing documents. These provisions are generally only applicable to incentive income compensation that has not yet been recognized as an expense by the Company or paid to the participant.
Subsequent to the 2024 Restructuring, the Company no longer earns incentive income as a result of the deconsolidation of Oaktree Capital I, and therefore will no longer record incentive compensation expense. Compensation and benefits following the 2024 Restructuring primarily reflects compensation to the Company’s board of directors.
The Company is a publicly traded partnership. Because it satisfies the qualifying income test, it is not required to be treated as a corporation for U.S. federal and state income tax purposes; rather it is taxed as a partnership.
The Company analyzes its tax filing positions for all open tax years in all of the U.S. federal, state and local tax jurisdictions where it is required to file income tax returns. If the Company determines that uncertainties in tax positions exist, a reserve is established. The Company recognizes accrued interest and penalties related to uncertain tax positions within income tax expense in the condensed consolidated statements of operations.
Tax laws are complex and subject to different interpretations by the taxpayer and respective governmental taxing authorities. Significant judgment is required in determining tax expense and in evaluating tax positions, including evaluating uncertainties. The Company reviews its tax positions quarterly and adjusts its tax balances as new information becomes available.
The Oaktree funds are generally not subject to U.S. federal and state income taxes and, consequently, no income tax provision has been made in the accompanying condensed consolidated financial statements because individual partners are responsible for their proportionate share of the taxable income.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting unitholders’ capital that are excluded from net income (loss). Other gains and losses result from foreign-currency translation adjustments, net of tax.
Following the 2024 Restructuring and the deconsolidation of Oaktree Capital I, the Company is generally not subject to direct foreign-currency translation adjustments.
Accounting Policies of Consolidated Funds
Investment Transactions and Income Recognition
The consolidated funds record investment transactions at cost on trade date for publicly-traded securities or when they have an enforceable right to acquire the security, which is generally on the closing date if not publicly traded. Realized gains and losses on investments are recorded on a specific-identification basis. The consolidated funds record dividend income on the ex-dividend date and interest income on an accrual basis, unless the related investment is in default or if collection of the income is otherwise considered doubtful. The consolidated funds may hold investments that provide for interest payable in-kind rather than in cash, in which case the related income is recorded at its estimated net realizable amount.
The consolidated funds may invest in operating entities that are treated as partnerships for U.S. federal income tax purposes which may give rise to unrelated business taxable income or income effectively connected with a U.S. trade or business. In such situations, the consolidated funds permit certain investors to elect to participate in these investments through a “blocker structure” using entities that are treated as corporations for U.S. federal income tax purposes and are generally subject to U.S. federal, state and local taxes. The consolidated funds withhold blocker expenses and tax payments from electing limited partners, which are treated as deemed distributions to such limited partners pursuant to the terms of the respective limited partnership agreement.
Foreign Currency
Investments denominated in non-U.S. currencies are recorded in the condensed consolidated financial statements after translation into U.S. dollars utilizing rates of exchange on the last business day of the period. Interest and dividend income is recorded net of foreign withholding taxes and calculated using the exchange rate in effect when the income is recognized. The effect of changes in exchange rates on assets and liabilities, income, and realized gains or losses is included as part of net realized gain (loss) on consolidated funds’ investments and net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations.
Cash and Cash-equivalents
Cash and cash-equivalents held at the consolidated funds represent cash that, although not legally restricted, is not available to support the general liquidity needs of the Company as the use of such amounts is generally limited to the investment activities of the consolidated funds. Cash-equivalents, a Level I valuation, include highly liquid investments such as money market funds, whose carrying value approximates fair value due to its short-term nature.
Receivable for Investments Sold
Receivables for investments sold by the consolidated funds are recorded at net realizable value. Changes in net realizable value are reflected within net change in unrealized appreciation (depreciation) on consolidated funds’ investments and realizations are reflected within net realized gain on consolidated funds’ investments in the condensed consolidated statements of operations.
Investments, at Fair Value
The consolidated funds include investment limited partnerships and CLOs that reflect their investments, including majority-owned and controlled investments, at fair value. The Company has retained the specialized investment company accounting guidance for investment limited partnerships with respect to consolidated investments and has elected the fair value option for the financial assets of CLOs. Thus, the consolidated investments are reflected in the condensed consolidated statements of financial condition at fair value, with unrealized gains and losses resulting from changes in fair value reflected as a component of net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price).
Non-publicly traded debt and equity securities and other securities or instruments for which reliable market quotations are not available are valued by management using valuation methodologies applied on a consistent basis. These securities may initially be valued at the acquisition price as the best indicator of fair value. The Company reviews the significant unobservable inputs, valuations of comparable investments and other similar transactions for investments valued at acquisition price to determine whether another valuation methodology should be utilized. Subsequent valuations will depend on the facts and circumstances known as of the valuation date and the application of valuation methodologies as further described below under “—Non-publicly Traded Equity and Real Estate Investments.” The fair value may also be based on a pending transaction expected to close after the valuation date.
Exchange-traded Investments
Securities listed on one or more national securities exchanges are valued at their last reported sales price on the date of valuation. If no sale occurred on the valuation date, the security is valued at the mean of the last “bid” and “ask” prices on the valuation date. Securities that are not readily marketable due to legal restrictions that may limit or restrict transferability are generally valued at a discount from quoted market prices. The discount would reflect the amount market participants would require due to the risk relating to the inability to access a public market for the security for the specified period and would vary depending on the nature and duration of the restriction and the perceived risk and volatility of the underlying securities. Securities with longer duration restrictions or higher volatility are generally valued at a higher discount. Such discounts are generally estimated based on put option models or an analysis of market studies. Instances where the Company has applied discounts to quoted prices of restricted listed securities have been infrequent. The impact of such discounts is not material to the Company’s condensed consolidated statements of financial condition and results of operations for all periods presented.
Credit-oriented Investments (including Real Estate Loan Portfolios)
Investments in corporate and government debt which are not listed or admitted to trading on any securities exchange are valued at the mean of the last bid and ask prices on the valuation date based on quotations supplied by recognized quotation services or by reputable broker-dealers.
The market-yield approach is considered in the valuation of non-publicly traded debt securities, utilizing expected future cash flows and discounted using estimated current market rates. Discounted cash-flow calculations may be adjusted to reflect current market conditions and/or the perceived credit risk of the borrower. Consideration is also given to a borrower’s ability to meet principal and interest obligations; this may include an evaluation of collateral and/or the underlying value of the borrower utilizing techniques described below under “—Non-publicly Traded Equity and Real Estate Investments.”
Non-publicly Traded Equity and Real Estate Investments
The fair value of equity and real estate investments is determined using a cost, market or income approach. The cost approach is based on the current cost of reproducing a real estate investment less deterioration and functional and economic obsolescence. The market approach utilizes valuations of comparable public companies and transactions, and generally seeks to establish the enterprise value of the portfolio company or investment property using a market-multiple methodology. This approach takes into account the financial measure (such as EBITDA, adjusted EBITDA, free cash flow, net operating income, net income, book value or net asset value) believed to be most relevant for the given company or investment property. Consideration also may be given to factors such as acquisition price of the security or investment property, historical and projected operational and financial results for the portfolio company, the strengths and weaknesses of the portfolio company or investment property relative to its comparable companies or properties, industry trends, general economic and market conditions, and others deemed relevant. The income approach is typically a discounted cash-flow method that incorporates expected timing and level of cash flows. It incorporates assumptions in determining growth rates, income and expense projections, discount and capitalization rates, capital structure, terminal values, and other factors. The applicability and weight assigned to market and income approaches are determined based on the availability of reliable projections and comparable companies and transactions.
The valuation of securities may be impacted by expectations of investors’ receptiveness to a public offering of the securities, the size of the holding of the securities and any associated control, information with respect to transactions or offers for the securities (including the transaction pursuant to which the investment was made and the elapsed time from the date of the investment to the valuation date), and applicable restrictions on the transferability of the securities.
These valuation methodologies involve a significant degree of management judgment. Accordingly, valuations by the Company do not necessarily represent the amounts that eventually may be realized from sales or other dispositions of investments. Fair values may differ from the values that would have been used had a ready market for the investment existed, and the differences could be material to the condensed consolidated financial statements.
Securities Sold Short
Securities sold short represent obligations of the consolidated funds to make a future delivery of a specific security and, correspondingly, create an obligation to purchase the security at prevailing market prices (or deliver the security, if owned by the consolidated funds) as of the delivery date. As a result, these short sales create the risk that the funds’ obligations to satisfy the delivery requirement may exceed the amount recorded in the accompanying condensed consolidated statements of financial condition.
Securities sold short are recorded at fair value, with the resulting change in value reflected as a component of net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations. When the securities are delivered, any gain or loss is included in net realized gain on consolidated funds’ investments. The funds maintain cash deposits with prime brokers in order to cover their obligations on short sales. These amounts are included in due from brokers in the condensed consolidated statements of financial condition.
Options
The purchase price of a call option or a put option is recorded as an investment, which is carried at fair value. If a purchased option expires, a loss in the amount of the cost of the option is realized. When there is a closing sale transaction, a gain or loss is realized if the proceeds are greater or less than, respectively, the cost of the option. When a call option is exercised, the cost of the security purchased upon exercise is increased by the premium originally paid.
When a consolidated fund writes an option, the premium received is recorded as a liability and is subsequently adjusted to the current fair value of the option written. If a written option expires, a gain is realized in the amount of the premium received. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain or loss. The writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option. Options written are included in accounts payable, accrued expenses and other liabilities in the condensed consolidated statements of financial condition.
Total-return Swaps
A total-return swap is an agreement to exchange cash flows based on an underlying asset. Pursuant to these agreements, a fund may deposit collateral with the counterparty and may pay a swap fee equal to a fixed percentage of the value of the underlying security (notional amount). A fund earns interest on cash collateral held on account with the counterparty and may be required to deposit additional collateral equal to the unrealized appreciation or depreciation on the underlying asset. Changes in the value of the swaps, which are recorded as unrealized gains or losses, are based on changes in the underlying value of the security. All amounts exchanged with the swap counterparty representing capital appreciation or depreciation, dividend income and expense, items of interest income on short proceeds, borrowing costs on short sales, and commissions are recorded as realized gains or losses. Dividend income and expense on the underlying assets are accrued as unrealized gains or losses on the ex-date.
Due From Brokers
Due from brokers represents cash owned by the consolidated funds and cash collateral on deposit with brokers and counterparties that are used as collateral for the consolidated funds’ securities and swaps.
Risks and Uncertainties
Certain consolidated funds invest primarily in the securities of entities that are undergoing, or are considered likely to undergo, reorganization, debt restructuring, liquidation or other extraordinary transactions. Investments in such entities are considered speculative and involve substantial risk of principal loss. Certain of the consolidated funds’ investments may also consist of securities that are thinly traded, securities and other assets for which no market exists, and securities which are restricted as to their transferability. Additionally, investments are subject to concentration and industry risks, reflecting numerous factors, including political, regulatory or economic issues that could cause the investments and their markets to be relatively illiquid and their prices relatively volatile. Investments denominated in non-U.S. currencies or involving non-U.S. domiciled entities are subject to risks and special considerations not typically associated with U.S. investments. Such risks may include, but are not limited to, investment and repatriation restrictions; currency exchange-rate fluctuations; adverse political, social and economic developments; less liquidity; smaller capital markets; and certain local tax law considerations.
Credit risk is the potential loss that may be incurred from the failure of a counterparty or an issuer to make payments according to the terms of a contract. Some consolidated funds are subject to additional credit risk due to strategies of investing in debt of financially distressed issuers or derivatives, as well as involvement in privately-negotiated structured notes and structured-credit transactions. Counterparties include custodian banks, major brokerage houses and their affiliates. The Company monitors the creditworthiness of the financial institutions with which it conducts business.
Bank debt has exposure to certain types of risk, including interest rate, market, and the potential non-payment of principal and interest as a result of default or bankruptcy of the issuer. Loans are generally subject to prepayment risk, which will affect the maturity of such loans. The consolidated funds may enter into bank debt participation agreements through contractual relationships with a third-party intermediary, causing the consolidated funds to assume the credit risk of both the borrower and the intermediary.
Certain consolidated funds may invest in real property and real estate-related investments, including commercial mortgage-backed securities (“CMBS”) and real estate loans, that entail substantial inherent risks. There can be no assurance that such investments will increase in value or that significant losses will not be incurred. CMBS are subject to a number of risks, including credit, interest rate, prepayment and market. These risks can be affected by a number of factors, including general economic conditions, particularly those in the area where the related mortgaged properties are located, the level of the borrowers’ equity in the mortgaged properties, and the relative timing and rate of delinquencies and prepayments of mortgage loans bearing a higher rate of interest. Real estate loans include residential or commercial loans that are non-performing at the time of their acquisition or that become non-performing following their acquisition. Non-performing real estate loans may require a substantial amount of workout negotiations or restructuring, which may entail, among other things, a substantial reduction in the interest rate and/or write-down of the principal balance. Moreover, foreclosure on collateral securing one or more real estate loans held by the consolidated funds may be necessary, which may be lengthy and expensive. Residential loans are typically subject to risks associated with the value of the underlying properties, which may be affected by a number of factors including general economic conditions, mortgage qualification standards, local market conditions such as employment levels, the supply of homes, and the safety, convenience and attractiveness of the properties and neighborhoods. Commercial loans are typically subject to risks associated with the ability of the borrower to repay, which may be impacted by general economic conditions, as well as borrower-specific factors including the quality of management, the ability to generate sufficient income to make scheduled principal and interest payments, or the ability to obtain alternative financing to repay the loan.
Certain consolidated funds hold over-the-counter derivatives that may allow counterparties to terminate derivative contracts prior to maturity under certain circumstances, thereby resulting in an accelerated payment of any net liability owed to the counterparty.
Effects of 2024 Restructuring
As a result of the 2024 Restructuring and the deconsolidation of Oaktree Capital I, certain accounts related to Oaktree Capital I are no longer included in the Company’s consolidated financial statements. The effects of the 2024 Restructuring are summarized as follows:
The Company’s economic interest in Oaktree Capital I is accounted for as an equity method investment, and the Company records its pro-rata share of Oaktree Capital I’s net income as investment income.
The Company’s incentive income consisted primarily of fees earned from funds managed by Oaktree Capital I. Subsequent to the 2024 Restructuring, the Company no longer earns incentive income. The Company’s proportionate share of incentive income earned by Oaktree Capital I is included as a component of investment income.
Incentive compensation expense primarily reflected compensation directly related to incentive income. Subsequent to the 2024 Restructuring, the Company no longer recognizes incentive compensation expense, as it no longer earns the corresponding incentive income.
Certain funds and CLOs that were previously consolidated by Oaktree Capital I are no longer consolidated by the Company.
Reclassifications
Beginning in the third quarter of 2024, investment income (loss) and interest and dividend income have been recorded within revenues and interest expense has been recorded within expenses on the condensed consolidated statements of operations. The Company has reclassified prior period amounts to conform to the current year presentation.
Recent Accounting Developments
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances existing annual income tax disclosures, primarily disaggregation of: (i) effective tax rate reconciliation using both percentages and amounts into specific categories, with further disaggregation by nature and/or jurisdiction of certain categories that meet the threshold of 5% of expected tax; and (ii) income taxes paid (net of refunds received) between federal, state/local and foreign, with further disaggregation by jurisdiction if 5% or more of total income taxes paid (net of refunds received). The ASU also eliminates existing disclosures related to: (a) reasonably possible significant changes in total amount of unrecognized tax benefits within 12 months of reporting date; and (b) cumulative amount of each type of temporary difference for which deferred tax liability has not been recognized (due to exception to recognizing deferred taxes related to subsidiaries and corporate joint ventures). This ASU is effective January 1, 2025, with early adoption permitted in the interim or annual periods. Transition is prospective with the option to apply retrospective application. The Company will adopt the ASU on a prospective basis for its annual income tax disclosures for the year ending December 31, 2025 and does not expect this new guidance to have a material impact.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (subtopic 220-40), which requires disclosure of disaggregation of certain relevant expenses included in the statements of operations on an annual and interim basis. ASU 2024-03 will be effective for our annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028. The amendments must be applied retrospectively, and early adoption is permitted. We are currently evaluating the effects of adoption on our consolidated financial statements.
- REVENUES
Prior to the 2024 Restructuring, the Company earned incentive income generated by the funds, for which Oaktree Capital I served as general partner. These revenues were affected by economic factors related to the asset class composition of the holdings and the contractual terms such as the basis for calculating the incentive income and investors’ ability to redeem. As a result of the 2024 Restructuring, incentive income is no longer recognized by the Company due to the deconsolidation of Oaktree Capital I. The Company’s proportionate share of incentive income earned by Oaktree Capital I is included as a component of investment income. The economics resulting from Oaktree Capital I’s right to earn incentive income are reflected in the Company’s results through investment income earned from its equity method investment in Oaktree Capital I.
Incentive income revenues by fund structure are set forth below.
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Incentive Income | ||
| Closed-end | $— | $112,497 |
| Evergreen | — | 2,832 |
| Total | $— | $115,329 |
Additionally, the Company earns investment income from the investments the Company makes in its investment in Oaktree Capital I, Oaktree funds, third-party funds and other companies. Revenues by investment types are set forth below.
| Three months ended March 31, | ||
|---|---|---|
| Investment Income (Loss) | 2025 | 2024 |
| Equity-method investments: | ||
| Funds | $(7,775) | $4,612 |
| Companies | 2,857 | (377) |
| Other investments, at fair value | — | 14,005 |
| Total investment income (loss) | $(4,918) | $18,240 |
- VARIABLE INTEREST ENTITIES
The Company consolidates VIEs for which Oaktree is the primary beneficiary. VIEs include funds managed by Oaktree and CLOs for which Oaktree acts as collateral manager. The purpose of these VIEs is to provide investment opportunities for investors in exchange for management fees and, in certain cases, performance-based fees. While the investment strategies of the funds and CLOs differ by product, in general the fundamental risks of the funds and CLOs have similar characteristics, including loss of invested capital and reduction or absence of management and performance-based fees. As general partner or collateral manager, respectively, Oaktree generally considers itself the sponsor of the applicable fund or CLO. The Company does not provide performance guarantees and, other than capital commitments, has no financial obligation to provide funding to VIEs.
Consolidated VIEs
As of March 31, 2025 and December 31, 2024, the Company consolidated 2 VIEs through which interests are held in Oaktree Opportunities Fund XI, LP and Oaktree Opportunities Fund XII, L.P. as the Company was the primary beneficiary.
As of March 31, 2025, the assets and liabilities of the 2 consolidated VIEs amounted to $5.6 billion and $1.7 billion, respectively. The assets of these consolidated VIEs primarily consisted of investments in debt and equity securities. The assets of these VIEs may be used only to settle obligations of the same VIE. In addition, there is no recourse to the Company for the VIEs’ liabilities. As of March 31, 2025, the Company’s investments in consolidated VIEs had a carrying value of $0.8 billion, which represented its maximum risk of loss as of that date.
Unconsolidated VIEs
The Company held variable interests in certain VIEs in the form of direct equity interests that are not consolidated because it is not the primary beneficiary, inasmuch as its fee arrangements are considered at-market and it does not hold interests in those entities that are considered more than insignificant.
The carrying value of the Company’s investments in VIEs that were not consolidated are shown below.
| Carrying Value as of | ||
|---|---|---|
| March 31, 2025 | December 31, 2024 | |
| Corporate investments | $1,116,800 | $1,212,435 |
| Due from affiliates | 227 | 227 |
| Maximum exposure to loss | $1,117,027 | $1,212,662 |
The Company continues to consolidate the respective vehicles through which interests are held in Oaktree Opportunities Fund XI, L.P. and Oaktree Opportunities Fund XII, L.P. as the Company remains the primary beneficiary.
- INVESTMENTS
Corporate investments consisted of the following:
| As of | ||
|---|---|---|
| Corporate Investments | March 31, 2025 | December 31, 2024 |
| Equity-method investments: | ||
| Funds | $306,982 | $317,256 |
| Companies | 1,109,723 | 1,203,004 |
| Total corporate investments | $1,416,705 | $1,520,260 |
Equity-method Investments
The Company’s equity-method investments include its investments in funds and companies that are not consolidated, but for which the Company is deemed to have significant influence. The Company’s share of income or loss generated by these investments is recorded within investment income in the condensed consolidated statements of operations. The Company’s equity-method investments in Oaktree funds principally reflect the Company’s general partner interests in those funds, which typically do not exceed 2.5% in each fund. The Oaktree funds are investment companies that follow a specialized basis of accounting established by GAAP. In connection with the 2024 Restructuring, the Company determined that it is no longer the primary beneficiary of Oaktree Capital I and deconsolidated the entity, which is accounted for as an equity method investment beginning with the third quarter of 2024.
On June 27, 2023, the Company entered into a contribution agreement with Brookfield Corporate Treasury Ltd. and acquired the equity ownership in certain entities which beneficially own shares in Brookfield Real Estate Income Trust. The Company accounted for the acquired interests as equity method investments with fair value election. The fair value option has been elected to simplify the accounting for the investment in OCG NTR Holdings, LLC, a wholly owned subsidiary of the Company (“NTR”). Changes in the fair value and cash dividends received from the investment in NTR are included in investment income. During the three months ended March 31, 2025 and 2024, the Company recognized an equity investment loss of $7.9 million and $17.7 million. Please refer to note 14 for the detailed description of the transaction.
Each reporting period, the Company evaluates each of its equity-method investments to determine if any are considered significant, as defined by the SEC. As of March 31, 2025, or for the three months ended March 31, 2025, the Company determined Oaktree Capital I met the significance criteria. No other individual equity method investment met the significance criteria.
Summarized financial information of Oaktree Capital I is set forth below.
| Three months ended March 31, | |
|---|---|
| Statements of Operations | 2025 |
| Revenues / investment income | $48,907 |
| Interest expense | (9,792) |
| Other expenses | (18,087) |
| Net realized and unrealized gain on investments | (8,405) |
| Net income | $12,623 |
Summarized financial information of the Company’s remaining equity-method investments is set forth below.
| Three months ended March 31, | ||
|---|---|---|
| Statements of Operations | 2025 | 2024 |
| Revenues / investment income | $42,434 | $1,041,837 |
| Interest expense | (14,525) | (141,221) |
| Other expenses | (31,700) | (270,030) |
| Net realized and unrealized gain on investments | 10,129 | 1,146,042 |
| Net income | $6,338 | $1,776,628 |
Other Investments, at Fair Value
Other investments, at fair value has primarily consisted of (a) investments in certain Oaktree and non-Oaktree funds, (b) noninvestment grade debt securities, (c) equities received as part of our sponsorship of SPACs and (d) derivatives utilized to hedge the Company’s exposure to investment income earned from its funds.
The following table summarizes net gains (losses) attributable to the Company’s other investments at fair value:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Realized gain (loss) | $— | $7,535 |
| Net change in unrealized gain (loss) | — | 6,470 |
| Total gain (loss) | $— | $14,005 |
Subsequent to the 2024 Restructuring, with the deconsolidation of Oaktree Capital I, the Company no longer holds any other investments at fair value.
Investments of Consolidated Funds
Investments, at Fair Value
Investments held and securities sold short by the consolidated funds are summarized below:
| Fair Value as of | Fair Value as a Percentage of Investments of Consolidated Funds as of | |||
|---|---|---|---|---|
| Investments | March 31, 2025 | December 31, 2024 | March 31, 2025 | December 31, 2024 |
| United States: | ||||
| Debt securities: | ||||
| Communication services | $145,649 | $171,325 | 3.0% | 3.6% |
| Consumer discretionary | 168,804 | 134,403 | 3.4 | 2.7 |
| Consumer staples | 21,634 | 40,195 | 0.5 | 0.8 |
| Energy | 33,175 | 34,498 | 0.7 | 0.7 |
| Financials | 146,307 | 133,904 | 3.1 | 2.7 |
| Health care | 173,136 | 182,525 | 3.6 | 3.7 |
| Industrials | 131,930 | 180,469 | 2.8 | 3.6 |
| Information technology | 41,502 | 45,702 | 0.9 | 0.9 |
| Materials | 32,018 | 32,448 | 0.7 | 0.7 |
| Real estate | 41,930 | 54,475 | 0.9 | 1.1 |
| Utilities | 33,214 | 19,707 | 0.7 | 0.4 |
| Other | 590,675 | 828,223 | 12.4 | 16.7 |
| Total debt securities (cost:$1,597,324 and $1,792,830 as of March 31, 2025 and December 31, 2024, respectively) | 1,559,974 | 1,857,874 | 32.7 | 37.6 |
| Equity securities: | ||||
| Communication services | 59,608 | 59,897 | 1.1 | 1.2 |
| Consumer discretionary | 40,589 | 37,185 | 0.9 | 0.8 |
| Consumer Staples | 23,567 | — | 0.5 | 0.0 |
| Energy | 479,711 | 503,018 | 10.1 | 10.2 |
| Financials | 245,100 | 347,839 | 5.1 | 7.0 |
| Health care | 37,522 | 57,337 | 0.8 | 1.2 |
| Industrials | 461,706 | 532,096 | 9.7 | 10.8 |
| Information technology | 70,215 | 55,413 | 1.5 | 1.1 |
| Real Estate | 5,455 | 10,275 | 0.1 | 0.2 |
| Utilities | 109,230 | 7,367 | 2.3 | 0.1 |
| Total equity securities (cost: $1,338,003 and $1,362,953 as of March 31, 2025 and December 31, 2024, respectively) | 1,532,703 | 1,610,427 | 32.1 | 32.6 |
| Real estate: | ||||
| Real estate | 57,149 | 15,036 | 1.2 | 0.3 |
| Financials | 20,895 | — | 0.4 | — |
| Total real estate securities (cost: $73,907 and $26,966 as of March 31, 2025 and December 31, 2024, respectively) | 78,044 | 15,036 | 1.6 | 0.3 |
| Fair Value as of | Fair Value as a Percentage of Investments of Consolidated Funds as of | |||
|---|---|---|---|---|
| Investments | March 31, 2025 | December 31, 2024 | March 31, 2025 | December 31, 2024 |
| Europe: | ||||
| Debt securities: | ||||
| Communication services | $6,800 | $7,018 | 0.1% | 0.1% |
| Health care | 88,901 | 76,817 | 1.9 | 1.6 |
| Industrials | 4,516 | 4,316 | 0.1 | 0.1 |
| Materials | 4,524 | 4,335 | 0.1 | 0.1 |
| Real estate | 44,219 | 35,768 | 0.9 | 0.7 |
| Other | 33,498 | 32,735 | 0.7 | 0.7 |
| Total debt securities (cost: $175,959 and $161,153 as of March 31, 2025 and December 31, 2024, respectively) | 182,458 | 160,989 | 3.8 | 3.3 |
| Equity securities: | ||||
| Communication Services | 103,668 | 81,124 | 2.2 | 1.6 |
| Consumer discretionary | 45,414 | 48,995 | 1.0 | 1.0 |
| Financials | 65,060 | 58,329 | 1.4 | 1.2 |
| Industrials | 133,792 | 119,058 | 2.8 | 2.4 |
| Materials | 24,282 | 24,282 | 0.5 | 0.5 |
| Real estate | 44,992 | 43,698 | 0.9 | 0.9 |
| Total equity securities (cost: $304,688 and $295,630 as of March 31, 2025 and December 31, 2024, respectively) | 417,208 | 375,486 | 8.8 | 7.6 |
| Real estate: | ||||
| Consumer discretionary | 57,853 | 60,960 | 1.2 | 1.2 |
| Real estate | 159,080 | 130,185 | 3.4 | 2.6 |
| Total real estate securities (cost: $221,154 and $191,470 as of March 31, 2025 and December 31, 2024, respectively) | 216,933 | 191,145 | 4.6 | 3.8 |
| Asia and other: | ||||
| Debt securities: | ||||
| Consumer discretionary | 46,488 | 45,686 | 0.9 | 0.9 |
| Consumer staples | 18,980 | 18,204 | 0.4 | 0.4 |
| Industrials | 17,787 | — | 0.4 | — |
| Materials | 152,418 | 243,021 | 3.3 | 4.9 |
| Real estate | 368,995 | 357,934 | 7.6 | 7.2 |
| Other | 12,079 | — | 0.3 | — |
| Total debt securities (cost: $640,080 and $680,671 as of March 31, 2025 and December 31, 2024, respectively) | 616,747 | 664,845 | 12.9 | 13.4 |
| Fair Value as of | Fair Value as a Percentage of Investments of Consolidated Funds as of | |||
|---|---|---|---|---|
| Investments | March 31, 2025 | December 31, 2024 | March 31, 2025 | December 31, 2024 |
| Asia and other: | ||||
| Equity securities: | ||||
| Consumer discretionary | $17,319 | $— | 0.4% | 0.0% |
| Financials | 11,078 | — | 0.2 | — |
| Industrials | 94,694 | 30,827 | 2.0 | 0.6 |
| Real estate | 32,916 | 32,916 | 0.7 | 0.7 |
| Utilities | 9,010 | 7,317 | 0.2 | 0.1 |
| Total equity securities (cost: $140,426 and $55,638 as of March 31, 2025 and December 31, 2024, respectively) | 165,017 | 71,060 | 3.5 | 1.4 |
| Total debt securities | 2,359,179 | 2,683,708 | 49.4 | 54.3 |
| Total equity securities | 2,114,928 | 2,056,973 | 44.4 | 41.5 |
| Total real estate | 294,977 | 206,181 | 6.2 | 4.2 |
| Total investments, at fair value | $4,769,084 | $4,946,862 | 100.0% | 100.0% |
As of March 31, 2025 and December 31, 2024, no single issuer or investment had a fair value that exceeded 5% of the Company’s total consolidated net assets.
Net Gains (Losses) From Investment Activities of Consolidated Funds
Net gains (losses) from investment activities in the condensed consolidated statements of operations consist primarily of realized and unrealized gains and losses on the consolidated funds’ investments (including foreign exchange gains and losses attributable to foreign-denominated investments and related activities) and other financial instruments. Unrealized gains or losses result from changes in the fair value of these investments and other financial instruments. Upon disposition of an investment, unrealized gains or losses are reversed and an offsetting realized gain or loss is recognized in the current period.
The following table summarizes net gains (losses) from investment activities:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | |
| Investments and other financial instruments | $68,510 | $(101,214) | $(55,747) | $111,713 |
| CLO liabilities (1) | — | — | 35 | 1,362 |
| Foreign-currency forward contracts (2) | 5,455 | (25,471) | (351) | 5,735 |
| Total return and interest rate swaps (2) | (627) | 716 | — | 633 |
| Options and futures (2) | 1,239 | (1,880) | (206) | (388) |
| Commodity swaps (2) | — | — | 4,493 | (1,581) |
| Total | $74,577 | $(127,849) | $(51,776) | $117,474 |
(1) Represents the net change in the fair value of CLO liabilities based on the more observable fair value of CLO assets, as measured under the CLO measurement guidance. Please see note 2 for more information.
(2) Please see note 7 for additional information.
- FAIR VALUE
Fair Value of Financial Assets and Liabilities
The Company’s other financial assets by fair-value hierarchy level are set forth below. There were no other financial liabilities as of March 31, 2025 and December 31, 2024.
| As of March 31, 2025 · As of December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Level I | Level II | Level III (1) | Total | Level I | Level II | Level III | Total | |
| Assets | ||||||||
| Corporate investments | $— | $299,905 | $— | $299,905 | $— | $307,825 | $— | $307,825 |
| Total assets | $— | $299,905 | $— | $299,905 | $— | $307,825 | $— | $307,825 |
Fair Value of Financial Instruments Held By Consolidated Funds
The short-term nature of cash and cash-equivalents held at the consolidated funds causes their carrying value to approximate fair value. The fair value of cash-equivalents is a Level I valuation. Derivatives may relate to a mix of Level I, II or III investments, and therefore their fair-value hierarchy level may not correspond to the fair-value hierarchy level of the economically hedged investment. The table below summarizes the investments and other financial instruments of the consolidated funds by fair-value hierarchy level:
| As of March 31, 2025 · As of December 31, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Level I · Level II · Level III · Total · Level I · Level II · Level III · Total | ||||||||
| Assets | ||||||||
| Investments: | ||||||||
| Corporate debt – bank debt | $— | $242,768 | $1,678,670 | $1,921,438 | $— | $281,918 | $1,936,315 | $2,218,233 |
| Corporate debt – all other | — | 320,154 | 117,587 | 437,741 | — | 353,922 | 111,552 | 465,474 |
| Equities – common stock | 198,980 | 81,389 | 1,171,456 | 1,451,825 | 222,670 | 39,290 | 1,187,023 | 1,448,983 |
| Equities – preferred stock | 1,384 | — | 661,719 | 663,103 | 1,850 | — | 606,141 | 607,991 |
| Real estate | — | — | 294,977 | 294,977 | — | — | 206,181 | 206,181 |
| Total investments | 200,364 | 644,311 | 3,924,409 | 4,769,084 | 224,520 | 675,130 | 4,047,212 | 4,946,862 |
| Derivatives: | ||||||||
| Foreign-currency forward contracts | 1,111 | 2,612 | — | 3,723 | — | 17,578 | — | 17,578 |
| Swaps | 697 | — | 17,346 | 18,043 | — | — | 15,771 | 15,771 |
| Total derivatives (1) | 1,808 | 2,612 | 17,346 | 21,766 | — | 17,578 | 15,771 | 33,349 |
| Total assets | $202,172 | $646,923 | $3,941,755 | $4,790,850 | $224,520 | $692,708 | $4,062,983 | $4,980,211 |
| Liabilities | ||||||||
| Derivatives: | ||||||||
| Foreign-currency forward contracts | (19,018) | (1,111) | — | (20,129) | — | (8,513) | — | (8,513) |
| Swaps | — | — | — | — | — | (19) | — | (19) |
| Options and futures | (6,161) | — | — | (6,161) | — | (4,853) | — | (4,853) |
| Total derivatives (2) | (25,179) | (1,111) | — | (26,290) | — | (13,385) | — | (13,385) |
| Total liabilities | $(25,179) | $(1,111) | $— | $(26,290) | $— | $(13,385) | $— | $(13,385) |
(1) Amounts are included in derivative assets under “assets of consolidated funds” in the condensed consolidated statements of financial condition.
(2) Amounts are included in derivative liabilities under “liabilities of consolidated funds” in the condensed consolidated statements of financial condition.
The following tables set forth a summary of changes in the fair value of Level III investments:
| Corporate Debt – Bank Debt | Corporate Debt – All Other | Equities – Common Stock | Equities – Preferred Stock | Real Estate | Swaps | Total | |
|---|---|---|---|---|---|---|---|
| Beginning balance | $1,936,315 | $111,552 | $1,187,023 | $606,141 | $206,181 | $15,771 | $4,062,983 |
| Transfers into Level III | 136,694 | 624 | — | 37 | 6,806 | — | 144,161 |
| Transfers out of Level III | (93,836) | — | (6,806) | — | — | — | (100,642) |
| Purchases | 776,462 | 11,768 | 28,361 | 133,007 | 70,382 | 1,575 | 1,021,555 |
| Sales | (1,044,105) | (7,617) | (50,403) | (81,903) | (5,181) | — | (1,189,209) |
| Realized gain (losses), net | 10,954 | 7,585 | 19,861 | 6,344 | 592 | — | 45,336 |
| Unrealized appreciation (depreciation), net | (43,814) | (6,325) | (6,580) | (1,907) | 16,197 | — | (42,429) |
| Ending balance | $1,678,670 | $117,587 | $1,171,456 | $661,719 | $294,977 | $17,346 | $3,941,755 |
| Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period | $(43,676) | $(6,325) | $3,582 | $(1,907) | $6,035 | $— | $(42,291) |
| Beginning balance | $1,721,888 | $260,292 | $846,773 | $599,636 | $175,353 | $— | $3,603,942 |
| Initial consolidation of funds | 2,962 | — | — | — | — | — | 2,962 |
| Transfers into Level III | 190,733 | 15,359 | 54,678 | — | 6,135 | — | 266,905 |
| Transfers out of Level III | (255,229) | (65,930) | (15,660) | — | — | — | (336,819) |
| Purchases | 169,907 | 1,408 | 86,233 | 16,966 | 6,948 | — | 281,462 |
| Sales | (85,491) | (37,144) | (42,358) | (46) | — | — | (165,039) |
| Realized gains (losses), net | (328) | 915 | 11,149 | (94,657) | — | — | (82,921) |
| Unrealized appreciation (depreciation), net | 15,060 | 1,363 | 6,006 | 83,972 | (1,755) | — | 104,646 |
| Ending balance | $1,759,502 | $176,263 | $946,821 | $605,871 | $186,681 | $— | $3,675,138 |
| Net change in unrealized appreciation (depreciation) attributable to assets still held at end of period | $11,488 | $(37) | $3,784 | $83,972 | $(1,753) | $— | $97,454 |
Total realized and unrealized gains and losses recorded for Level III investments are included in net realized gain on consolidated funds’ investments or net change in unrealized appreciation (depreciation) on consolidated funds’ investments in the condensed consolidated statements of operations.
Transfers out of Level III are generally attributable to certain investments that experienced a more significant level of market trading activity or completed an initial public offering during the respective period and thus were valued using observable inputs. Transfers into Level III typically reflect either investments that experienced a less significant level of market trading activity during the period or portfolio companies that undertook restructurings or bankruptcy proceedings and thus were valued in the absence of observable inputs.
The following table sets forth a summary of the valuation techniques and quantitative information utilized in determining the fair value of the consolidated funds’ Level III investments as of March 31, 2025:
| Investment Type | Fair Value | Valuation Technique | Significant UnobservableInputs (1)(2) | Range | Weighted Average (3) |
|---|---|---|---|---|---|
| Credit-oriented investments: | |||||
| Consumer discretionary: | $97,480 | Discounted cash flow (6) | Discount rate | 16% - 20% | 17% |
| 39,496 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| 19,015 | Market approach (comparable companies) (7) | Multiple of underlying assets (9) | 1.0x – 1.0x | 1.0x | |
| 2,177 | Expected Recovery (11) | Not applicable | Not applicable | Not applicable | |
| Energy: | 32,739 | Discounted cash flow (6) | Discount rate | 16% - 16% | 16% |
| 436 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| Financials: | 17,450 | Discounted cash flow (6) | Discount rate | 5% - 14% | 5% |
| 30,155 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| 21,282 | Market approach(comparable companies) (7) | Multiple of underlying assets (9) | 0.5x - 1.0x | 0.9x | |
| 786 | Expected Recovery (11) | Not applicable | Not applicable | Not applicable | |
| Health Care | 120,357 | Discounted cash flow (6) | Discount rate | 9% - 19% | 13% |
| 110 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| 17,447 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| Industrials | 56,184 | Discounted cash flow (6) | Discount rate | 10% - 68% | 36% |
| 537 | Market approach (comparable companies) (7) | Earnings multiple (10) | 7.0x - 7.0x | 7.0x | |
| (90) | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| 71,371 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| Materials: | 134,939 | Discounted cash flow (6) | Discount rate | 7% - 14% | 13% |
| 22,145 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| Real estate: | 225,912 | Discounted cash flow (6) | Discount rate | 6% - 17% | 14% |
| 59,817 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| 145,222 | Market approach(comparable companies) (7) | Multiple of underlying assets (9) | 1.0x - 1.0x | 1.0x | |
| 4,573 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| Other: | 207,170 | Discounted cash flow (6) | Discount rate | 8% - 19% | 11% |
| 28,019 | Market approach (comparable companies) (7) | Earnings multiple (10) | 7.0x - 8.0x | 7.3x | |
| 11,822 | Market approach (comparable companies) (7) | Revenue multiple (8) | 2.1x - 2.1x | 2.1x | |
| 447,282 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| (230) | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| Equity investments: | |||||
| 238,648 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| 229,828 | Discounted cash flow (6) | Discount rate | 11% - 18% | 14% | |
| 23,830 | Discounted cash flow (6) / market approach (comparable companies) (7) | Discount rate | 12% - 12% | 12% | |
| Earnings multiple (10) · 9.0x - 11.0x · 10.0x | |||||
| 500,128 | Market approach (comparable companies) (7) | Earnings multiple (10) | 1.0x - 17.0x | 8.0x | |
| 5,526 | Market approach (comparable companies) (7) | Revenue multiple (8) | 1.0x - 2.1x | 1.9x | |
| 8,980 | Expected Recovery (11) | Not applicable | Not applicable | Not applicable | |
| 1,807 | Black Scholes (12) | Not applicable | Not applicable | Not applicable | |
| 21,985 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| 802,443 | Market approach(comparable companies) (7) | Multiple of underlying assets (9) | 0.5x - 2.0x | 1.0x | |
| Real estate-oriented investments: | |||||
|---|---|---|---|---|---|
| Consumer discretionary: | 57,854 | Discounted cash flow (6) | Discount rate | 20% - 20% | 20% |
| Financials: | 57,149 | Market approach(comparable companies) (7) | Multiple of underlying assets (9) | 1.0x - 1.0x | 1.0x |
| Real estate: | 160,901 | Discounted cash flow (6) | Discount rate | 12% - 26% | 16% |
| 14,253 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| 4,820 | Market approach(comparable companies) (7) | Multiple of underlying assets (9) | 1.0x - 1.0x | 1.0x | |
| Total Level III investments | $3,941,755 | ||||
The following table sets forth a summary of the valuation techniques and quantitative information utilized in determining the fair value of the consolidated funds’ Level III investments as of December 31, 2024:
| Investment Type | Fair Value | Valuation Technique | Significant UnobservableInputs (1)(2) | Range | Weighted Average (3) |
|---|---|---|---|---|---|
| Credit-oriented investments: | |||||
| Communication services: | 4,688 | Discounted cash flow (6) | Discount rate | 17% – 17% | 17% |
| 17,474 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| (67) | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| Energy: | 96,532 | Discounted cash flow (6) | Discount rate | 14% – 16% | 15% |
| — | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| 450 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| 1,250 | Market approach (comparable companies) (7) | Revenue multiple (8) | 2.1x – 2.1x | 2.1x | |
| Financials: | 94,375 | Discounted cash flow (6) | Discount rate | 5% – 14% | 12% |
| 16,933 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| 32,112 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| 21,620 | Market approach (comparable companies) (7) | Multiple of underlying assets (9) | 0.5x – 1.0x | 0.9x | |
| 11 | Expected Recovery (11) | Quoted prices | Not applicable | Not applicable | |
| 1,938 | Market approach (comparable companies) (7) | Earnings multiple (10) | 6.5x – 6.5x | 6.5x | |
| Industrials: | 75,017 | Discounted cash flow (6) | Discount rate | 0% – 20% | 15% |
| 532 | Market approach (comparable companies) (7) | Earnings multiple (10) | 7.0x – 7.0x | 7.0x | |
| 79,595 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| 10,771 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| Materials: | 161,879 | Discounted cash flow (6) | Discount rate | 13% – 14% | 13% |
| 22,744 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| 228,948 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| Real estate: | 39,981 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable |
| 198,904 | Discounted cash flow (6) | Discount rate | 12% – 19% | 15% | |
| 144,469 | Market approach (comparable companies) (7) | Multiple of underlying assets (9) | 1.0x – 1.0x | 1.0x | |
| 26,839 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| Other: | 62,281 | Recent market information (5) | Quoted prices | Not applicable | Not applicable |
| 19,529 | Market approach (comparable companies) (7) | Earnings multiple (10) | 6.5x – 7.0x | 7.0x | |
| 9,604 | Market approach (comparable companies) (7) | Revenue multiple (8) | 2.1x – 2.1x | 2.1x | |
| 46,921 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| 585,355 | Discounted cash flow (6) | Discount rate | 0% – 27% | 15% | |
| 62,953 | Market approach (comparable companies) (7) | Multiple of underlying assets (9) | 1.0x – 1.0x | 1.0x | |
| Equity investments: | |||||
| 202,057 | Recent transaction price (4) | Quoted prices | Not applicable | Not applicable | |
| 850,420 | Market approach (comparable companies) (7) | Multiple of underlying assets (9) | 1.0x – 1.0x | 1.0x | |
| 458,953 | Market approach (comparable companies) (7) | Earnings multiple (10) | 5.0x – 14.0x | 9.6x | |
| 213,813 | Discounted cash flow (6) | Discount rate | 4% – 18% | 14% | |
| 26,445 | Market approach (comparable companies) (7) | Revenue multiple (8) | 1.0x – 2.1x | 1.2x | |
| 25,295 | Discounted cash flow (6) / market approach (comparable companies) (7) | Discount rate | 11% – 11% | 11% | |
| Earnings multiple (10) · 10.0x – 12.0x · 11.0x | |||||
| 5,979 | Recent market information (5) | Quoted prices | Not applicable | Not applicable | |
| 8,903 | Expected Recovery (11) | Quoted prices | Not applicable | Not applicable | |
| 1,299 | Black Scholes (12) | Quoted prices | Not applicable | Not applicable | |
| Real estate-oriented: | |||||
|---|---|---|---|---|---|
| Consumer discretionary: | 60,960 | Discounted cash flow (6) | Discount rate | 20% – 20% | 20% |
| Real estate: | 145,221 | Discounted cash flow (6) | Discount rate | 4% – 26% | 15% |
| Total Level III investments | $4,062,983 | ||||
(1) The discount rate is the significant unobservable input used in the fair-value measurement of performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments and real estate loan portfolios. An increase (decrease) in the discount rate would result in a lower (higher) fair-value measurement.
(2) Multiple of either earnings or underlying assets is the significant unobservable input used in the market approach for the fair-value measurement of distressed credit-oriented investments, credit-oriented investments in which the consolidated funds have a controlling interest in the underlying issuer, equity investments and certain real estate-oriented investments. An increase (decrease) in the multiple would result in a higher (lower) fair-value measurement.
(3) The weighted average is based on the fair value of the investments included in the range.
(4) Certain investments are valued based on recent transactions, generally defined as investments purchased or sold within six months of the valuation date. The fair value may also be based on a pending transaction expected to close after the valuation date.
(5) Certain investments are valued using vendor prices or broker quotes for the subject or similar securities. Generally, investments valued in this manner are classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions.
(6) A discounted cash-flow method is generally used to value performing credit-oriented investments in which the consolidated funds do not have a controlling interest in the underlying issuer, as well as certain equity investments, real estate-oriented investments and real estate loan portfolios.
(7) A market approach is generally used to value distressed investments and investments in which the consolidated funds have a controlling interest in the underlying.
(8) Revenue multiples are based on comparable public companies and transactions with comparable companies. The Company typically applies the multiple to trailing twelve-months’ revenue. However, in certain cases other revenue measures, such as pro forma revenue, may be utilized if deemed to be more relevant.
(9) A market approach using the value of underlying assets utilizes a multiple, based on comparable companies, of underlying assets or the net book value of the portfolio company. The Company typically obtains the value of underlying assets from the underlying portfolio company’s financial statements or from pricing vendors. The Company may value the underlying assets by using prices and other relevant information from market transactions involving comparable assets.
(10) Earnings multiples are based on comparable public companies and transactions with comparable companies. The Company typically utilizes multiples of EBITDA; however, in certain cases the Company may use other earnings multiples believed to be most relevant to the investment. The Company typically applies the multiple to trailing twelve-months’ EBITDA. However, in certain cases other earnings measures, such as pro forma EBITDA, may be utilized if deemed to be more relevant.
(11) Certain investments are valued based on expected recovery, generally representing the estimated value that can be recovered in the event of liquidation or winding down.
(12) The fair value of options/warrants is estimated using the Black-Scholes-Merton valuation model. The company uses the following methods to determine the underlying assumptions: expected volatilities are based on the historical and implied volatilities of comparable companies or the subject company if the subject company is publicly traded; expected term is based on the shorter of the expected hold period for the option or the contractual term; and the risk-free rate is based on the yields on U.S. Treasury bills or bonds issued with similar terms to the expected term of the option.
A significant amount of judgment may be required when using unobservable inputs, including assessing the accuracy of source data and the results of pricing models. The Company assesses the accuracy and reliability of the sources it uses to develop unobservable inputs. These sources may include third-party vendors that the Company believes are reliable and commonly utilized by other marketplace participants. As described in note 2, other factors beyond the unobservable inputs described above may have a significant impact on investment valuations.
During the three months ended March 31, 2025, the valuation techniques for three credit-oriented investments were changed from recent market information to discounted cash flow, two equity investments were changed from market approach (comparable companies) to recent market information and one credit-oriented investment was changed from discounted cash flow to market approach (comparable companies). During the three months ended March 31, 2024, the valuation techniques for four credit-oriented investments were changed from market approach (comparable companies) to discounted cash flow, and one equity investment was changed from market approach (comparable companies) to recent market information.
- DERIVATIVES AND HEDGING
Realized and unrealized gains and losses arising from freestanding derivatives were recorded in the condensed consolidated statements of operations as follows:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Investment income (loss) | $— | $6,067 |
| General and administrative expense (1) | — | (5,757) |
| Total gain (loss) | $— | $310 |
(1) To the extent that the Company’s freestanding derivatives are utilized to hedge its foreign-currency exposure to investment income earned from consolidated funds, the related hedged items are eliminated in consolidation, with the derivative impact (a positive number reflects a reduction in expenses) reflected in consolidated general and administrative expense.
Subsequent to the 2024 Restructuring, with the deconsolidation of Oaktree Capital I, the Company no longer holds any freestanding derivatives.
Derivatives Held By Consolidated Funds
Certain consolidated funds utilize derivatives in their ongoing investment operations. These derivatives primarily consist of foreign-currency forward contracts and options utilized to manage currency risk, interest-rate swaps to hedge interest-rate risk, options and futures used to hedge certain exposures for specific securities, and total-return swaps utilized mainly to obtain exposure to leveraged loans or to participate in foreign markets not readily accessible. The primary risk exposure for options and futures is price, while the primary risk exposure for total-return swaps is credit. None of the derivative instruments are accounted for as a hedging instrument utilizing hedge accounting.
The fair value of derivatives held by the consolidated funds consisted of the following:
| Assets | Liabilities | |||
|---|---|---|---|---|
| Notional | Fair Value | Notional | Fair Value | |
| Foreign-currency forward contracts | $780,526 | $3,723 | $(161,599) | $(20,129) |
| Total-return and interest-rate and credit default swaps | 218,038 | 18,043 | — | — |
| Options and futures | — | — | (28,803) | (6,161) |
| Total | $998,564 | $21,766 | $(190,402) | $(26,290) |
| Foreign-currency forward contracts | $797,475 | $17,578 | $(81,625) | $(8,513) |
| Total-return and interest-rate and credit default swaps | 15,207 | 15,771 | (203,533) | (19) |
| Options and futures | — | — | (13,435) | (4,853) |
| Total | $812,682 | $33,349 | $(298,593) | $(13,385) |
The impact of derivatives held by the consolidated funds in the condensed consolidated statements of operations was as follows:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | Net Realized Gain (Loss) on Investments | Net Change in Unrealized Appreciation (Depreciation) on Investments | |
| Foreign-currency forward contracts | $5,455 | $(25,471) | $(351) | $5,735 |
| Total-return and interest-rate and credit default swaps | (627) | 716 | — | 633 |
| Options and futures | 1,239 | (1,880) | (206) | (388) |
| Commodity swaps | — | — | 4,493 | (1,581) |
| Total | $6,067 | $(26,635) | $3,936 | $4,399 |
Balance Sheet Offsetting
The Company recognizes all derivatives as assets or liabilities at fair value in its condensed consolidated statements of financial condition. In connection with its derivative activities, the Company generally enters into agreements subject to enforceable master netting arrangements that allow the Company to offset derivative assets and liabilities in the same currency by specific derivative type or, in the event of default by the counterparty, to offset derivative assets and liabilities with the same counterparty. While these derivatives are eligible to be offset in accordance with applicable accounting guidance, the Company has elected to present derivative assets and liabilities based on gross fair value in its condensed consolidated statements of financial condition. The table below sets forth the setoff rights and related arrangements associated with derivatives held by the Company. The “gross amounts not offset in statements of financial condition” columns represent derivatives that management has elected not to offset in the condensed consolidated statements of financial condition even though they are eligible to be offset in accordance with applicable accounting guidance.
| Gross Amounts of Assets (Liabilities) Presented · Gross Amounts Not Offset in Statements of Financial Condition · Net Amount | ||||
|---|---|---|---|---|
| As of March 31, 2025 · Derivative Assets (Liabilities) · Cash Collateral Received (Pledged) | ||||
| Derivative Assets: | ||||
| Derivative assets of consolidated funds: | ||||
| Foreign-currency forward contracts | 3,723 | — | — | 3,723 |
| Total-return and interest-rate and credit default swaps | 18,043 | — | — | 18,043 |
| Options and futures | — | — | — | — |
| Total | $21,766 | $— | $— | $21,766 |
| Derivative Liabilities: | ||||
| Derivative liabilities of consolidated funds: | ||||
| Foreign-currency forward contracts | (20,129) | — | — | (20,129) |
| Total-return and interest-rate and credit default swaps | — | — | — | — |
| Options and futures | (6,161) | — | — | (6,161) |
| Total | $(26,290) | $— | $— | $(26,290) |
| Gross Amounts of Assets (Liabilities) Presented · Gross Amounts Not Offset in Statements of Financial Condition · Net Amount | ||||
|---|---|---|---|---|
| As of December 31, 2024 · Derivative Assets (Liabilities) · Cash Collateral Received (Pledged) | ||||
| Derivative Assets: | ||||
| Derivative assets of consolidated funds: | ||||
| Foreign-currency forward contracts | $17,578 | $— | $— | $17,578 |
| Total-return and interest-rate and credit default swaps | 15,771 | — | — | 15,771 |
| Options and futures | — | — | — | — |
| Total | $33,349 | $— | $— | $33,349 |
| Derivative Liabilities: | ||||
| Derivative liabilities of consolidated funds: | ||||
| Foreign-currency forward contracts | $(8,513) | $— | $— | $(8,513) |
| Total-return and interest-rate and credit default swaps | (19) | — | — | (19) |
| Options and futures | (4,853) | — | — | (4,853) |
| Total | $(13,385) | $— | $— | $(13,385) |
- DEBT OBLIGATIONS AND CREDIT FACILITIES
Oaktree Capital I Debt Obligations and Guaranty Agreements
On March 30, 2022, Oaktree Capital I entered into a note and guaranty agreement with certain accredited investors pursuant to which Oaktree Capital I agreed to issue and sell to such investors €50 million of its 2.20% Senior Notes, Series A, due 2032, €75 million of its 2.40% Senior Notes, Series B, due 2034, and €75 million of its 2.58% Senior Notes, Series C, due 2037. These notes are senior unsecured obligations of Oaktree Capital I, a consolidated subsidiary of the Company, and jointly and severally guaranteed by OCM, Oaktree Capital II, L.P. (“Oaktree Capital II”) and Oaktree AIF Investments, L.P. (“Oaktree AIF”). The offering closed on June 8, 2022, and Oaktree Capital I received proceeds of €200 million on the closing date. Subsequent to the 2024 Restructuring, the Company’s financial statements no longer reflect debt obligations or related liabilities associated with Oaktree Capital I.
Debt Obligations of the Consolidated Funds
Certain consolidated funds may maintain revolving credit facilities that are secured by the assets of the fund or may issue senior variable rate notes to fund investments on a longer term basis, generally up toten years. The obligations of the consolidated funds are nonrecourse to the Company.
The consolidated funds had the following debt obligations outstanding:
| Outstanding Amount as of · Key terms as of March 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Credit Agreement | March 31, 2025 | December 31, 2024 | Facility Capacity | Effective Interest Rate | Weighted Average Remaining Maturity (years) | Commitment Fee Rate | L/C Fee |
| Revolving credit facilities (1) | $1,572,166 | $1,472,795 | $1,813,772 | 6.64% | 0.2 | 0.25% | 2.21% |
| Less: Debt issuance costs (2) | (1,849) | (2,685) | |||||
| Total debt obligations, net | $1,570,317 | $1,470,110 | |||||
(1) The credit facility capacity is calculated on a pro rata basis using fund commitments as of March 31, 2025.
(2) Debt issuance costs are included in other assets as of March 31, 2025 and December 31, 2024.
The carrying value of the revolving credit facilities approximated fair value due to recent issuance. Financial instruments that are valued using quoted prices for the security or similar securities are generally classified as Level III because the quoted prices may be indicative in nature for securities that are in an inactive market, may be for similar securities, or may require adjustment for investment-specific factors or restrictions.
Following the 2024 Restructuring, with the deconsolidation of Oaktree Capital I, which acts as or controls the general partner of certain Oaktree funds and which holds a majority of Oaktree’s investments in its funds, the debt obligations of the funds consolidated by Oaktree Capital I are accounted for as part of the equity investment in Oaktree Capital I.
- NON-CONTROLLING REDEEMABLE INTERESTS IN CONSOLIDATED FUNDS
The following table sets forth a summary of changes in the non-controlling redeemable interests in the consolidated funds. Dividends reinvested and in-kind contributions or distributions are non-cash in nature and have been presented on a gross basis in the table below.
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Beginning balance | $3,069,084 | $3,336,548 |
| Deconsolidation of funds | — | (165,897) |
| Contributions | 286,054 | 89,612 |
| Distributions | (463,443) | (26,149) |
| Net income | 31,535 | 111,610 |
| Change in distributions payable | 95,622 | — |
| Foreign currency translation and other, net | — | (772) |
| Ending balance | $3,018,852 | $3,344,952 |
- UNITHOLDERS’ CAPITAL
Unitholders’ capital reflects the economic interests attributable to Class A unitholders, preferred unitholders, non-controlling interests in consolidated subsidiaries and non-controlling interests in consolidated funds. Non-controlling interests in consolidated subsidiaries represent the portion of unitholders’ capital attributable to the OCGH non-controlling interest and third parties. The OCGH non-controlling interest is determined at the Oaktree Operating Group level, after giving effect to distributions, if any, attributable to the preferred unitholders, based on the proportionate share of Oaktree Operating Group units held by the OCGH unitholders. Certain expenses, such as income taxes and related administrative expenses of Brookfield Oaktree Holdings, LLC and the holding companies through which the Company holds interests in Oaktree Capital I, are solely attributable to the Class A unitholders.
As of March 31, 2025 and December 31, 2024, OCGH units represented 43,837,045 of the total 160,210,279 Oaktree Operating Group units and 43,822,210 of the total 160,195,444 Oaktree Operating Group units, respectively.
Preferred Unit Issuances
On May 17, 2018, the Company issued 7,200,000 of its 6.625% Series A preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $173.7 million in net proceeds to the Company. Distributions on the Series A preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. The first distribution was paid on September 17, 2018. Distributions on the Series A preferred units are non-cumulative.
On August 9, 2018, the Company issued 9,400,000 of its 6.550% Series B preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $226.9 million in net proceeds to the Company. Distributions on the Series B preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. The first distribution was paid on December 17, 2018. Distributions on the Series B preferred units are non-cumulative.
Unless distributions have been declared and paid or declared and set apart for payment on the preferred units for a quarterly distribution period, during the remainder of that distribution period the Company may not repurchase any common units or any other units that are junior in rank, as to the payment of distributions, to the preferred units and the Company may not declare or pay or set apart payment for distributions on any common units or junior units for the remainder of that distribution period, other than certain Permitted Distributions (as defined in the unit designation related to the applicable preferred units (each, the “Preferred Unit Designation”)).
The Company may redeem, at its option, out of funds legally available, at any time, in whole or in part, the Series A preferred units or the Series B preferred units, at a price of $25.00 per preferred unit plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the preferred units have no right to require the redemption of the preferred units.
The preferred units are not convertible into Class A units or any other class or series of the Company’s interests or any other security. Holders of the preferred units do not have any of the voting rights given to holders of our Class A units, except that holders of the preferred units are entitled to certain voting rights under certain conditions.
The following table sets forth a summary of weighted average units outstanding of the OCGH and other non-controlling interests and the Class A unitholders:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted average Oaktree Operating Group units outstanding (in thousands): | ||
| OCGH and other non-controlling interests | 47,509 | 54,706 |
| Class A unitholders | 112,694 | 105,416 |
| Total weighted average units outstanding | 160,203 | 160,122 |
Please see notes 9 and 11 for additional information regarding transactions that impacted unitholders’ capital.
- EARNINGS PER UNIT
The computation of net income per Class A unit is set forth below:
| Three months ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| (in thousands, except per unit amounts) | ||
| Net income per Class A unit (basic and diluted): | ||
| Net income attributable to BOH Class A unitholders | $(11,828) | $76,786 |
| Weighted average number of Class A units outstanding (basic and diluted) | 116,373 | 109,199 |
| Basic and diluted net income (net of tax) per Class A unit | $(0.10) | $0.70 |
OCGH units are not exchangeable into Class A units. As the restrictions set forth in the then-current exchange agreement were in place for each applicable reporting period, OCGH units were not included in the computation of diluted earnings per unit for the three months ended March 31, 2025 and 2024.
As a result of the 2024 Restructuring, earnings attributable to Oaktree Capital I are reflected in
the Company's investment income for periods beginning in the third quarter of 2024.
- INCOME TAXES AND RELATED PAYMENTS
The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the relevant tax authorities. With limited exceptions, the Company is no longer subject to income tax audits by taxing authorities for periods before 2022. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to its tax examinations and that any settlements related thereto will not have a material adverse effect on the Company’s condensed consolidated financial statements; however, there can be no assurances as to the ultimate outcomes.
- COMMITMENTS AND CONTINGENCIES
In the normal course of business, Oaktree enters into contracts that contain certain representations, warranties and indemnifications. The Company’s exposure under these arrangements would involve future claims that have not yet been asserted. Inasmuch as no such claims currently exist or are expected to arise, the Company has not accrued any liability in connection with these indemnifications.
Legal Actions
Oaktree, its affiliates, investment professionals, and portfolio companies are routinely involved in litigation and other legal actions in the ordinary course of their business and investing activities. In addition, Oaktree is subject to the authority of a number of U.S. and non-U.S. regulators, including the SEC and the Financial Industry Regulatory Authority, and those authorities periodically conduct examinations of Oaktree and make other inquiries that may result in the commencement of regulatory proceedings against Oaktree and its personnel. The Company and Oaktree are currently not subject to any pending actions or regulatory proceedings that either individually or in the aggregate are expected to have a material impact on the Company’s condensed consolidated financial statements.
Commitments to Funds
As of March 31, 2025 and December 31, 2024, the Company had undrawn capital commitments of $112.5 million in its capacity as a limited partner in Opps XI. As of March 31, 2025 and December 31, 2024, the Company had undrawn commitments of $656.9 million and $696.7 million, respectively, in its capacity as a limited partner in Opps XII (Opps XI and Opps XII as defined in note 14).
Investment Commitments of the Consolidated Funds
Certain of the consolidated funds are parties to credit arrangements that provide for the issuance of letters of credit and/or revolving loans, which may require the particular fund to extend loans to investee companies. The consolidated funds use the same investment criteria in making these commitments as they do for investments that are included in the condensed consolidated statements of financial condition. The unfunded liability associated with these credit arrangements is equal to the amount by which the contractual loan commitment exceeds the sum of funded debt and cash held in escrow, if any. As of March 31, 2025 and December 31, 2024, the consolidated funds hadno potential aggregate commitments.
A consolidated fund may agree to guarantee the repayment obligations of certain investee companies. As of March 31, 2025 and December 31, 2024, there were no guaranteed amounts under such arrangements.
Certain consolidated funds are investment companies that are required to disclose financial support provided or contractually required to be provided to any of their portfolio companies. During the three months ended March 31, 2025 and March 31, 2024, the consolidated funds did not provide any financial support to portfolio companies.
- RELATED-PARTY TRANSACTIONS
The Company considers its executive officers, employees, if any, and unconsolidated Oaktree funds to be affiliates (as defined in the FASB ASC Master Glossary). Amounts due from and to affiliates are set forth below. The fair value of amounts due from and to affiliates is a Level III valuation and was valued based on a discounted cash- flow analysis. The carrying value of amounts due from and to affiliates approximated fair value due to their short-term nature or because their weighted average interest rate approximated the Company’s cost of debt.
| As of | ||
|---|---|---|
| March 31, 2025 | December 31, 2024 | |
| Due from affiliates: | ||
| Payments made on behalf of unconsolidated entities | $801 | $227 |
| Total due from affiliates | $801 | $227 |
| Due to affiliates: | ||
| Amounts due to unconsolidated entities | — | 200 |
| Total due to affiliates | $— | $200 |
Payments made on behalf of unconsolidated entities
In the normal course of business, the Company advances certain expenses on behalf of Oaktree funds. Amounts advanced on behalf of consolidated funds are eliminated in consolidation.
Revenues Earned From Oaktree Funds
Subsequent to the 2024 Restructuring, incentive income is no longer recognized by the Company due to the deconsolidation of Oaktree Capital I. The Company’s proportionate share of incentive income earned by Oaktree Capital I is included as a component of investment income.
Incentive income earned from unconsolidated funds totaled $115.3 million for the three months ended March 31, 2024.
Special Allocations
Certain executive officers of the Company receive special allocations based on a percentage of profits of the Oaktree Operating Group. These special allocations, which are recorded as compensation expense, are made on a current basis for so long as the executive officers remain senior executives of the Company, with limited exceptions.
Administrative Services
The Company is party to the Services Agreement with OCM. Pursuant to the Services Agreement, OCM provides administrative services to the Company necessary for the operations of the Company, which include providing office facilities, equipment, clerical, bookkeeping and record keeping services at such facilities and such other services as OCM, subject to review by the Company’s board of directors, shall from time to time deem to be necessary or useful to perform its obligations under the Services Agreement. OCM may, on behalf of the Company, conduct relations and negotiate agreements with custodians, trustees, depositories, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.
OCM is responsible for the financial and other records that the Company is required to maintain and prepares, prints and disseminates reports to the Company’s unitholders and all other materials filed with the SEC. In addition, OCM assists the Company in overseeing the preparation and filing of the Company’s tax returns, and generally overseeing the payment of the Company’s expenses and the performance of administrative and professional services rendered to the Company by others.
On an annual basis the Company reimburses OCM $750,000 of the costs incurred for providing these administrative services. This reimbursement is payable quarterly, in equal installments, and relates to the Company’s allocable portion of overhead and other expenses (facilities and personnel) incurred by OCM in performing its obligations under the Services Agreement. This amount includes the Company’s allocable portion of (i) the rent of the Company’s principal executive offices (which are located in a building owned by a Brookfield affiliate) at market rates and (ii) the costs of compensation and related expenses of various personnel at Oaktree that perform duties for the Company. The Services Agreement may be terminated by either party without penalty upon 90 days’ written notice to the other.
For the three months ended March 31, 2025 and 2024, the Company incurred administrative services expense of $0.2 million.
Investment in Oaktree Opportunities Fund XI
The Company has subscribed for a limited partner interest in, and made a capital commitment of, $750.0 million to Oaktree Opportunities Fund XI, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XI Investment” and such fund entities collectively, “Opps XI”). In order to make the Opps XI Investment, the Company’s sole Class A unitholder, or one of its affiliates, will contribute cash as a capital contribution (the “Opps XI Investment Cash”) as and to the extent required to satisfy the Company’s obligations to Opps XI. The Company will use the Opps XI Investment Cash solely to fund the Opps XI Investment and satisfy its obligations in respect of Opps XI and distributions from the Opps XI Investment are intended solely for the benefit of the Class A unitholder, subject to applicable law. The Company’s preferred unitholders should not rely on distributions received by the Company in respect of the Company’s Opps XI Investment for payment of dividends or redemption of the preferred units. For the three months ended March 31, 2025, the Company didnot fund any of its capital commitment. As of March 31, 2025, the Company has funded in the aggregate $637.5 million of the $750.0 million of its capital commitment.
Investment in Oaktree Opportunities Fund XII
On May 22, 2023, the Company subscribed for a limited partner interest in, and made a capital commitment of, $750.0 million to Oaktree Opportunities Fund XII, L.P., a parallel investment vehicle thereof or a feeder fund in respect of one of the foregoing (such limited partner interest, the “Opps XII Investment” and such fund entities collectively, “Opps XII”). In order to make the Opps XII Investment, the Company’s sole Class A unitholder, or one of its affiliates, will contribute cash as a capital contribution (the “Opps XII Investment Cash”) as and to the extent required to satisfy the Company’s obligations to Opps XII. The Company will use the Opps XII Investment Cash solely to fund the Opps XII Investment and satisfy its obligations in respect of Opps XII and distributions from the Opps XII Investment are intended solely for the benefit of the Class A unitholder, subject to applicable law. The Company’s preferred unitholders should not rely on distributions received by the Company in respect of the Company’s Opps XII Investment for payment of distributions on or redemption of the preferred units. For the three months ended March 31, 2025, the Company funded $39.8 million of its capital commitment. As of March 31, 2025, the Company has funded in the aggregate $93.1 million of the $750.0 million of its capital commitment.
Non-Traded REIT
On June 27, 2023, the Company entered into a contribution agreement (the “Treasury Contribution Agreement”) with Brookfield Corporate Treasury Ltd. (“Treasury”). Treasury holds all of the outstanding Class A units of the Company. Pursuant to the Treasury Contribution Agreement, Treasury agreed to contribute to the Company an amount (the “Contributed Amount”) equal to the value of BUSI II GP-C LLC, BUSI II-C L.P., BUSI II SLP-GP LLC and Brookfield REIT OP Special Limited Partner L.P. (collectively, and together with any additional entities that may become direct or indirect subsidiaries of NTR (as defined in Note 5) and that beneficially own shares of Brookfield REIT (as defined below), the “REIT Entities”), including their indirect ownership in Brookfield Real Estate Income Trust Inc., a Maryland corporation (“Brookfield REIT”), as of June 30, 2023, and the Company agreed to contribute the Contributed Amount to NTR, in connection with the Company’s indirect acquisition (the “Acquisition”) of 100% of the interests in the REIT Entities. An amount of $307.0 million in respect of the Contributed Amount was contributed to the Company on June 27, 2023 (the “Purchase Price”) and a true-up contribution of $13.9 million was made on July 31, 2023 (the “True-Up Payment”). Also on June 27, 2023, the Company entered into a contribution agreement (the “NTR Contribution Agreement”) with NTR whereby the Company contributed the Purchase Price to NTR and agreed to make a contribution in an amount equal to the True-Up Payment to NTR, and NTR agreed to use the Contributed Amount in connection with the Acquisition. On June 29, 2023, NTR entered into an agreement of purchase and sale (the “Agreement of Purchase and Sale”) to effect the Acquisition, whereby NTR acquired 100% of the interests in the REIT Entities from BUSI II NTR Sub LLC in exchange for cash. The Acquisition was completed on June 30, 2023.
As of March 31, 2025, the carrying value of NTR included in corporate investments was $299.9 million.
In connection with the Acquisition, on June 29, 2023, the Company entered into a letter agreement (the “Restructuring Letter Agreement”) with Treasury whereby, among other things, the Company agreed that, notwithstanding any provision of the operating agreement of the Company to the contrary, Treasury will have the right, in its sole and absolute discretion, to make up to $200.0 million of additional capital contributions to the Company to be utilized in connection with the Company’s indirect ownership of Brookfield REIT or any other matters with respect to the operations of NTR and the REIT Entities, and no vote, approval or other authorization will be required in connection with such additional capital contributions. Also on June 29, 2023, the Company entered into a letter agreement (the “Indemnification Letter Agreement”) with BP US REIT LLC (“BP US”) whereby, among other things, BP US agrees to defend, indemnify and hold harmless the Company, its members and the Company’s and such members’ respective officers, directors, employees, agents, successors, and assigns from any third-party claims brought against any of them related to the ownership, management or ongoing operating of the REIT Entities, and any subsidiaries thereof.
SPV Credit Facility
In March 2024, BOH transferred a portion of its indirect interest in Opps XI to newly formed special purpose subsidiary (“SPV I”) and pledged its ownership interest in SPV I as collateral for a non-recourse credit facility of an affiliate. In June 2024, BOH transferred an additional portion of its indirect interest in Opps XI to a newly formed special purpose subsidiary (“SPV II”) and pledged its ownership interest in SPV II as collateral for a second non-recourse credit facility of the affiliate. While the outstanding borrowings on the facilities are the obligations of the affiliate, the co-borrowers, including SPV I and SPV II, have joint and several liability under the credit facilities in the event of default and are required to comply with certain covenants. As of March 31, 2025, BOH’s potential exposure under these arrangements is limited to the carrying value of its pledged interests in SPV I and SPV II of $207.5 million and $211.2 million, respectively.
- SEGMENT REPORTING
We operate as a single operating segment, which is also our sole reportable segment. The Company’s chief operating decision maker (“CODM”) is our Chief Executive Officer, who reviews financial information presented on a consolidated basis, accompanied by information about our revenue, for purposes of making operating decisions, assessing financial performance and allocating resources. Net income is our primary measure of profit, and all costs and expense categories on our consolidated statements of operations are significant, and are regularly reviewed at a consolidated level by the CODM. The assets attributable to this segment are reflected in the consolidated financial statements.
- SUBSEQUENT EVENTS
Class A Unit Distribution
A distribution of $0.83 per Class A unit was paid on May 9, 2025 to holders of record at the close of business on May 1, 2025.
Preferred Unit Distributions
A distribution of $0.414063 per Series A preferred unit will be paid on June 16, 2025 to Series A preferred unitholders of record at the close of business on June 1, 2025.
A distribution of $0.409375 per Series B preferred unit will be paid on June 16, 2025 to Series B preferred unitholders of record at the close of business on June 1, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.