Oaktree and certain of its directors and executive officers may be deemed to be participants
in the solicitation of proxies from Oaktree unitholders in respect of the transaction described in the consent solicitation statement/prospectus. Information regarding Oaktrees directors and executive officers is contained in Oaktrees
Annual Report on Form
10-K
for the year ended December 31, 2018, which is filed with the SEC. Additional information regarding the interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the consent solicitation statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.
FORWARD-LOOKING STATEMENTS AND INFORMATION
This Current Report contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933,
as amended (the Securities Act), and Section 21E of the Exchange Act, which reflect the current views of Oaktree with respect to, among other things, its future results of operations and financial performance. In some cases, you can
identify forward-looking statements and information by words such as anticipate, approximately, believe, continue, could, estimate, expect, intend,
may, outlook, plan, potential, predict, seek, should, will and would or the negative version of these words or other comparable or similar
words. These statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those indicated in these statements. Forward-looking statements are based on Oaktrees beliefs,
assumptions and expectations of its future performance, taking into account all information currently available to it. Such forward-looking statements and information are subject to risks and uncertainties and assumptions relating to Oaktrees
operations, financial results, financial condition, business prospects, growth strategy and liquidity.
In addition to factors previously
disclosed in Brookfields and Oaktrees reports filed with securities regulators in Canada and the United States and those identified elsewhere in this Current Report, the following factors, among others, could cause actual results to
differ materially from forward-looking statements and information or historical performance: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of Brookfield and Oaktree to terminate the
definitive merger agreement between Brookfield and Oaktree; the outcome of any legal proceedings that may be instituted against Brookfield, Oaktree or their respective unitholders, shareholders or directors; the ability to obtain regulatory
approvals and meet other closing conditions to the merger, including the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated or that are material and adverse to
Brookfields or Oaktrees business; a delay in closing the merger; the ability to obtain approval by Oaktrees unitholders on the expected terms and schedule; business disruptions from the proposed merger that will harm
Brookfields or Oaktrees business, including current plans and operations; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the merger; certain restrictions during the
pendency of the merger that may impact Brookfields or Oaktrees ability to pursue certain business opportunities or strategic transactions; the ability of Brookfield or Oaktree to retain and hire key personnel; uncertainty as to the
long-term value of the Class A shares of Brookfield following the merger; the continued availability of capital and financing following the merger; the business, economic and political conditions in the markets in which Brookfield and Oaktree
operate; changes in Oaktrees or Brookfields anticipated revenue and income, which are inherently volatile; changes in the value of Oaktrees or Brookfields investments; the pace of
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