Item 1A. Risk Factors
We are subject to a number of material risks inherent in our business. You should carefully consider the risks and uncertainties described below and other information included in this annual report. If any of the events described below occur, our business and financial results could be seriously harmed. The trading price of our preferred units could decline as a result of any of these risks, and you could lose all or part of your investment. References to past events are provided by way of example only and are not intended to be a complete listing or representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.
Risks Relating to Our Business
Given Oaktree’s focus on achieving superior investment performance with less-than-commensurate risk, and the priority afforded to its clients’ interests, Oaktree may reduce AUM, restrain its growth, reduce fees or otherwise alter the terms under which Oaktree or we do business when Oaktree or we deem it appropriate—even in circumstances where others might deem such actions unnecessary. This approach could adversely affect our results of operations.
One of the means by which Oaktree seeks to achieve superior investment performance is by limiting the AUM in its strategies to an amount that it believes can be invested appropriately in accordance with Oaktree’s investment philosophy and current or anticipated economic and market conditions. In the past Oaktree has taken, and may continue to take, affirmative steps to limit the growth of AUM, including the AUM of the funds that produce revenues for Oaktree. These steps include:
• from time to time, Oaktree has suspended marketing certain open-end funds, sometimes for long periods, and has declined to participate in searches aggregating billions of dollars;
• from time to time, Oaktree has returned capital from certain closed-end funds prior to the end of such funds’ respective investment periods or declined to call all of the capital committed to certain closed-end funds during those funds’ respective investment periods;
• Oaktree intentionally sized certain closed-ended funds to be smaller than their predecessors even though additional capital could have been raised; and
• since Oaktree’s founding it has turned away substantial amounts of capital offered to Oaktree for management.
From time to time, Oaktree has, and may continue to, afford certain investors in Oaktree’s funds or separate account clients more favorable economic terms than other investors in the same fund or separate account clients within the same or similar investment strategy, including with respect to management fees and performance-based
fees. The availability of such terms is generally based on the aggregate size of commitments of such investor or client to one or more funds or accounts managed by Oaktree.
Oaktree’s practice of putting clients’ interests first and forsaking short-term advantage by, for example, reducing assets under management or management fee or carried interest rates may reduce the profits Oaktree could otherwise realize in the short term and adversely affect our business and financial condition. Our unitholders should understand that in instances in which Oaktree’s clients’ interests diverge from the short-term interests of our unitholders, Oaktree intends to act in the interests of its clients. However, it is Oaktree’s fundamental belief that prioritizing its clients’ interests will maximize the long-term value of its business, which, in turn, will benefit our unitholders.
Our business is materially affected by conditions in the global financial markets and economies, and any disruption or deterioration in these conditions could materially reduce our revenues, earnings and cash flow and adversely affect our overall performance, ability to raise or deploy capital, financial prospects and condition and liquidity position.
Our business and the businesses in which Oaktree’s funds invest are materially affected by conditions in the global financial markets and economic conditions throughout the world that are outside our control, such as interest rates, the availability and cost of credit, inflation rates, general economic uncertainty, political uncertainty, changes in laws (including laws relating to taxation), trade barriers, commodity prices, currency exchange rates and controls, volatility in financial markets, the impacts of public health issues, such as pandemics and epidemics, and national and international political circumstances (including economic and political events in or affecting the world’s major economies, such as the ongoing war between Russia and Ukraine, conflicts in the Middle East and controversies regarding Greenland). These and other uncertain conditions in the global financial markets and economy have resulted in, and may continue to result in, adverse consequences for many of Oaktree’s funds, including restricting such funds’ investment activities and impeding such funds’ ability to effectively achieve their investment objectives. Sanctions imposed by the U.S. and other countries in connection with hostilities between Russia and Ukraine and the tensions between China and Taiwan have caused additional financial market and affected the global economy. In addition, over future increases in inflation, economic , as well as interest rate and fluctuations in oil and gas prices resulting from global production and demand levels, as well as geopolitical tension, have market .
Market uncertainty and volatility have also been magnified as a result of ongoing uncertainties regarding actual and potential shifts in U.S. and foreign trade, economic and other policies, including with respect to treaties and tariffs. Starting in 2025, the U.S. has enacted and proposed to enact significant new tariffs or other trade barriers. In that connection, certain countries subject to such trade barriers have imposed or expressed an intent to impose similar measures in return. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. There can be no assurance that future economic conditions in the U.S. or elsewhere around the world will be favorable to our business.
The economic environment in the past has resulted in, and may in the future result in, decreases in the market value of certain publicly-traded securities held by some of Oaktree’s funds. Illiquidity in certain portions of the financial markets could adversely affect the pace of realization of Oaktree’s funds’ investments or otherwise restrict the ability of Oaktree’s funds to realize value from their investments, thereby adversely affecting our ability to generate investment income. There can be no assurance that conditions in the global financial markets will not deteriorate and/or adversely affect our investments and overall performance. These market and economic conditions are not in our control and are often difficult, if not impossible, to predict, manage, mitigate, hedge or foresee.
Our profitability may also be adversely affected by our fixed costs, such as service fees paid to OCM under the Services Agreement, and the possibility that we or Oaktree would be unable to scale back other costs and otherwise redeploy resources within a time frame sufficient to match changes in market and economic conditions to take advantage of the opportunities that may be presented by these changes. As a result, we or Oaktree may not be able to adjust resources to take advantage of new investment opportunities that may be created as a result of specific dislocations in the market.
Inflation has adversely affected and may continue to adversely affect Oaktree’s business, results of operations and financial condition of Oaktree’s funds and their portfolio companies.
Certain of Oaktree’s funds and their portfolio companies are in industries that have been impacted by inflation. Inflationary pressures in recent years have increased the costs of labor, energy and raw materials and have adversely affected consumer spending, economic growth and Oaktree’s funds’ portfolio companies’ operations, and profit margins may be pressured if inflation re-accelerates, particularly for companies that lack pricing power. If such portfolio companies are unable to pass any increases in their costs of operations along to their customers, it could adversely affect their operating results. In addition, any projected future decreases in the operating results of Oaktree’s funds’ portfolio companies due to inflation could adversely impact the fair value of those investments. Any decreases in the fair value of Oaktree’s fund investments could result in future realized or unrealized losses.
Our business depends in large part on Oaktree’s ability to raise capital from investors. If Oaktree were unable to raise such capital, Oaktree would be unable to collect incentive fees or deploy such capital into investments, which would materially reduce our revenues and cash flow and adversely affect our financial condition.
Oaktree’s ability to raise capital from investors depends on a number of factors, including many that are outside its control. These include the general economic environment and the number of other investment funds being raised at the same time by Oaktree’s competitors that are focused on the same or similar investment strategies as Oaktree’s funds. Additionally, investors may reduce (or even eliminate) their investment allocations to alternative investments, including closed-ended private funds and hedge funds. During periods of high interest rates, investors may favor investments that are generally viewed as producing a risk-free return, such as treasury bonds, over investments in Oaktree’s funds. Poor performance of Oaktree’s funds could also make it more difficult for Oaktree to raise new capital. Investors in Oaktree’s funds may decline to invest in future funds Oaktree raises, and investors in open-end and evergreen funds may withdraw their investments in the funds (on specified withdrawal dates) as a result of poor performance. Oaktree’s investors and potential investors continually assess Oaktree’s funds’ performance, both on a standalone basis and relative to market benchmarks and Oaktree’s competitors, and Oaktree’s ability to raise capital for existing and future funds and avoid excessive redemptions depends on Oaktree’s funds’ relative and absolute performance. To the extent economic and market conditions , Oaktree may be to raise sufficient amounts of capital to support the investment activities of future funds.
In addition, certain institutional investors, including sovereign wealth funds and public pension funds, have demonstrated an increased preference for alternatives to the traditional investment fund structure, such as managed accounts, funds-of-one and co-investment vehicles. There can be no assurance that such alternatives will be as profitable for Oaktree as the traditional investment fund structure, or as to the impact such a trend could have on the cost of our operations or profitability. Moreover, certain institutional investors are demonstrating a preference to make direct investments in alternative assets without the assistance of private asset managers like Oaktree. Such institutional investors may become Oaktree’s competitors and could cease to be Oaktree clients. As some existing investors cease or significantly curtail making commitments to alternative investment funds, Oaktree may need to identify and attract new investors in order to maintain or increase the size of Oaktree’s investment funds. There are no assurances that Oaktree can find or secure capital commitments from new investors. If economic conditions were to deteriorate or if Oaktree is unable to find new investors, Oaktree might raise less than its amount for a given fund.
If Oaktree were unable to successfully raise capital, it could materially reduce our revenue, earnings and cash flow and adversely affect our financial prospects and condition.
We depend on OCM as the primary investment adviser to Oaktree’s funds to support Oaktree’s funds’ investment activities and a Services Agreement with OCM to support Oaktree’s operations; if the terms of the services provided by OCM were significantly altered or if the arrangements to provide such services were terminated, our ability to achieve our investment objective or operate as a public reporting company could be significantly harmed.
Oaktree’s funds depend on the diligence, skill, judgment, reputation and business contacts of key personnel of OCM provided to them through investment management agreements with OCM and we depend on key personnel of OCM under the Services Agreement between OCM and us. Our future success will depend upon OCM’s ability to retain these key personnel and to recruit additional qualified personnel. These key personnel possess substantial experience and expertise in investing, are responsible for locating and executing Oaktree’s funds’ investments, have significant relationships with the institutions that are the source of many of Oaktree’s funds’ investment opportunities and in certain cases have strong relationships with Oaktree’s investors. Therefore, if these key personnel join competitors or form competing companies, it could result in the loss of significant investment opportunities and certain existing investors. OCM is not obligated to dedicate any specific personnel exclusively to its funds or to us, nor is OCM or its personnel obligated to dedicate any specific portion of their time to the management of our business. Consequently, we may not receive the level of support and assistance that we otherwise might receive if
OCM personnel were employed directly by us and we have no ability to determine the level of support that OCM provides to the Oaktree funds in which we directly and indirectly invest. We are also subject to conflicts of interest arising out of our relationship with OCM, Brookfield and their respective affiliates. For example, Mr. Howard Marks, our Co-Chairman and one of our board members, is also the Co-Chairman of OCM and a board member of Brookfield. As mentioned above (under “Business—Overview”), Brookfield and its affiliates acquired a majority interest in Oaktree upon the completion of the Mergers. Accordingly, Mr. Marks owes duties to OCM and Brookfield, which duties may from time-to-time conflict with the interests of us and our preferred unitholders. Additionally, if our Services Agreement with OCM was significantly altered or terminated, it could result in the loss of significant key personnel of OCM that we depend on to operate as a public reporting company and could have a material adverse effect on our financial condition and results of operation. Also, the services of our Chief Executive Officer, Mr. Nicholas H. Goodman, are made available by Brookfield. If Brookfield ceased to do so, we would have to identify another person to serve as our chief executive officer, which could be and/or have a material effect on our financial condition and results of operation.
As the appointed investment adviser to Oaktree’s funds, OCM provides Oaktree’s funds services to evaluate, negotiate, structure, execute, monitor and service the funds’ investments. Key personnel of OCM have departed in the past and current key personnel could depart at any time. The termination of the Services Agreement or the departure of key personnel or of a significant number of the investment professionals or partners of OCM could have a material adverse effect on our ability to maintain our operations or Oaktree’s ability to achieve its funds’ investment objectives. OCM may need to hire, train, supervise and manage new professionals to service our business and may not be able to find qualified professionals in a timely manner or at all.
Our revenues are volatile due to the nature and structure of our business, and if we experience a substantial decline in our investment income, we may not be able to pay distributions on our preferred units.
Our revenues and cash flow are more volatile and limited following the 2019 Restructuring, the 2022 Restructuring and the 2024 Restructuring. As a result of the 2024 Restructuring, the Company no longer consolidates the operations of Oaktree Capital I, but rather accounts for the Company’s approximately 74% interest in Oaktree Capital I under the equity method of accounting. As such, subsequent to the 2024 Restructuring, 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. If we were to experience a significant reduction in investment income, we may not be able to pay future distributions on our preferred units.
Oaktree’s failure to deal appropriately with conflicts of interest or inter-fund governance matters could damage our reputation and adversely affect our business.
As Oaktree has expanded the number and scope of its strategies and distribution channels, including Oaktree’s advising registered mutual funds and business development companies, Oaktree increasingly confronts potential conflicts of interest that it needs to manage and resolve. In our view, conflicts of interest may describe two types of potential situations: (i) where the interests of the funds Oaktree manages (or the investors in such funds) may conflict with one another; and (ii) where Oaktree’s interests, as manager or adviser, may conflict with the interests of Oaktree’s funds or clients.
Examples of potential inter-fund conflicts include: (i) the allocation of investment opportunities in situations where the investment focus of one or more of Oaktree’s funds overlaps (including certain instances in which funds registered under the Investment Company Act may be precluded from participating in certain opportunities as a result of regulatory restrictions applicable to companies with multiple types of funds with overlapping investment focuses); (ii) opportunities to co-invest directly alongside a fund that are offered to certain fund investors rather than to other Oaktree funds or other fund investors; (iii) investments by different funds at different levels of the capital structure of the same issuer; (iv) receipt of material, non-public information regarding an issuer by one strategy where another strategy does not wish to be restricted in trading the securities of that issuer; and (v) investments by a fund into a portfolio company held or controlled by another fund. Over time Oaktree has developed general guidelines or a course of conduct to manage these potential inter-fund governance matters, including establishing an inter-fund governance work group and standing committee composed of senior officers from Oaktree’s non-investment groups, including Oaktree’s legal and compliance departments. Oaktree seeks to such governance issues in faith and with a view to the interests of all of its clients, but there can be no assurance that Oaktree will make the correct judgment or that its judgment will not be or .
In addition to the potential for conflict among Oaktree’s funds, we and Oaktree face the potential for conflict between us and Oaktree, on the one hand, and Oaktree’s funds or Oaktree’s clients, on the other hand. These conflicts may include: (i) personal trading by Oaktree personnel in the securities of issuers held by one or more of Oaktree’s funds; (ii) the allocation of investment opportunities among funds with different incentive fee structures, or
where Oaktree personnel have invested more heavily in one fund than another; (iii) the use of subscription lines by Oaktree’s funds, which, among other things, may cause fund investors to indirectly bear interest expense when such investors would prefer to contribute capital and avoid the interest expense; and (iv) the determination of what constitutes fund-related expenses and the allocation of such expenses between Oaktree’s funds and us or Oaktree. Through Oaktree, we maintain internal controls and various policies and procedures, including oversight, codes of ethics and conduct, compliance systems and communication tools, to identify, prevent, mitigate or resolve conflicts of interest that may arise. Notwithstanding these efforts, it is possible that perceived or actual conflicts could give rise to investor dissatisfaction or litigation or regulatory enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult, and any mistake could potentially create liability or damage our reputation. Regulatory scrutiny of, or in connection with, of interest could have a material effect on our reputation, which in turn could materially affect our business in a number of ways, such as causing investors to redeem their capital (to the degree they have that right), making it harder for Oaktree to raise new funds and others from doing business with Oaktree.
The investment management business is intensely competitive.
The investment management business is intensely competitive, with competition based on a variety of factors, including investment performance, the quality of client service, brand recognition and business reputation. Oaktree’s investment management business competes for clients, personnel and investment opportunities with a large number of private equity funds, specialized investment funds, hedge funds, corporate buyers, traditional investment managers, commercial banks, investment banks, other investment managers and other financial institutions, and we expect that competition will increase. Numerous factors serve to increase Oaktree’s competitive risks, some of which are outside of our control:
• a number of Oaktree’s competitors have more personnel and greater financial, technical, marketing and other resources than Oaktree does, and, in the case of some competitors, longer operating histories, more established relationships and/or greater experience;
• some of Oaktree’s funds may not perform as well as competitors’ funds or other available investment products;
• many of Oaktree’s competitors have raised, or are expected to raise, significant amounts of capital, and many of them have investment objectives similar to Oaktree’s, which may create additional competition for investment opportunities and reduce the size and duration of pricing inefficiencies that Oaktree seeks to exploit;
• some of Oaktree’s competitors (including strategic competitors) may have a lower cost of capital and access to funding sources that are not available to us, which may create competitive disadvantages for Oaktree with respect to Oaktree’s funds, particularly Oaktree’s funds that directly use leverage or rely on debt financing of their portfolio companies to generate superior investment returns;
• some of Oaktree’s competitors have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively than Oaktree for investments;
• Oaktree’s competitors may be able to achieve synergistic cost savings in respect of an investment that Oaktree cannot, which may provide them with a competitive advantage in bidding for an investment;
• there are relatively few barriers to entry impeding new investment funds, and the successful efforts of new entrants into Oaktree’s various lines of business, including major commercial and investment banks and other financial institutions, have resulted in increased competition;
• some of Oaktree’s competitors may have better expertise or be regarded by investors as having better expertise in a specific asset class or geographic region than Oaktree does;
• some investors may prefer to pursue investments directly instead of investing through one of Oaktree’s funds; and
• other industry participants will from time to time seek to recruit Oaktree’s investment professionals and other employees away from Oaktree.
Oaktree may find it harder to raise funds, and may lose investment opportunities in the future, if Oaktree does not match or improve on the fees, structures, products and terms offered by competitors to their fund clients. Alternatively, Oaktree may experience decreased profitability, rates of return and increased risk of loss if Oaktree matches or improves on the prices, structures, products and terms offered by competitors. This competitive
pressure could adversely affect Oaktree’s ability to make successful investments and limit Oaktree’s ability to raise future funds, either of which would adversely impact our business, revenues, results of operations and cash flow.
Additionally, technological innovation, including the use of artificial intelligence and data science, has the potential to disrupt the financial industry and change the way financial institutions, including asset managers, do business. Some of Oaktree’s competitors may be more successful than Oaktree in the development and implementation of new technologies, including services and platforms based on artificial intelligence, to address investor demand or improve operations. If Oaktree is unable to adequately advance Oaktree’s capabilities in these areas, or does so at a slower pace than others in Oaktree’s industry, Oaktree may be at a competitive disadvantage.
Poor performance of Oaktree funds could adversely affect Oaktree’s assets under management and ability to raise capital for future funds and poor performance of funds in which we are directly or indirectly invested would cause a decline in our revenues, net income and cash flow.
When any of Oaktree’s funds performs poorly, either by incurring losses or underperforming benchmarks or Oaktree’s competitors, Oaktree’s investment record suffers. Poor investment performance by Oaktree funds in which we are directly or indirectly invested also adversely affects our investment income and, all else being equal, may lead to a decline in Oaktree’s AUM. In such circumstances, we may experience losses on our investments of our own capital or losses through our equity method investment in Oaktree Capital I. Poor performance of Oaktree’s funds could also make it more difficult for Oaktree to raise new capital for Oaktree. Investors in Oaktree’s closed-end funds may decline to invest in future closed-end funds Oaktree raises, and investors in open-end and evergreen funds may withdraw their investments in the funds (on specified withdrawal dates) as a result of performance. During periods of market , investor redemption or repurchase requests for open-end and evergreen funds are likely to be elevated, which may impact the fees we earn from such vehicles. Investor subscriptions to certain of such vehicles have also at times been, and may in the future be, reduced, and investor redemptions or repurchase requests elevated, in the face of media or public sentiment with respect to the asset classes of such vehicles. To the extent appropriate and permissible under a vehicle’s constituent documents, we have previously and may in the future limit or prorate redemptions or repurchases in such vehicle for a period of time. This has, and may in the future, make such vehicles less to investors and impact subscriptions to such vehicles for a period of time, which could have a material effect on the revenues we derive from such vehicles. Oaktree’s investors and potential investors continually assess Oaktree’s funds’ performance, both on a standalone basis and relative to market benchmarks, Oaktree’s competitors, and other investment products, and Oaktree’s ability to raise capital for Oaktree’s existing and future funds and avoid redemption levels depends on Oaktree’s funds’ performance.
Oaktree may not be able to maintain its current incentive fee structure as a result of industry pressure from clients to reduce fees, which could have an adverse effect on our profit margins and results of operations.
Oaktree may not be able to maintain its current incentive fee structure as a result of industry pressure from clients to reduce fees. Although Oaktree’s incentive fee rates may vary among and within asset classes, historically Oaktree has competed primarily on the basis of its performance and not on the level of Oaktree’s fees relative to those of Oaktree’s competitors. In recent years, however, there has been a general trend toward lower fees in the investment management industry, and Oaktree has in certain cases lowered the fees Oaktree charges in order to remain competitive. Additionally, Oaktree has afforded, and reserved the right in Oaktree’s sole discretion to continue to afford, certain clients more favorable economic terms, including with respect to incentive fee rates, in cases where such clients have committed capital to Oaktree’s funds or strategies that in the aggregate exceeds certain threshold amounts. In order to maintain Oaktree’s fee structure in a competitive environment, Oaktree must be able to continue to provide clients with investment returns and service that incentivize Oaktree’s investors to pay its current fee rates. We cannot provide any assurance that Oaktree will succeed in providing investment returns and service that will allow Oaktree to maintain its current fee structure. Fee reductions on existing or new business could have an effect on Oaktree’s profit margins and results of operations. For more information about Oaktree’s fees please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Oaktree often pursues investment opportunities that involve business, regulatory, legal or other complexities.
Oaktree often pursues unusually complex investment opportunities involving substantial business, regulatory or legal complexity that would deter other investment managers. Oaktree’s tolerance for complexity presents risks, as such transactions can be more difficult, expensive and time-consuming to finance and execute; it can be more difficult to manage or realize value from the assets acquired in such transactions; and such transactions sometimes entail a higher level of regulatory scrutiny or a greater risk of contingent liabilities. Any of these risks could harm the performance of Oaktree’s funds.
Technological developments in artificial intelligence could disrupt the markets in which Oaktree operates and subject Oaktree and us to increased competition, legal and regulatory risks and compliance costs.
Technological developments in artificial intelligence, including machine learning technology and generative artificial intelligence (collectively, “AI Technologies”) and their current and potential future applications, including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, are rapidly evolving. The full extent of current or future risks related thereto is not possible to predict. AI Technologies could significantly disrupt the markets in which Oaktree operates and subject Oaktree and us to increased competition, legal and regulatory risks and compliance costs, which could have a material adverse effect on Oaktree’s business or our business, financial condition and results of operations. Oaktree intends to seek to avail itself of the potential benefits, insights and efficiencies that are available through the use of AI Technologies, which presents a number of potential risks that cannot be fully mitigated. Data in models that AI Technologies utilize are likely to contain a degree of inaccuracy and error, which could result in flawed algorithms. This could reduce the effectiveness of AI Technologies and adversely impact us and our operations to the extent we rely on the work product of such AI Technologies in such operations. There is also a risk that AI Technologies may be or by Oaktree’s employees and/or third parties engaged by us or Oaktree. For example, a user may input confidential information, including material non-public information or personal information, into AI Technology applications, resulting in such information becoming part of a dataset that is accessible by third-party AI Technology applications and users, including Oaktree’s competitors. Such actions could subject Oaktree and/or us to legal and regulatory and/or actions. Further, Oaktree or we may not be to control how third-party AI Technologies that Oaktree or we choose to use are developed or maintained, or how data Oaktree or we input is used or , even where Oaktree has sought contractual protections with respect to these matters. The or of Oaktree’s or our data could have an impact on our reputation and could subject Oaktree and/or us to legal and regulatory and/or actions. In addition, Oaktree or we may communicate externally regarding AI Technology-related initiatives, including Oaktree’s development and use of AI Technologies, which subjects Oaktree and us to the risk of being of making or statements regarding Oaktree’s and our ability to avail ourselves of the potential benefits of AI Technology.
Regulations related to AI Technologies continue to evolve and may also impose on Oaktree and us certain obligations and costs related to monitoring and compliance. In October 2023, the former Presidential Administration signed an executive order (the “October 2023 Executive Order”) that established new standards for AI safety and security. However, in January 2025, the current Presidential Administration signed an executive order that rescinded the October 2023 Executive Order and required the development of an AI action plan that is consistent with the current Presidential Administration’s policy; such AI action plan was subsequently released in July 2025. Further, in the absence of a comprehensive federal AI law in the United States, AI-related legislation is emerging as a patchwork of laws and regulations on the federal and state levels. For example, the Colorado AI Act, which goes into effect on June 30, 2026, imposes various obligations on developers and deployers of “high-risk” AI systems. Other states, including California, Texas, and Utah, among others, have passed or are in the process of enacting or considering additional laws and regulations relating to the use and development of AI Technologies. However, the AI regulatory environment in the U.S. is still evolving; for example, on December 11, 2025, the current Presidential Administration signed an executive order aimed at limiting state-level AI legislation and enforcement, but such executive order may be subject to legal challenge. In the EU, a regulation applicable to certain AI Technologies and the data used to train, test and deploy them (the “EU AI Act”) entered into in August 2024, with most of its obligations applying in phases from 6 to 36 months thereafter. The EU AI Act imposes significant requirements on both the providers and deployers of AI Technologies, and significant sanctions for . Moreover, for in respect of AI Technologies may also be possible (and in certain jurisdictions, facilitated by revisions to regulations on liability). The EU is also currently considering further targeted amends to the EU AI Act. The costs of preparing for, monitoring and complying with laws and regulations related to AI Technologies, and any or as the result of any use of or reliance on AI Technologies, could, if applicable, affect Oaktree, us and/or third parties connected to Oaktree or us (whether directly or indirectly), which could affect our business and results of operations.
Extensive regulation in the United States and abroad affects Oaktree’s activities and creates the potential for significant liabilities and penalties that could adversely affect our business and results of operations.
Potential regulatory action poses a significant risk to our reputation and our business. Oaktree’s business, and by extension our business, is subject to extensive regulation in the United States and in the other countries in which Oaktree’s investment activities occur, including periodic examinations, inquiries and investigations by governmental and self-regulatory organizations in the jurisdictions in which Oaktree operates around the world. Many of these regulators, including U.S. federal and state and foreign government agencies and self-regulatory organizations, are empowered to impose fines, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of applicable licenses and memberships. Even if an investigation
did not result in a sanction, or the sanction imposed against us, Oaktree or Oaktree’s personnel were small in monetary amount, adverse publicity relating to the investigation could harm our or Oaktree’s reputation and cause Oaktree to lose existing investors or fail to gain new investors.
Each of the regulatory bodies with jurisdiction over Oaktree or us has regulatory powers dealing with many aspects of financial services, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. A failure to comply with the applicable obligations imposed by the Advisers Act and the Investment Company Act, including recordkeeping, custody, advertising and operating requirements, disclosure obligations and prohibitions on fraudulent activities, could result in investigations, sanctions and reputational damage. Similarly, a failure to comply with the obligations imposed by the Commodity Exchange Act, including recordkeeping, reporting requirements, disclosure obligations and prohibitions on fraudulent activities, could also result in investigations, sanctions and reputational damage. Oaktree’s funds are involved regularly in trading activities that implicate a broad number of U.S. securities law regimes, including laws governing trading on inside information, market manipulation and a broad number of technical trading requirements that fundamental market regulation policies. of these laws could result in restrictions on Oaktree’s activities and to Oaktree’s reputation and our reputation.
Oaktree’s or our failure to comply with applicable laws or regulations could result in litigation, fines, censure, suspensions of personnel or other sanctions, including revocation of the registration of relevant affiliated entities as an investment adviser, CPO, CTA or registered broker-dealer. The regulations to which Oaktree’s business is subject are designed primarily to protect investors in Oaktree’s funds and to ensure the integrity of the financial markets. They are not designed to protect our preferred unitholders. Even if a sanction imposed against Oaktree or us, one of Oaktree’s or our subsidiaries or Oaktree personnel by a regulator is for a small monetary amount, the adverse publicity related to the sanction could harm our reputation, which in turn could materially adversely affect our or Oaktree’s business in a number of ways, such as causing Oaktree’s investors to redeem their capital (to the extent they have that right), making it harder for Oaktree to raise new funds and others from doing business with Oaktree.
Some of Oaktree’s funds from time to time invest in businesses that operate in highly-regulated industries, including businesses that are regulated by the U.S. Federal Communications Commission, the U.S. Federal Energy Regulatory Commission, U.S. federal and state banking authorities and U.S. state gaming authorities, as well as equivalent foreign regulatory bodies. The regulatory regimes to which such businesses are subject may, among other things, condition Oaktree’s funds’ ability to invest in those businesses upon the satisfaction of applicable ownership restrictions or qualification requirements or, absent any applicable exemption, require Oaktree or its subsidiaries to comply with registration, reporting or other requirements. Moreover, Oaktree’s failure to obtain or maintain any regulatory approvals necessary for Oaktree’s funds to invest in such industries may disqualify Oaktree’s funds from participating in certain investments or require Oaktree’s funds to divest themselves of certain assets.
Regulatory changes in the United States, regulatory compliance failures and the effects of negative publicity surrounding the financial industry in general could adversely affect our reputation, business and operations.
The business in which we and Oaktree operate both in and outside the United States may be subject to new or additional regulations from time to time. We and Oaktree may be adversely affected as a result of new or revised legislation or regulations imposed by the SEC, the CFTC or other U.S. governmental regulatory authorities or self-regulatory organizations that supervise the financial markets and businesses such as Oaktree’s and ours. The financial services industry in recent years has been the subject of heightened scrutiny and the SEC has specifically focused on private equity and the private funds industry. In that connection, in recent years the SEC’s stated examination priorities and published observations from examinations have included, among other things, private equity firms’ collection of fees and allocation of expenses, their marketing and valuation practices, allocation of investment opportunities, investor side letter terms, consistency of firms’ practices with disclosures, handling of material non-public information and insider trading, disclosures of investment risk, conflicts of interest, adherence to notice, consent and other contractual requirements regarding limited partnership advisory committees, fiduciary standards of conduct, financial technologies, and compliance with the SEC’s recently adopted rules, including those referenced herein. In recent years, the SEC has proposed, and in some instances, adopted, a number of new rules and amendments to existing rules that impact our or Oaktree’s business and operations.
For example, the SEC (in May 2023) and the SEC and CFTC jointly (in February 2024) adopted changes to Form PF, a confidential form relating to reporting by private fund advisers and intended to be used by the Financial Stability Oversight Counsel (“FSOC”) for systemic risk oversight purposes, that expand existing reporting
obligations. Such increased obligations may increase Oaktree’s costs, including if it is required to spend more time, hire additional personnel, or buy new technology to comply effectively.
The SEC has also proposed and can be expected to propose other rules that may impact our or Oaktree’s operations. Such rules could expose Oaktree’s registered investment advisers to additional regulatory liability, increase compliance costs, impose limitations on Oaktree’s investing activities and place burdens on Oaktree’s resources, including the time and attention of Oaktree’s personnel, and heighten the risk of regulatory action. In addition, the SEC has recently indicated an intention to focus on making alternative investments more available to retail investors. As an example, the President’s 2025 Executive Order to the U.S. Department of Labor to provide 401(k) plan fiduciaries with greater protection against litigation when offering investment options that include alternative assets supports the SEC’s enhanced focus and efforts to expand access to the “alternative asset” class. The Executive Order considers “alternative assets” to include private market investments, direct and indirect holdings in real estate, digital assets, commodities and infrastructure investments. While the full extent of the anticipated SEC rulemaking or guidance is still to be determined, potential changes relating to (i) accredited investor and/or qualified purchaser status or (ii) disclosure requirements surrounding fees are likely to have an impact on the operations of our or Oaktree’s funds, including the types of products we and Oaktree offer and the investor base we target.
We and Oaktree also may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. For example, in recent years, senior officials at the SEC have shown a willingness to pursue violations that could be viewed as minor on the theory that publicly pursuing minor violations could reduce the prevalence of more significant violations.
In June 2024, the U.S. Supreme Court reversed its longstanding approach under the Chevron doctrine, which provided for judicial deference to regulatory agencies. As a result of this decision, we cannot be sure whether there will be increased challenges to existing agency regulations or how lower courts will apply the decision in the context of other regulatory schemes without more specific guidance from the U.S. Supreme Court. For example, the decision could significantly impact consumer protection, advertising, privacy, artificial intelligence, anti-corruption and anti-money laundering practices and other regulatory regimes with which we, Oaktree and Oaktree’s portfolio companies are or may be required to comply. Any such regulatory developments could result in uncertainty about and changes in the ways such regulations apply to us, Oaktree and Oaktree’s portfolio companies, and may require additional resources to ensure continued compliance. We cannot predict which, if any, of these actions will be taken or, if taken, their effect. Such actions could have a significant adverse effect on our business, financial condition and results of operations.
It is difficult to determine the full extent of the impact on us or Oaktree of any new laws, regulations or initiatives that may be proposed or whether any of the proposals will become law. Any changes in the regulatory framework applicable to our or Oaktree’s business, including the changes described above, may impose additional costs on us, require the attention of Oaktree’s senior management or result in limitations on the manner in which Oaktree and we conduct our businesses. Moreover, as calls for additional regulation have increased, there may be a related increase in regulatory investigations of the trading and other investment activities of alternative asset management funds, including Oaktree’s funds. In addition, Oaktree and we may be adversely affected by changes in the interpretation or enforcement of existing laws and rules by these governmental authorities and self-regulatory organizations. Compliance with any new laws or regulations could make our overall compliance activities more difficult and expensive, affect the manner in which Oaktree and we conduct our businesses and adversely affect our profitability.
Changes in law and government regulations may adversely affect our business, financial condition and results of operations.
The current regulatory environment in the United States may be impacted by future legislative developments, such as amendments to key provisions of the Dodd-Frank Act. Any changes in the regulatory framework applicable to our business, Oaktree’s business or the businesses of the portfolio companies of Oaktree’s funds may impose additional costs or result in limitations on the manner in which business is conducted, or may ultimately have an adverse impact on the competitiveness of certain nonbank financial service providers vis-à-vis traditional banking organizations.
Regulatory changes in jurisdictions outside the United States could adversely affect Oaktree’s business.
Certain of Oaktree’s subsidiaries operate outside the United States. A number of these subsidiaries are regulated by governmental authorities in foreign jurisdictions where they operate. In addition, Oaktree regularly relies on exemptions from various requirements of the regulations of certain foreign countries in conducting its asset management and fundraising activities.
Each of the regulatory bodies with jurisdiction over Oaktree has regulatory powers dealing with many aspects of Oaktree’s business generally and financial services specifically, including the authority to grant, and in specific circumstances to cancel, permissions to carry on particular activities. Oaktree is involved regularly in trading activities that implicate a broad number of foreign (as well as U.S.) securities law regimes, including laws governing trading on inside information and market manipulation and a broad number of technical trading requirements that implicate fundamental market regulation policies. Additionally, Oaktree must comply with foreign laws governing the sale of interests in Oaktree’s funds and laws that govern other business activities. Violation of these laws could result in severe penalties, restrictions or prohibitions on Oaktree’s activities and damage to Oaktree’s reputation and our reputation, which in turn could materially adversely affect Oaktree’s or our business in a number of ways, such as causing investors to redeem their capital (to the degree they have that right) from Oaktree’s funds, making it harder for Oaktree to raise new funds and others from doing business with Oaktree.
SEC rules barring so-called “bad actors” from relying on Rule 506 of Regulation D in private placements could materially adversely affect Oaktree’s business, financial condition and results of operations.
Rules 501 and 506 of Regulation D under the Securities Act prohibit issuers deemed to be “bad actors” from relying on the exemptions available under Rule 506 of Regulation D (“Rule 506”) in connection with private placements (the “disqualification rule”). Specifically, an issuer will be precluded from conducting offerings that rely on the exemption from registration under the Securities Act provided by Rule 506 (“Rule 506 offerings”) if a “covered person” of the issuer has been the subject of a “disqualifying event” (each as defined below). “Covered persons” include, among others, the issuer, affiliated issuers, any investment manager or solicitor of the issuer, any director, executive officer or other officer participating in the offering of the issuer, any general partner or managing member of the foregoing entities, any promoter of the issuer and any beneficial owner of 20% or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power. A “disqualifying event” includes, among other things, certain (1) criminal convictions and court injunctions and restraining orders issued in connection with the purchase or sale of a security or filings with the SEC; (2) final orders from the CFTC, federal banking agencies and certain other regulators that bar a person from associating with a regulated entity or engaging in the business of securities, insurance or banking or that are based on certain conduct; (3) SEC orders relating to investment advisers, brokers, dealers and their associated persons; (4) SEC -and-desist orders relating to of certain anti- provisions and registration requirements of the federal securities laws; (5) or from membership in a self-regulatory organization (“SRO”) or from association with an SRO member; and (6) U.S. Postal Service representation orders.
If any Oaktree covered person is subject to a disqualifying event, one or more of Oaktree’s funds could lose the ability to raise capital in a Rule 506 offering for a significant period of time. Most of Oaktree’s funds rely on Rule 506 to raise capital from investors during their fundraising periods. If one or more of Oaktree’s funds were to lose the ability to rely on the Rule 506 exemption because an Oaktree covered person has been the subject of a disqualifying event, our business, financial condition and results of operations could be materially and adversely affected.
Oaktree’s failure to comply with “pay to play” regulations implemented by the SEC and certain states, and changes to the “pay to play” regulatory regimes, could adversely affect Oaktree’s business.
In recent years, the SEC and several states have initiated investigations alleging that certain private equity firms and hedge funds or agents acting on their behalf have paid money to current or former government officials or their associates in exchange for improperly soliciting contracts with state pension funds. The SEC has also initiated a similar investigation into contracts awarded by sovereign wealth funds. Rule 206(4)-5 under the Advisers Act addresses “pay to play” practices by investment advisers involving campaign contributions and other payments to government officials able to exert influence on potential U.S. state and local government entity clients. Among other restrictions, the rule prohibits investment advisers from providing advisory services for compensation to a government entity for two years, subject to very limited exceptions, after the investment adviser, its senior executives or its personnel involved in soliciting investments from government entities make contributions to certain candidates and officials in a position to influence the hiring of an investment adviser by such government entity. The rule does not require any showing that a donation was made with intent to exert influence. Any donation that exceeds the limits set forth in Rule 206(4)-5 may lead to an investment adviser being required to forgo compensation from applicable government entities for two years; to the extent such fees have already been paid, the investment adviser may be required to the already-received compensation. Advisers are required to implement compliance policies designed, among other matters, to track contributions by certain of the adviser’s employees and engagements of third parties that solicit government entities and to keep certain records in order to the SEC to determine compliance with the rule. Additionally, California law requires placement agents (including in certain cases employees of investment managers) who solicit funds from California state retirement
systems, such as the California Public Employees’ Retirement System and the California State Teachers’ Retirement System, to register as lobbyists, thereby becoming subject to increased reporting requirements and prohibited from receiving contingent compensation for soliciting investments from California state retirement systems. New York has adopted similar rules. In July 2018, OCM reached a settlement with the SEC related to its “pay to play” rules pursuant to which OCM paid a monetary settlement to the SEC and agreed not to violate the rule in the future. Any failure by OCM or another of Oaktree’s affiliated entities or their respective personnel involved in soliciting investment from government entities to comply with these rules could expose Oaktree or us to reputational damage since we are affiliated with OCM. Additionally, the SEC’s amended rules for investment adviser marketing that went into effect in 2022 impose more prescriptive requirements and will impact the marketing of Oaktree’s funds as well as placement agent arrangements globally. Compliance with the new rule may result in higher compliance and operational costs and less overall flexibility in Oaktree’s marketing.
Oaktree’s failure to maintain the security of its information and technology networks, including personal data and client information, intellectual property and proprietary business information could have a material adverse effect on us.
Security breaches and other disruptions of or incidents affecting Oaktree’s information and technology networks could result in compromising our or Oaktree’s information and intellectual property and expose us or Oaktree to significant liability, reputational harm, regulatory investigation and remediation costs, which could cause material harm to our business and financial results. In the ordinary course of our and Oaktree’s business, Oaktree collects, processes and stores sensitive data, including proprietary business information and intellectual property, and personal data of Oaktree employees and its clients, in Oaktree’s data centers and on Oaktree’s networks (including data stored on systems maintained by third parties). The secure processing, maintenance and transmission of this information are critical to our operations. In many cases, this information is provided or made available to third-party vendors who agree to protect it, which has in the past and may in the future become compromised through a cyber-attack or data breach, misappropriation, , leakage, or release or of information by Oaktree or a third-party vendor. Although Oaktree and its third-party vendors take various measures and have made, and will continue to make, significant investments in an attempt to ensure the of their respective systems and to safeguard such or security , there can be no assurance that these measures and investments will provide adequate protection. security measures, Oaktree’s and its third-party vendor’s information technology and infrastructure are to different types of attacks by third parties or due to employee , or other . Certain of Oaktree’s funds invest in strategic assets having a national or regional profile or in infrastructure assets, the nature of which could them to a risk of being subject to a or security . In addition, we, Oaktree, Oaktree’s employees and Oaktree’s third-party vendors have been and may continue to be the target of emails or other targeted attempts to access to proprietary or sensitive information, including personal data.
There has been an increase in the frequency and sophistication of the data security threats Oaktree faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us or Oaktree because, as an investment management firm, Oaktree holds confidential and other price-sensitive information about the portfolio companies of Oaktree’s funds and their potential investments. As a result, through Oaktree we face a heightened risk of a security breach or disruption with respect to sensitive information resulting from an attack by computer hackers, foreign governments, cyber-terrorists or other bad actors. If successful, these types of attacks on Oaktree’s network or other systems could have a material adverse effect on our business and results of operations, due to, among other things, the loss, unauthorized access to or other misuse of personal, regulated, investor or proprietary data, interruptions or in our business and to our reputation. We are not currently aware of any current or past or other that, individually or in the aggregate, have materially affected, or would reasonably be expected to materially affect, our or Oaktree’s business strategy operations or financial condition. There can be no assurance that the various procedures and controls Oaktree utilizes to mitigate these will be sufficient to prevent or detect to its systems. Because can originate from a wide variety of sources and the techniques used change frequently and are not recognized until launched, Oaktree may not learn about an attack until well after the attack occurs, and the full scope of a may not be realized until an has been performed. The costs related to data security or may not be fully insured or indemnified by other means. In addition, privacy and data security have become a top priority for regulators around the world and a cybersecurity impacting our business could result in regulatory , or actions.
A significant actual or potential theft, loss, corruption, exposure, fraudulent use or misuse of client, employee or other personal data, regulated or proprietary business data, whether by third parties or as a result of Oaktree’s employee malfeasance or otherwise, non-compliance with our contractual or other legal obligations regarding such data or intellectual property or a violation of Oaktree’s privacy and security policies with respect to such data could result in significant remediation and other costs, fines, litigation or regulatory actions against Oaktree or us. Such an
event could additionally disrupt Oaktree’s or our operations and the services Oaktree provides to clients, damage Oaktree’s reputation and our reputation, result in a loss of a competitive advantage, impact our ability to provide timely and accurate financial data, and cause a loss of confidence in Oaktree’s services and our financial reporting, which could adversely affect our business, revenues, competitive position and investor confidence.
Additionally, the General Data Protection Regulation (the “GDPR”) became applicable in all European Union (“EU”) member states on May 25, 2018. This regulation added a broad array of requirements for handling personal data of individuals that are residents of the EU and the processing and transfer of that data from the EU and could impose a fine of up to 4% of global annual revenue or 20 million euros, whichever is higher, for violations. The GDPR has resulted in and will continue to result in significantly greater compliance burdens and costs for companies like Oaktree. Further, due to Brexit (discussed below), Oaktree is required to comply with the GDPR and also the U.K. equivalent (“U.K. GDPR”). The relationship between the UK and the EU in relation to certain aspects of data protection law remains unsettled, and any changes may lead to additional costs and increase our overall risk exposure. In particular, both the UK and the EU have in 2025 enacted or proposed changes to their data protection regimes that have introduced or will introduce increasing divergence.
In the U.S., the Gramm-Leach-Bliley Act of 1999 (the “GLBA”) imposes privacy requirements on financial institutions, including obligations to protect and safeguard consumers' nonpublic personal information and records, and limits the ability to share and reuse such information. Under the GLBA, beginning in May 2024, the Federal Trade Commission will require financial institutions to report the unauthorized acquisition of unencrypted customer information involving at least five hundred customers, within thirty days of discovery. Additionally, the SEC has adopted amendments to Regulation S-P, an underlying regulation of GLBA, that took effect December 3, 2025. These amendments impose operationally challenging notification requirements and obligations to implement written policies and procedures to govern oversight of service providers that will likely increase associated compliance costs. In December 2023, an SEC rule went into effect which requires us to report within four days on a Form 8-K any cybersecurity incident determined to be material. Material incidents requiring such disclosure include those involving a third party provider. At the state level, California was the first state to pass a comprehensive privacy law when it enacted the California Consumer Privacy Act of 2018, which initially went into effect on January 1, 2020, and was subsequently amended by the California Privacy Rights Act of 2020 (“CPRA”) and all implementing regulations thereto (collectively, the “CCPA”). The CCPA imposes sweeping data protection obligations on many companies doing business in California and provides for substantial for non-compliance and, in some cases, a private right of action for consumers who are of data involving their unencrypted personal information. The CCPA is enforceable by the California Attorney General and the California Privacy Protection Agency. In March of 2021, Virginia enacted the Virginia Consumer Data Protection Act, creating the second comprehensive U.S. state privacy law, which took effect on January 1, 2023 (the same day CPRA took effect). Many additional states have since also passed comprehensive state privacy laws with additional obligations and requirements on businesses, with many more states considering passing their own similar laws. In addition to the state of Virginia, Colorado, Utah and Connecticut enacted data privacy laws that went into effect in 2023; Montana, Oregon and Texas enacted data privacy laws that went into effect in 2024; Delaware, Iowa, Maryland, Minnesota, Nebraska, New Hampshire, New Jersey, and Tennessee enacted data privacy laws that went into effect in 2025; and Indiana, Kentucky, and Rhode Island enacted data privacy laws that went into effect on January 1, 2026. Many regulators, including the Federal Trade Commission, have indicated an intention to take more aggressive enforcement actions regarding data privacy and security matters, and related private is increasing and resulting in progressively larger judgments and settlements.
It remains unclear how various provisions of these newer laws will be interpreted and enforced. These and other data privacy, security and use laws and regulations and their interpretations continue to develop and may be inconsistent from jurisdiction to jurisdiction. The effects of the GDPR and U.K. GDPR, CCPA, and other U.S. state, U.S. federal, and international data privacy, security and use laws and regulations are significant and may require Oaktree to modify its data processing practices and policies and to incur substantial costs and potential liability in an effort to comply with such laws and regulations. Any inability, or perceived inability, by us or Oaktree funds’ portfolio companies to adequately address data protection or privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, even if unfounded, could result in significant legal, regulatory and third-party liability, increased costs, disruption of our and Oaktree funds’ portfolio companies’ business and operations, and a loss of client (including investor) confidence and other reputational . Many regulators have indicated an intention to take more aggressive enforcement actions regarding data privacy matters, and private resulting from such matters is increasing and resulting in progressively larger judgments and settlements. For example, the SEC’s stated 2026 examination priorities included an intended focus on advisers’ policies and procedures related to information security and operational risks in the safeguarding of customer records and information. Furthermore, as new data protection and privacy-related laws and regulations are implemented, the time and resources needed for Oaktree and Oaktree funds’ portfolio companies to comply with such laws and regulations continues to increase and become a significant compliance workstream.
Interruption of certain information technology, communications systems or data services could disrupt our business, result in losses and/or limit our growth.
We rely on Oaktree’s financial, accounting, communications and other information technology systems. If these systems do not operate properly, are disabled or are compromised, we could suffer financial loss, a disruption of our business, regulatory intervention or reputational damage. Oaktree’s information technology and communications systems are vulnerable to damage or disruption from fire, power loss, telecommunications failure, system malfunctions, natural disasters such as hurricanes, earthquakes and floods, acts of war or terrorism, employee errors or malfeasance, computer viruses, cyberattacks, or other events which are beyond our or Oaktree’s control.
We depend on Oaktree’s headquarters in Los Angeles, where a substantial portion of Oaktree’s personnel are located, for the continued operation of our business. An earthquake, fire or other disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications or other services used by Oaktree or third parties with whom we conduct business, or directly affecting Oaktree’s headquarters, could have a material adverse impact on our ability to continue to operate our business without interruption. Insurance and other safeguards might only partially reimburse us for certain losses, if at all.
In addition, we rely on unaffiliated third party service providers for certain other aspects of our business, including software vendors for portfolio management and accounting software, outside financial institutions for back office processing and custody of securities and third party broker dealers for the execution of trades. An interruption or deterioration in the performance of these third parties or failures of their information systems and technology, over which we have no control, could cause system interruption, delays, loss, corruption or exposure of critical data or intellectual property and impair the quality of the funds’ operations, which could impact our reputation and hence adversely affect our business. These risks could increase as vendors increasingly offer cloud-based software services rather than software services that can be operated within our own data centers. Oaktree’s portfolio companies also rely on data processing systems and the secure processing, storage and transmission of information, including payment and health information. A or compromise of these systems could have a material effect on the value of these businesses. Such an event may have consequences on our investments or assets of the same type, or may require Oaktree’s portfolio companies to increase preventative security measures or expand insurance coverage.
Any such interruption or deterioration in Oaktree’s operations could result in substantial recovery and remediation costs and liability to Oaktree’s clients, business partners and other third parties. While Oaktree has implemented disaster recovery plans, business continuity plans and backup systems designed to lessen the risk of any material adverse impact, such disaster recovery planning may not be sufficient to mitigate the harm and cannot account for all eventualities, and a catastrophic event that results in the destruction or disruption of any of Oaktree’s or our data or critical business or information technology systems could severely affect Oaktree’s or our ability to conduct business operations, and as a result, our future operating results could be materially adversely affected.
Oaktree is subject to substantial litigation risks and may face significant liabilities and damage to its professional reputation as a result.
Oaktree makes investment decisions on behalf of its clients that could result in substantial losses. This may subject Oaktree to the risk of legal liabilities or actions alleging negligence, breach of fiduciary duty, breach of contract or other causes of action. Heightened standards of care or additional fiduciary duties may apply in certain of Oaktree’s managed accounts or other advisory contracts. To the extent Oaktree enters into agreements with clients containing such terms or applicable law mandates a heightened standard of care or duties, Oaktree could, for example, be liable to certain clients for acts of simple negligence or breach of such duties.
Further, Oaktree may be subject to litigation arising from investor dissatisfaction with the performance of Oaktree’s funds or from third-party allegations that Oaktree improperly exercised control or influence over portfolio investments or that Oaktree is liable for actions or inactions taken by portfolio companies that such third parties argue Oaktree controls. In addition, Oaktree and its affiliates that are the investment managers and general partners of Oaktree’s funds, Oaktree’s funds themselves and those individuals who are Oaktree’s affiliates’ or the funds’ officers and directors are each exposed to the risks of litigation specific to the funds’ investment activities and portfolio companies and, in cases where Oaktree’s funds own controlling interests in public companies, to the risk of shareholder litigation by the public companies’ other shareholders. Moreover, Oaktree is exposed to risks of litigation or by investors and regulators relating to Oaktree having engaged, or Oaktree’s funds having engaged, in transactions that presented of interest that were not properly addressed. Please see also “—Extensive regulation in the United States and abroad affects Oaktree’s activities and creates the potential for significant liabilities and that could affect our business and results of operations.”
Substantial legal liability of Oaktree could materially adversely affect our business, financial condition or results of operations or cause significant reputational harm to Oaktree, which could seriously harm our business. The Oaktree funds in which we directly and indirectly invest depend on Oaktree’s business relationships and reputation for integrity and high-caliber professional services. As a result, allegations of improper conduct asserted by private litigants or regulators, regardless of whether the ultimate outcome is favorable or unfavorable to Oaktree, as well as negative publicity and press speculation about Oaktree, its investment activities or the investment industry in general, whether or not valid, may harm Oaktree’s reputation, which may be more damaging to our business than to other types of businesses.
Oaktree employee misconduct, which is difficult to detect and deter, could subject Oaktree to significant regulatory sanctions and reputational harm. Fraud and other deceptive practices or other misconduct at the portfolio companies of Oaktree’s funds could similarly subject Oaktree or us to liability and reputational damage and also harm our performance.
There have been a number of highly publicized cases involving fraud or other misconduct by individuals in the financial services industry, and there is a risk that Oaktree employees could engage in misconduct that adversely affects our business. Oaktree is subject to a number of obligations and standards arising from its investment management business and the authority over the assets Oaktree manages. The violation of any of these obligations or standards by any of Oaktree’s employees or advisors could adversely affect Oaktree clients and us. Oaktree’s business often requires that Oaktree deal with confidential matters of great significance to companies in which Oaktree’s funds may invest or to Oaktree clients. If Oaktree employees improperly use or disclose confidential information, Oaktree could be subject to regulatory sanctions and suffer serious harm to its reputation, financial position and current and future business relationships. It is not always possible to employee , and the precautions Oaktree takes to prevent this activity may not be in all cases. If Oaktree employees engage in , or if they are of , its business and reputation could be affected, which may cause effects on our business.
Any determination that Oaktree personnel have violated the Foreign Corrupt Practices Act (the “FCPA”), UK anti-bribery laws or other applicable anti-corruption laws could subject Oaktree to, among other things, civil and criminal penalties, material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our reputation, business, financial condition or results of operations. Although the current U.S. Presidential administration has signed an executive order to pause, subject to certain exceptions, the initiation of new investigations and enforcement actions under the FCPA, such laws have attracted significant regulatory focus in recent years, including outside of the United States. For example, the SEC will be responsible for examining investment advisers’ compliance with a U.S. Department of Treasury’s Financial Enforcement Network (“FinCEN”) rule currently scheduled to go into effect January 2026, that requires registered investment adviser and exempt reporting advisers to, among other measures, adopt an anti-money and countering the financing of terrorism (“AML/CFT”) program, file certain reports with FinCEN and to maintain records related to such activities. The application of these rules would impose significant compliance costs on us. The EU and the U.K. are similarly revising their respective anti-money regimes. The EU’s revised anti-money regime is expected to come into effect as early as June 2026 and the U.K. has also significantly expanded the reach of its anti- laws. While Oaktree has policies and procedures designed to ensure compliance by its personnel with the FCPA, such policies and procedures may not be in all instances to prevent . In addition, in light of the executive order to pause initiation of new FCPA and enforcement actions in the U.S., other asset managers, particularly those who, unlike Oaktree, are not subject to the anti- laws of a jurisdiction outside of the United States, may implement changes to their FCPA or anti-money policies that would provide such managers access to investment that may not be available to Oaktree because of its current policies and procedures.
In addition, we may also be adversely affected if there is misconduct by personnel of portfolio companies in which Oaktree’s funds invest. For example, financial fraud or other deceptive practices at such portfolio companies, or failures by personnel at such portfolio companies to comply with anti-bribery, trade sanctions or other legal and regulatory requirements could adversely affect our business and reputation. Such misconduct might undermine our due diligence efforts with respect to such companies and could negatively affect the valuation of Oaktree’s funds’ investments. In addition, we may face increased risk of such misconduct to the extent Oaktree’s funds’ investment in markets outside the United States, particularly emerging markets, increases.
Risks Relating to Oaktree’s Funds
Our results of operations are dependent on the performance of Oaktree’s funds. Poor fund performance will result in reduced revenues. Poor performance of Oaktree’s funds will also make it difficult for Oaktree to retain and attract investors to Oaktree’s funds, to retain and attract qualified professionals and to grow Oaktree’s business. The performance of each fund Oaktree manages is subject to some or all of the following risks.
The historical returns attributable to Oaktree’s funds should not be considered indicative of the future results of Oaktree’s funds or of our future results or of any returns expected on an investment in our preferred units.
The historical returns attributable to Oaktree’s funds should not be considered indicative of the future results of Oaktree’s funds. Poor performance of the funds Oaktree manages will cause a decline in our revenues and would therefore have a negative effect on our operating results.
Moreover, with respect to the historical returns of Oaktree’s funds:
• we may create new funds in the future that reflect a different asset mix and different investment strategies, as well as a varied geographic and industry exposure as compared to Oaktree’s present funds, and any such new funds could have different returns from Oaktree’s existing or previous funds;
• Oaktree’s funds’ returns have previously benefited from investment opportunities and general market conditions that may not repeat themselves, and there can be no assurance that Oaktree’s current or future funds will be able to avail themselves of profitable investment opportunities;
• many of Oaktree’s funds’ historical investments were made over a long period of time and over the course of various market and macroeconomic cycles, and the circumstances under which Oaktree’s current or future funds may make future investments may differ significantly from those conditions prevailing in the past;
• newly established funds may generate lower returns during the period in which they initially deploy their capital;
• Oaktree’s funds may not be able to successfully identify, make and realize upon any particular investment or generate returns for their investors; and
• any material increase or decrease in the size of Oaktree’s funds could result in materially different rates of returns.
The future internal rate of return for any current or future fund may vary considerably from the historical internal rate of return generated by any particular fund, or for Oaktree’s funds as a whole. In addition, future returns will be affected by the applicable risks described elsewhere in this annual report, including risks of the industries and businesses in which a particular fund invests. Moreover, the Company’s investment income earned from the Company’s equity method investment in Oaktree Capital I generally reflects only one-third of the incentive income attributable to Oaktree Capital I in respect of Oaktree’s closed-end funds established in 2022 or later and in respect of incentive income from Oaktree’s evergreen funds earned subsequent to January 1, 2023.
Certain of Oaktree’s funds make investments in distressed businesses that involve significant risks and potential additional liabilities.
Certain of Oaktree’s funds invest in obligors and issuers with weak financial conditions, poor operating results, substantial financing needs, negative net worth or significant competitive issues and/or securities that are illiquid, distressed or have other high-risk features. These funds also invest in obligors and issuers that are involved in bankruptcy or reorganization proceedings. In these situations, it may be difficult to obtain full information as to the exact financial and operating conditions of these obligors and issuers. Furthermore, some of Oaktree’s funds’ distressed debt investments may not be widely traded or may have no recognized market. Depending on the specific fund’s investment profile, a fund’s exposure to the investments may be substantial in relation to the market for those investments, and the acquired assets are likely to be illiquid and difficult to transfer. As a result, it may take a number of years for the market value of the investments to ultimately reflect their intrinsic value as Oaktree perceives it.
A central strategy of Oaktree’s opportunistic credit funds, for example, is to anticipate the occurrence of certain corporate events, such as debt or equity offerings, restructurings, reorganizations, mergers, takeover offers
and other transactions. If the relevant corporate event that Oaktree anticipates is delayed, changed or never completed, the market price and value of the applicable fund’s investment could decline sharply.
In addition, these investments could subject a fund to certain potential additional liabilities that may exceed the value of its original investment. Under certain circumstances, payments or distributions on certain investments may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, a preferential payment or similar transaction under applicable bankruptcy and insolvency laws. In addition, under certain circumstances, a lender that has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. In the case where the investment in securities of troubled companies is made in connection with an attempt to influence a restructuring proposal or plan of reorganization in bankruptcy, the fund may become involved in substantial .
Certain of Oaktree’s funds may be subject to risks arising from potential control group liability.
Certain of Oaktree’s investment funds could potentially be liable under U.S. Employee Retirement Income Security Act of 1974 ("ERISA") for the pension obligations of one or more of Oaktree’s portfolio companies if the investment fund were determined to be a "trade or business" under ERISA and deemed part of the same "controlled group" as the portfolio company under ERISA’s controlled group rules. While a number of cases have held that managing investments is not a “trade or business” for tax purposes, at least one federal Circuit Court has determined that a private equity fund could be a “trade or business” for ERISA controlled group liability purposes based on a number of factors, including the fund’s level of involvement in the management of its portfolio companies and the nature of its management fee arrangements. Litigation related to the Circuit Court’s decision suggests that additional factors may be relevant, including the structure of the investment and the nature of the fund’s relationship with other affiliated investors and co-investors in the portfolio company.
If any of Oaktree’s funds were determined to be a trade or business for purposes of ERISA controlled group liability, it is possible that pension liabilities incurred by a portfolio company could result in liability being incurred by the fund, with a resulting need for additional capital contributions, the appropriation of such fund’s assets to satisfy such pension liabilities and/or the imposition of a lien by the PBGC on certain fund assets. Moreover, regardless of whether any of Oaktree’s funds were determined to be a trade or business for purposes of ERISA controlled group liability, a court might hold that one of Oaktree’s fund’s portfolio companies is jointly and severally liable for another portfolio company’s unfunded pension liabilities pursuant to the ERISA “controlled group” rules, depending upon the relevant investment structures and ownership interests as noted above.
Poor investment performance during periods of adverse market conditions may result in relatively high levels of investor redemptions, which can exacerbate the liquidity pressures on the affected funds, force the sale of assets at distressed prices or reduce the funds’ returns.
Poor investment performance during periods of adverse market conditions, together with investors’ increased need for liquidity given adverse conditions in the credit markets during such periods, can prompt relatively high levels of investor redemptions at times when many funds may not have sufficient liquidity to satisfy some or all of their investor redemption requests. During times when market conditions are deteriorating, many funds may face additional redemption requests and/or compulsory investor withdrawals or redemptions, which will exacerbate the liquidity pressures on the affected funds. If such funds cannot satisfy their current and future redemption requests, they may be forced to sell assets at distressed prices or cease operations. Various measures taken by funds to improve their liquidity profiles (such as the implementation of “gates” or the suspension of redemptions) that reduce the amounts that would otherwise be paid out in response to redemption requests may have the effect of incentivizing investors to “gross up” or increase the size of the future redemption requests they make, thereby the cycle of redemptions.
Valuation methodologies for certain assets in Oaktree’s funds can be subject to significant subjectivity, and the values of assets established pursuant to the methodologies may never be realized.
Oaktree’s funds make investments for which market quotations are not readily available, and thus the process by which Oaktree value such investments involves inherent uncertainties. Oaktree is required by GAAP to make good faith determinations as to the fair value of these investments on a quarterly basis in connection with the preparation of Oaktree’s funds’ financial statements.
There is no single method for determining fair value in good faith. The types of factors that may be considered when determining the fair value of an investment in a particular company include acquisition price of the investment,
discounted cash flow valuations, historical and projected operational and financial results for the company, the strengths and weaknesses of the company relative to its comparable companies, industry trends, general economic and market conditions, information with respect to offers for the investment, the size of the investment (and any associated control) and other factors deemed relevant. Because valuations of investments for which market quotations are not readily available are inherently uncertain, may fluctuate over short periods of time and may be based on estimates, determinations of fair value may differ materially from the values that would have resulted if a ready market had existed. Even if market quotations are available for Oaktree’s investments, the quotations may not reflect the value that Oaktree would actually be able to realize because of various factors, including the possible illiquidity associated with a large ownership position, subsequent illiquidity in the market for a company’s securities, future market price volatility or the potential for a future loss in market value based on poor industry conditions or the market’s view of overall company and management performance.
Because there is significant uncertainty in the valuation of, or in the stability of the value of, illiquid investments, the fair values of such investments as reflected in a fund’s NAV do not necessarily reflect the prices that would actually be obtained on behalf of the fund when such investments are sold. Sales at values significantly lower than the values at which investments have previously been reflected in a fund’s NAV may result in losses for the applicable fund and the loss of incentive income that may have been accrued by the applicable fund.
Oaktree’s funds make investments in companies that are based outside the United States, which exposes us to additional risks not typically associated with investing in companies that are based in the United States.
Many of Oaktree’s funds invest a portion of their assets in the equity, debt, loans or other securities of issuers located outside the United States, while certain of Oaktree’s funds invest substantially all of their assets in these types of securities. Investments in securities outside the United States involve certain factors not typically associated with investing in U.S. securities, including risks relating to:
• a fund’s ability to exchange local currencies for U.S. dollars and other currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another;
• controls on, and changes in controls on, foreign investment and limitations on repatriation of invested capital;
• less developed or less efficient financial markets than exist in the United States, which may lead to price volatility and relative illiquidity;
• the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation;
• differences in legal and regulatory environments, particularly with respect to bankruptcy and reorganization, less developed corporate laws regarding fiduciary duties and the protection of investors and less reliable judicial systems to enforce contracts and applicable law;
• less publicly available information in respect of companies in non-U.S. markets;
• heightened exposure to corruption risk;
• certain economic and political risks, including potential exchange control regulations and restrictions on investments and repatriation of capital, potential political, economic or social instability, the possibility of nationalization or expropriation or confiscatory taxation and adverse economic and political developments; and
• the possible imposition of non-U.S. taxes or withholding on income and gains recognized with respect to the securities.
There can be no assurance that adverse developments with respect to these risks will not adversely affect Oaktree’s funds that invest in securities of non-U.S. issuers.
We have made and expect to continue to make significant investments in Oaktree’s current and future funds, and we may lose money on some or all of our investments.
We have had a practice of making significant principal investments in Oaktree funds and expect to continue to make significant principal investments in Oaktree’s funds both directly and indirectly through Oaktree Capital I and we or Oaktree Capital I may increase the amount we invest at any time. Further, from time to time Oaktree Capital I makes loans or otherwise extends credit or guarantees to Oaktree’s funds. Contributing capital, making other investments or extending credit to these funds is risky, and we and/or Oaktree Capital I may lose some or all of these investments. Any such loss could have a material adverse impact on our financial condition and results of operations whether directly or through its impact on Oaktree Capital I.
Oaktree’s funds often invest in companies that are highly leveraged, a fact that may increase the risk of loss associated with the investments.
Oaktree’s funds often invest in companies whose capital structures involve significant leverage. These investments are inherently more sensitive to declines in revenues and to increases in expenses and interest rates. The leveraged capital structures of these companies place significant burdens on their cash flows and increases the exposure of Oaktree’s funds to adverse economic factors such as downturns in the economy or deterioration in the condition of the portfolio company or its industry. Additionally, the securities acquired by Oaktree’s funds may be the most junior in what could be a complex capital structure and thus subject the funds to the greatest risk of loss in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of one of these companies.
The use of leverage by Oaktree’s funds could have a material adverse effect on our financial condition, results of operation and cash flow.
Some of Oaktree’s funds use leverage (including through credit facilities, swaps and other derivatives) as part of their respective investment programs and may borrow a substantial amount of capital. The use of leverage poses a significant degree of risk and can enhance the magnitude of a significant loss in the value of the investment portfolio. To the extent that any fund leverages its capital structure, it is subject to the risks normally associated with debt financing, including the risk that its cash flows will be insufficient to meet principal and interest payments, which could significantly reduce or even eliminate the value of such fund’s investments. In addition, the interest expense and other costs incurred in connection with such leverage may not be recovered by the appreciation in the value of any associated securities or bank debt and will be lost – and the timing and magnitude of such losses may be accelerated or exacerbated – in the event of a decline in the market value of such securities or bank debt. In addition, such funds may be subject to margin calls or acceleration in the event of a in the value of the posted collateral. To meet liquidity needs as a result of margin calls or acceleration, Oaktree Capital I may elect to invest additional capital into or loan money to such funds. Any such investment or loan would be subject to the risk of . In addition, if Oaktree were to elect to enforce its rights any fund with respect to a loan to such fund, Oaktree may its relationships with its investors and have raising additional capital. Any of the foregoing circumstances could have a material effect on our financial condition, results of operations and cash flow.
Changes in the debt financing markets and higher interest rates may negatively impact the ability of Oaktree’s funds and their portfolio companies to obtain attractive financing for their investments or refinance existing debt and may increase the cost of such financing if it is obtained, leading to lower-yielding investments and potentially decreasing our investment income.
The markets for debt financing are subject to retrenchment, resulting in more restrictive covenants or other more onerous terms (including posting additional collateral) in order to obtain financing, and in some cases lenders may refuse to provide any financing that would have been readily obtained under different credit conditions. In addition, higher interest rates generally impact the investment management industry by making it harder to obtain financing for new investments, refinance existing investments or liquidate debt investments, which can lead to reduced investment returns and missed investment opportunities.
If Oaktree’s funds are unable to obtain committed debt financing or can only obtain debt at an increased interest rate or on other less advantageous terms, such funds’ investment activities may be restricted and their profits may be lower than they would otherwise have achieved, either of which could lead to a decrease in the investment income earned by us. Similarly, the portfolio companies owned by Oaktree’s funds regularly utilize the corporate debt markets to obtain financing for their operations. To the extent that credit markets render such financing difficult or more expensive to obtain, the operating performance of those portfolio companies and therefore the investment returns on Oaktree’s funds may be negatively impacted. In addition, to the extent that the then-current markets make it difficult or impossible to refinance debt or extend maturities on outstanding debt, a portfolio
company may be unable to repay such debt at maturity and may be forced to sell assets, undergo a recapitalization or seek bankruptcy protection. Any of the foregoing circumstances could impair the value of Oaktree’s funds’ investments in those portfolio companies and have a material adverse effect on our financial condition, results of operations and cash flow.
Oaktree’s funds are subject to risks in using prime brokers, custodians, counterparties, administrators, other agents and third-party service providers.
Many of Oaktree’s funds depend on the services of prime brokers, custodians, counterparties, administrators and other agents and third-party service providers to carry out certain securities and derivatives transactions and other business functions. The terms of these contracts are often customized and complex, and many of these arrangements occur in markets or relate to products that are subject to limited or no regulatory oversight. In particular, some of Oaktree’s funds utilize prime brokerage arrangements with a relatively limited number of counterparties, which has the effect of concentrating the transaction volume (and related counterparty default risk) of such funds with these counterparties.
Oaktree’s funds are subject to the risk that the counterparty to one or more of these contracts defaults, either voluntarily or involuntarily, on its performance under the contract. Any such default may occur suddenly and without notice to us. Moreover, if a counterparty defaults, Oaktree’s funds may be unable to take action to cover their exposure, either because they lack contractual recourse or because market conditions make it difficult to take effective action. This inability could occur in times of market stress, which is when defaults are most likely to occur.
In addition, risk-management models that Oaktree may employ from time to time may not accurately anticipate the impact of market stress or counterparty financial condition, and as a result, Oaktree may not have taken sufficient action to reduce risks effectively. Default risk may arise from events or circumstances that are difficult to detect, foresee or evaluate. In addition, concerns about, or a default by, one large participant could lead to significant liquidity problems for other participants, which may in turn expose us to significant losses.
In the event of a counterparty default, particularly a default by a major investment bank, one or more of Oaktree’s funds could incur material losses, and the resulting market impact of a major counterparty default could harm our business, results of operation and financial condition.
In the event of the insolvency of a prime broker, custodian, counterparty or any other party that is holding assets of Oaktree’s funds as collateral, Oaktree’s funds might not be able to recover equivalent assets in full as they will rank among the prime broker’s, custodian’s or counterparty’s unsecured creditors in relation to the assets held as collateral. In addition, Oaktree’s funds’ cash held with a prime broker, custodian or counterparty generally will not be segregated from the prime broker’s, custodian’s or counterparty’s own cash, and Oaktree’s funds may therefore rank as unsecured creditors in relation thereto.
Risks Relating to Our Preferred Units
The market price of our preferred units could be adversely affected by various factors.
The market price for the preferred units may fluctuate based on a number of factors, including:
• variations in our quarterly operating results or distributions, which may be substantial;
• the incurrence of additional indebtedness or additional issuances of other series or classes of preferred units;
• whether we declare or fail to declare distributions on the preferred units from time to time and our ability to make distributions under the terms of our indebtedness;
• the credit ratings of the preferred units;
• a lack of liquidity in the trading of our preferred units (including, if the preferred units are voluntarily or involuntarily delisted from the NYSE);
• the prevailing interest rates or rates of return being paid by other companies similar to us and the market for similar securities; and
• general market, political and economic conditions.
Our performance, market conditions and prevailing interest rates have fluctuated in the past and can be expected to fluctuate in the future. Fluctuations in these factors could have an adverse effect on the price and
liquidity of the preferred units. In general, as market interest rates rise, securities with fixed interest rates or fixed distribution rates, such as the preferred units, decline in value. Consequently, if you purchase the preferred units and market interest rates increase, the market price of the preferred units may decline. We cannot predict the future level of market interest rates.
Our ability to pay quarterly distributions on the preferred units will be subject to, among other things, general business conditions, our financial results, restrictions under the terms of any indebtedness we may incur or senior units we may issue, Oaktree Capital I’s existing and future indebtedness or senior equity securities, and our and Oaktree Capital I’s liquidity needs. Any reduction or discontinuation of quarterly distributions could cause the market price of the preferred units to decline significantly. Accordingly, the preferred units may trade at a discount to their purchase price.
If we, including any service organizations that we use, fail to maintain effective internal controls over our financial reporting in the future, the accuracy and timing of our financial reporting may be adversely affected.
The Sarbanes-Oxley Act requires, among other things, that as a public company we maintain effective internal control over financial reporting and disclosure controls and procedures. We are required under Section 404 to provide an annual management assessment of the effectiveness of our internal controls over financial reporting. Following the 2019 Restructuring, we are no longer required to include in our annual reports an opinion from our independent registered public accounting firm addressing its assessment of such controls. To maintain and improve the effectiveness of our disclosure controls and procedures, significant resources and management oversight are required. We have implemented and continue to implement procedures and processes to address the standards and requirements applicable to public companies.
If it is determined that we are not in compliance with Section 404 in the future, we would be required to implement remedial procedures and re-evaluate our internal controls over financial reporting and our operations, financial reporting or financial results could be adversely affected. Matters impacting our internal controls may cause us to be unable to report our financial information on a timely basis and thereby subject us to adverse regulatory consequences, including sanctions by the SEC, or violations of applicable stock exchange listing rules. Moreover, if a material misstatement occurs, we may need to restate our financial results and there could be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. This could materially adversely affect us and lead to a decline in the market price of our preferred units.
Preparing our consolidated financial statements involves a number of complex manual and automated processes, which are dependent on individual data input or review and require significant management judgment. One or more of these elements may result in errors that may not be detected and could result in a material misstatement of our consolidated financial statements.
Distributions on the preferred units are discretionary and non-cumulative.
Distributions on each of the Series A preferred units and Series B preferred units are discretionary and non-cumulative. Holders of each series of our preferred units will only receive distributions when, as and if declared by our board of directors. Consequently, if the board of directors does not authorize and declare a distribution for a distribution period, holders of each of our preferred units would not be entitled to receive any distribution for such distribution period, and such unpaid distribution will not be payable in such distribution period or in later distribution periods. We will have no obligation to pay distributions for a distribution period if our board of directors does not declare such distribution before the scheduled record date for such period, whether or not distributions are declared or paid for any subsequent distribution period with respect to our outstanding preferred units or any other preferred units we may issue in the future. This may result in holders of our preferred units not receiving the full amount of distributions that they expect to receive, or any distributions, and may make it more difficult to resell our preferred units, or to do so at a price that the holder finds attractive. Our board of directors may, in its sole discretion, determine to suspend distributions on our outstanding preferred units, which may have a material effect on the market price of those units. There can be no assurances that our operations will generate sufficient cash flows to us to pay distributions on our preferred units. Our financial and operating performance is subject to prevailing economic and industry conditions and to financial, business and other factors, many of which are beyond our control.
Risks Relating to Our Organization and Structure
We have an indirect economic interest in only a portion of the Oaktree Operating Group, which may negatively impact our ability to pay distributions on our preferred units.
Following the 2022 Restructuring, the only entity within the Oaktree Operating Group in which we have an indirect economic interest is Oaktree Capital I. As a result of the 2024 Restructuring, the Company no longer consolidates the operations of Oaktree Capital I, but rather accounts for the Company’s approximately 74% interest in Oaktree Capital I under the equity method of accounting. As such, subsequent to the 2024 Restructuring, 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. Please see “Item 1. Business—Structure and Operation of our Business.”
We hold 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 fund the Opps XI Investment, our sole Class A unitholder, or one of its affiliates, contributes cash as a capital contribution (the “Opps XI Investment Cash”) as and to the extent required to satisfy our obligations to Opps XI. We will use the Opps XI Investment Cash solely to fund the Opps XI Investment and satisfy our obligations in respect of Opps XI. Distributions from the Opps XI Investment are intended for the benefit of the Class A unitholder, subject to applicable law. Our preferred unitholders should not rely on distributions received by us in respect of our Opps XI Investment for payment of distributions on or redemption of the preferred units. As of December 31, 2025, the Company has funded in the aggregate $637.5 million of the $750.0 million capital commitment. $379.0 million of the investment interest was pledged as collateral for two non-recourse credit facilities of an affiliate. The potential exposure is limited to the pledged interests.
In addition, we hold 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”). Subsequently, the Company made an additional commitment of $46.2 million. In order to fund the Opps XII Investment, our sole Class A unitholder, or one of its affiliates, contributes cash as a capital contribution (the “Opps XII Investment Cash”) as and to the extent required to satisfy our obligations to Opps XII. We will use the Opps XII Investment Cash solely to fund the Opps XII Investment and satisfy our obligations in respect of Opps XII. Distributions from the Opps XII Investment are intended for the benefit of the Class A unitholder, subject to applicable law. Our preferred unitholders should not rely on distributions received by us in respect of our Opps XII Investment for payment of distributions on or redemption of the preferred units. As of December 31, 2025, the Company has funded in the aggregate $218.9 million of the $796.2 million capital commitment.
The distributions to holders of the Series A and Series B preferred units have been, and are expected to continue to be, generally serviced by distributions we receive from Oaktree Capital I. There can be no assurances that the distributions we receive from Oaktree Capital I will generate sufficient cash flows to enable us to pay distributions on our preferred units.
If we or any of Oaktree’s private funds were deemed an investment company under the Investment Company Act, applicable restrictions could make it impractical for us to continue our business or for Oaktree to continue such funds as contemplated and could have a material adverse effect on our business.
A person will generally be deemed to be an “investment company” for purposes of the Investment Company Act if:
• it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or
• absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
We believe that we are engaged primarily in the business of providing asset management services and not primarily in the business of investing, reinvesting or trading in securities. We also believe that the primary source of income from our business is properly characterized as income earned in exchange for the provision of services. We hold ourselves out as an asset management firm and do not propose to engage primarily in the business of
investing, reinvesting or trading in securities. Accordingly, we do not believe that we are an investment company under the Investment Company Act.
The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operation of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, generally prohibit the issuance of options and impose certain governance requirements. Oaktree and we intend to conduct our respective operations so that Oaktree and we will not be deemed to be an investment company under the Investment Company Act. While Oaktree does advise or sub-advise funds that are registered under the Investment Company Act, Oaktree operates its private funds so that they are not deemed to be investment companies that are required to be registered under the Investment Company Act. If anything were to happen that would cause us to be deemed to be an investment company under the Investment Company Act or that would require us to register its private funds under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on capital structure, ability to transact business with affiliates and ability to compensate senior employees, could make it impractical for us to continue our business as currently conducted or Oaktree to continue management of its private funds as currently conducted, impair the agreements and arrangements between and among OCGH, us, Oaktree’s private funds and Oaktree’s senior management, or any combination thereof, and materially affect our business, financial condition and results of operations. In addition, we may be required to limit the amount of investments that we make as a principal or otherwise conduct our business in a manner that does not subject us to the registration and other requirements of the Investment Company Act.
Our operating agreement contains provisions that substantially limit remedies available to our preferred unitholders for actions that might otherwise result in liability for our officers and/or directors.
While our operating agreement provides that our officers and directors have fiduciary duties equivalent to those applicable to officers and directors of a Delaware corporation under the Delaware General Corporation Law, the agreement also provides that our officers and directors are liable to us or our unitholders for an act or omission only if such act or omission constitutes a breach of the duties owed to us or our unitholders, as applicable, by any such officer or director and such breach is the result of willful malfeasance, gross negligence, the commission of a felony or a material violation of law, in each case, that has, or could reasonably be expected to have, a material adverse effect on us or fraud. Moreover, we have agreed to indemnify each of our directors and officers, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, , , interest, amounts paid in settlement with our approval and counsel fees and disbursements) arising from the performance of any of their obligations or duties in connection with their service to us, including in connection with any civil, , administrative, investigative or other action, suit or proceeding to which any such person may be made party by reason of being or having been one of our directors or officers, except for any expenses or liabilities that have been finally judicially determined to have arisen primarily from acts or that the standard set forth in the preceding sentence. Furthermore, our operating agreement provides that OCGH does not have any liability to us or our other unitholders for any act or and is indemnified in connection therewith.
Under our operating agreement, each of our directors and us is entitled, subject to certain consent rights, to take actions or make decisions in its “sole discretion” or “discretion” or that it deems “necessary or appropriate” or “necessary or advisable.” In those circumstances, each of our directors or us is entitled to consider only such interests and factors as it desires, including our own or our directors’ interests, and neither it nor our board of directors has any duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any unitholders, and neither we nor our board of directors is subject to any different standards imposed by our operating agreement, the Act or under any other law, rule or regulation or in equity, except that we must act in good faith at all times. These modifications of fiduciary duties are expressly permitted by Delaware law. These modifications are detrimental to our unitholders because they restrict the remedies available to them for actions that without those limitations might constitute breaches of duty (including fiduciary duty).
Our ability to make distributions to holders of any series of preferred units may be limited by our holding company structure, applicable provisions of Delaware law, contractual restrictions and the terms of any senior securities we may issue in the future.
We are a limited liability holding company and have no independent means of generating revenues. In connection with the issuance of our preferred units, Oaktree Capital I issued ”mirror” preferred units to a holding company in which we indirectly own an interest to correspond with each series of our preferred units. The terms of the mirror preferred units state that, subject to certain exceptions, no distributions may be declared or paid with respect to the common units of Oaktree Capital I until distributions have been declared and paid or declared and set aside with respect to each series of mirror preferred units and the series of our preferred units to which they correspond. Accordingly, our ability to receive distributions from Oaktree Capital I may be impaired to the extent
Oaktree Capital I has not declared and paid or declared and set aside distributions on each series of mirror preferred units.
Under the Act, we may not make a distribution to a member if, after the distribution, all our liabilities, other than liabilities to members on account of their limited liability company interests and liabilities for which the recourse of creditors is limited to specific property of the limited liability company, would exceed the fair value of our assets. If we were to make such an impermissible distribution, any member who received a distribution and knew at the time of the distribution that the distribution was in violation of the Act would be liable to us for three years for the amount of the distribution. In addition, Oaktree Capital I’s cash flow may be insufficient to enable it to make required minimum tax distributions to holders of its units, in which case it may have to borrow funds or sell assets and thus our liquidity and financial condition could be materially adversely affected. Our operating agreement contains provisions authorizing the issuance of preferred units in us by our board of directors at any time without unitholder approval.
Risks Relating to United States Taxation
If the amount of distributions on the preferred units is greater than our gross ordinary income, then the amount that a holder of preferred units would receive upon liquidation may be less than the preferred unit liquidation value.
In general, to the extent of our gross ordinary income in any taxable year, we will specially allocate to the preferred units items of our gross ordinary income in an amount equal to the distributions paid in respect of the preferred units during the taxable year. Similar allocations will be made with respect to any equity securities we issue in the future that rank equally with the preferred units. Allocations of gross ordinary income will increase the capital account balances of the holders of the preferred units. Distributions will correspondingly reduce the capital account balances of the holders of the preferred units. So long as our gross ordinary income equals or exceeds the distributions paid to the holders of the preferred units, the capital account balances of the holders of the preferred units with respect to the preferred units will equal the aggregate preferred unit liquidation value at the end of each taxable year. If the distributions paid in respect of the preferred units in a taxable year exceed our gross ordinary income, items of our gross ordinary income will be allocated to the preferred units pro-rata based on the amount of distributions paid in respect of the preferred units in such taxable year. If the distributions paid in respect of the preferred units in a taxable year exceed the proportionate share of our gross ordinary income allocated in respect of the preferred units for such year, the capital account balances of the holders of the preferred units with respect to the preferred units will be reduced below the aggregate preferred unit value by the amount of such excess. In that event, we will allocate additional gross ordinary income, to the extent available in any taxable year, in subsequent years until such excess is eliminated. If we were to have gross ordinary income to eliminate such excess, holders of preferred units would be entitled, upon our , or winding up, to less than the aggregate preferred unit value. In addition, to the extent that we make additional allocations of gross ordinary income in a taxable year to eliminate such excess from prior years, the gross ordinary income allocated to holders of the preferred units in such taxable year would exceed the distributions paid to the preferred units during such taxable year. In such taxable year, holders of preferred units may recognize taxable income in respect of their investments in the preferred units in excess of our cash distributions, thus giving rise to an out-of-pocket tax liability for such holders. Future issuances of equity securities that rank equally with the preferred units could increase the likelihood that the capital account balances of holders of the preferred units decrease below the aggregate preferred unit value and holders of preferred units bear an out-of-pocket tax liability in future taxable years.
Holders of preferred units who are U.S. taxpayers should anticipate the need to file annually a request for an extension of the due date of their income tax return. In addition, it is possible that holders of preferred units may be required to file amended income tax returns.
Holders of preferred units are required to take into account items of gross ordinary income that are allocated to them for our taxable year ending within or with their taxable year. It may require a substantial period of time after the end of our fiscal year to obtain the requisite information from all lower-tier entities so that tax information (including IRS Schedules K-1) may be prepared by us. For this reason, holders of preferred units who are U.S. taxpayers should anticipate the need to file annually with the IRS (and certain states) a request for an extension past the applicable due date of their income tax return for the taxable year. Because holders of our preferred units will be required to report the items of gross income that are allocated to them, tax reporting for such holders will generally be more complicated than for shareholders of a corporation. In addition, it is possible that a holder of preferred units will be required to file amended income tax returns as a result of adjustments to items on the
corresponding income tax returns of the Company. Any obligation for a holder of preferred units to file amended income tax returns for that or any other reason, including any costs incurred in the preparation or filing of such returns, is the responsibility of each holder of preferred units.
An investment in preferred units will give rise to UBTI to certain tax-exempt holders.
We will make investments through entities classified as partnerships or disregarded entities for U.S. federal income tax purposes in “debt-financed” property and, thus, an investment in preferred units will give rise to unrelated business taxable income (“UBTI”) to tax-exempt holders of preferred units. Moreover, if the IRS successfully asserts that we are engaged in a trade or business, then additional amounts of income could be treated as UBTI. Tax-exempt holders of our preferred units are strongly urged to consult their tax advisors regarding the tax consequences of owning our preferred units. Because we are under no obligation to minimize UBTI, tax-exempt U.S. holders of preferred units should consult their own tax advisers regarding all aspects of UBTI.
Non-U.S. holders face unique U.S. tax issues from owning preferred units that may result in adverse tax consequences to them.
In light of our investment activities, we may be, or may become, engaged in a U.S. trade or business for U.S. federal income tax purposes, in which case some portion of our income would be treated as effectively connected income, or “ECI,” with respect to non-U.S. holders of our preferred units. Moreover, dividends paid by real estate investment trust, or “REIT,” investments that are attributable to gains from the sale of U.S. real property interests may be treated as ECI with respect to non-U.S. holders of our preferred units. In addition, certain income of non-U.S. holders from U.S. sources not connected to any U.S. trade or business conducted by us could be treated as ECI. We may earn ECI and/or income treated as ECI. To the extent our income is treated as ECI, each non-U.S. holder generally would be subject to withholding tax on distributions attributable to such income, would be required to file a U.S. federal income tax return for such year reporting such income effectively connected with such trade or business and any other income treated as ECI, and would be subject to U.S. federal income tax at regular U.S. tax rates on any such income (state and local income taxes and filings may also apply in that event). Non-U.S. holders that are corporations may also be subject to a 30% branch profits tax (potentially reduced under an applicable tax treaty) on their allocable share of such income. In addition, if we are treated as being engaged in a U.S. trade or business, a portion of any recognized by non-U.S. holders on the sale or exchange of preferred units may be treated for U.S. federal income tax purposes as ECI. Consequently, such non-U.S. holders could be subject to U.S. federal income tax and branch profits tax on the sale or exchange of preferred units. In certain circumstances, for transfers on or after January 1, 2022, the transferee of such preferred units (or a broker through which the transfer is effected) may be required to deduct and withhold a tax equal to 10% of the amount realized (or deemed realized) on the sale or exchange of such preferred units, or such other amount as is specified in the Treasury Regulations. Because this guidance is recent, it is unclear how this provision may impact transfers of preferred units in the future. In addition, certain income from U.S. sources that is not ECI allocable to non-U.S. holders may be subject to withholding taxes imposed at the applicable tax rate. Non-U.S. holders of our preferred units are strongly urged to consult their tax advisors regarding the tax consequences of owning our preferred units.
Holders of preferred units may be subject to state and local taxes and return filing requirements as a result of investing in our preferred units.
In addition to U.S. federal income taxes, holders of our preferred units may be subject to other taxes, including state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we do business or own property now or in the future, even if the holders of our preferred units do not reside in any of those jurisdictions. Holders of our preferred units may also be required to file state and local income tax returns and pay state and local income taxes in some or all of these jurisdictions. Further, holders of our preferred units may be subject to penalties for failure to comply with those requirements. It is the responsibility of each unitholder to file all U.S. federal, state and local tax returns that may be required of such unitholder.
Amounts distributed in respect of the preferred units could be treated as “guaranteed payments” for U.S. federal income tax purposes.
The treatment of interests in a partnership such as the preferred units and the payments received in respect of such interests is uncertain. The IRS may contend that payments on the preferred units represent “guaranteed payments,” which would generally be treated as ordinary income and may not have the same character when received by a holder as our gross ordinary income had when earned by us. If distributions on the preferred units are treated as “guaranteed payments,” a holder’s taxable income would be equal to the guaranteed payment accrued or received, regardless of the amount of our gross ordinary income. Our limited liability company agreement provides that we and all holders agree to treat payments made in respect of the preferred units as other than guaranteed payments. Potential holders of preferred units are encouraged to consult their own tax advisors regarding the treatment of payments on the preferred units as “guaranteed payments.”
Holders of preferred units who do not hold the units through the record date for a distribution may be allocated gross ordinary income even though no distribution is received.
While distributions (if any) with respect to preferred units will be made on a quarterly basis, under the allocation methodology we have adopted we will prorate the total amount of gross ordinary income allocated to preferred units for a taxable year among holders of the preferred units on a monthly basis. As a result, a holder of a preferred unit who does not hold the preferred unit through the record date for a distribution may be allocated gross ordinary income even though no distribution is received. Holders of preferred units will remain liable for any income taxes associated with allocations of gross ordinary income even if they do not receive a distribution with respect to their preferred units or if the amount of such allocations exceed the amount of distributions they receive with respect to their preferred units. Any such gross ordinary income allocation will increase the holder’s adjusted basis in its preferred units.
