--- schema_version: "secwatch.filing_event.v1" accession: "0001403528-23-000045" form_type: "8-K" ticker: "OAK-PA" cik: "0001403528" company_name: "Brookfield Oaktree Holdings, LLC" filed_at: "2023-06-29T23:59:59+00:00" generated_at: "2026-06-13T14:46:23.622185+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Oaktree Capital acquires Brookfield REIT interests for $307M; CEO Jay Wintrob to step down in Q1 2024 ## Summary - OCG acquired 100% of REIT entities owning Brookfield REIT shares for $307M initial payment, with a true-up due by July 31, 2023. - CEO Jay Wintrob will cease as CEO and board member in Q1 2024; no successor named. - Treasury (Brookfield affiliate) may contribute up to $200M additional capital to OCG for Brookfield REIT operations without additional approvals. - BP US REIT LLC agreed to indemnify OCG and members from third-party claims related to the REIT entities. ## SEC filing metadata - accession: 0001403528-23-000045 - form_type: 8-K - ticker: OAK-PA - cik: 0001403528 - company_name: Brookfield Oaktree Holdings, LLC - filed_at: 2023-06-29T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1403528/000140352823000045/0001403528-23-000045-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1403528/000140352823000045/oak-20230623.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001403528-23-000045 - JSON: https://secwatch.observer/filing/0001403528-23-000045.json - Plain text: https://secwatch.observer/filing/0001403528-23-000045.txt ## Key facts - Executive change Jay Wintrob departed as chief executive officer at Brookfield Oaktree Holdings, LLC. - Action: will cease - Role: chief executive officer source text: OCG announces that Jay Wintrob’s service as chief executive officer of OCG will cease in the first quarter of 2024, when he will also cease to be a member of the board of directors of OCG. evidence_url: https://www.sec.gov/Archives/edgar/data/1403528/000140352823000045/0001403528-23-000045-index.htm - Material Agreements Brookfield Oaktree Holdings, LLC entered into Treasury Contribution Agreement with Brookfield Corporate Treasury Ltd. valued at $307.0 million Purchase Price, with potential True-Up Payment (effective 2023-06-27). - Action: entry - Agreement: asset purchase - Counterparty: Brookfield Corporate Treasury Ltd. - Value: $307.0 million Purchase Price, with potential True-Up Payment - Effective: 2023-06-27 source text: On June 27, 2023, Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), entered into a contribution agreement (the “Treasury Contribution Agreement”) with Brookfield Corporate Treasury Ltd. (“Treasury”). evidence_url: https://www.sec.gov/Archives/edgar/data/1403528/000140352823000045/0001403528-23-000045-index.htm - Material Agreements Brookfield Oaktree Holdings, LLC entered into Restructuring Letter Agreement with Brookfield Corporate Treasury Ltd. valued at Treasury has right to make up to $200.0 million of additional capital contributions to OCG (effective 2023-06-29). - Action: entry - Counterparty: Brookfield Corporate Treasury Ltd. - Value: Treasury has right to make up to $200.0 million of additional capital contributions to OCG - Effective: 2023-06-29 source text: In connection with the Acquisition, on June 29, 2023, OCG entered into a letter agreement (the “Restructuring Letter Agreement”) with Treasury whereby, among other things, OCG agrees that, notwithstanding any provision of the Sixth Amended and Restated Operating Agreement of OCG, dated as of March 20, 2023 (as amended, supplemented or otherwise modified, the “Operating Agreement”) to the contrary, Treasury will have the right, in its sole and absolute discretion, to make up to $200.0 million of additional capital contributions to OCG evidence_url: https://www.sec.gov/Archives/edgar/data/1403528/000140352823000045/0001403528-23-000045-index.htm - Material Agreements Brookfield Oaktree Holdings, LLC entered into NTR Contribution Agreement with OCG NTR Holdings, LLC valued at contributed the Purchase Price and agreed to make True-Up Payment (effective 2023-06-27). - Action: entry - Counterparty: OCG NTR Holdings, LLC - Value: contributed the Purchase Price and agreed to make True-Up Payment - Effective: 2023-06-27 source text: Also on June 27, 2023, OCG entered into a contribution agreement (the “NTR Contribution Agreement”) with NTR whereby OCG contributed the Purchase Price to NTR and agreed to make the True-Up Payment to NTR, and NTR agreed to use the Contributed Amount in connection with the Acquisition. evidence_url: https://www.sec.gov/Archives/edgar/data/1403528/000140352823000045/0001403528-23-000045-index.htm - Material Agreements Brookfield Oaktree Holdings, LLC entered into Agreement of Purchase and Sale with BUSI II NTR Sub LLC valued at Acquisition of 100% interests in REIT Entities for cash (effective 2023-06-29). - Action: entry - Agreement: asset purchase - Counterparty: BUSI II NTR Sub LLC - Value: Acquisition of 100% interests in REIT Entities for cash - Effective: 2023-06-29 source text: On June 29, 2023, NTR entered into an agreement of purchase and sale (the “Agreement of Purchase and Sale”) to effect the Acquisition, whereby NTR acquired 100% of the interests in the REIT Entities from BUSI II NTR Sub LLC in exchange for cash. evidence_url: https://www.sec.gov/Archives/edgar/data/1403528/000140352823000045/0001403528-23-000045-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.