Form 8-K Oaktree Capital Group, For: Nov 18
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
�CURRENT REPORT
Pursuant to Section�13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2014
________________________
Oaktree Capital Group, LLC
(Exact name of registrant as specified in its charter)
________________________
Delaware | � | 001-35500 | � | 26-0174894 |
(State or other jurisdiction of incorporation) | � | (Commission File Number) | � | (I.R.S. Employer Identification No.) |
333 South Grand Avenue, 28th Floor Los Angeles, California | � | 90071 | ||
(Address of principal executive offices) | � | (Zip Code) | ||
(213) 830-6300
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
�
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
� | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
� | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
� | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
� | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item�8.01 | Other Events. |
On November 18, 2014, Oaktree Capital Group, LLC (the Company ) filed with the Securities and Exchange Commission (the SEC ) a prospectus supplement to the prospectus included in its effective shelf registration statement on Form S-3 (File No. 333-188596), filed with the SEC on May 14, 2013, to register under the Securities Act of 1933, as amended, 284,049 Class A units of the Company that were received by certain unitholders as a result of charitable contributions of such Class A units by certain of the Companys directors and employees, including certain senior executives, as further described in such prospectus supplement.
Item�9.01 | Financial Statements and Exhibits. |
(d)����Exhibits
Exhibit No. | Description | |
Exhibit 5.1 | Opinion of Simpson Thacher & Bartlett LLP regarding validity of Class A units registered. | |
Exhibit 8.1 | Opinion of Simpson Thacher & Bartlett LLP regarding certain tax matters. | |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
�
Date: November 18, 2014 | � | � | OAKTREE CAPITAL GROUP, LLC | |||
� | � | By: | � | /s/ Todd E. Molz������������� � | ||
� | � | � | Name:��Todd E. Molz | |||
� | � | � | Title:����General Counsel and Managing Director ������������� | |||
Exhibit 5.1
SIMPSON THACHER & BARTLETT LLP | ||
1999 AVENUE OF THE STARS, 29TH FLOOR LOS ANGELES, CA 90067-4607 (310) 407-7500 _____ | ||
FACSIMILE (310) 407-7502 | ||
November 18, 2014
Oaktree Capital Group, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
Ladies and Gentlemen:
We have acted as counsel to Oaktree Capital Group, LLC, a Delaware limited liability company (the Company ), in connection with the Registration Statement on Form S3 (File No. 333-188596) (the Registration Statement ) filed by the Company with the Securities and Exchange Commission (the Commission ) under the Securities Act of 1933, as amended (the Act ), relating to the proposed sale by certain unitholders of 284,049 Class A units (the Units ) representing limited liability company interests of the Company (the Class A Units ), in connection with the offering described in the Companys prospectus supplement dated November 18, 2014 (the Prospectus Supplement ) to the Prospectus (the Prospectus ) included in the Registration Statement, filed by the Company with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act.
We have examined the Registration Statement, the Prospectus Supplement and a copy of the specimen certificate evidencing the Class A Units that has been filed with the Commission as an exhibit to the Registration Statement. In addition, we have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
NEW YORK BEIJING HONG KONG HOUSTON LONDON PALO ALTO S�O PAULO SEOUL TOKYO WAHSINGTON, D.C.
Oaktree Capital Group, LLC����������������-2-���������������� NOVEMBER 18, 2014
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Units have been validly issued and purchasers of the Units will not have any obligation to make payments to the Company or its creditors or contributions to the Company or its creditors solely by reason of the purchasers ownership of the Units.
Our opinion set forth above is subject to the effects of (i)�bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and the Delaware Limited Liability Company Act.
We hereby consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission, to the incorporation by reference of this opinion into the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus and in the Prospectus Supplement.
�
Very truly yours, |
/s/ Simpson Thacher & Bartlett LLP |
SIMPSON THACHER & BARTLETT LLP |
Exhibit 8.1
SIMPSON THACHER & BARTLETT LLP | ||
2475 HANOVER STREET PALO ALTO, CA 94304 (650) 251-5000 | ||
FACSIMILE (650) 251-5002 | ||
November 18, 2014
Oaktree Capital Group, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, California 90071
Ladies and Gentlemen:
We have acted as counsel to Oaktree Capital Group, LLC, a Delaware limited liability company (the Company ), in connection with the Registration Statement on Form S-3 (File No. 333-188596) (the Registration Statement ) filed by the Company with the Securities and Exchange Commission (the Commission ) under the Securities Act of 1933, as amended (the Act ), relating to the offer (the Offering ) and sale thereunder by the selling unitholders of an aggregate of 284,049 Class A units representing limited liability company interests in the Company, as described in the Companys prospectus supplement dated November 18, 2014 relating to the Offering, filed by the Company with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act (the Prospectus Supplement ).
We have examined (i) the Registration Statement, (ii) the Third Amended and Restated Operating Agreement of Oaktree Capital Group, LLC, dated August 31, 2011, and the Amendment thereto dated as of March 29, 2012 (collectively, the Partnership Agreement ), (iii) the Amended and Restated Limited Partnership Agreement of Oaktree Capital I, L.P., dated May 25, 2007, (iv) the Amended and Restated Limited Partnership Agreement of Oaktree Capital II, L.P., dated May 25, 2007, (v) the Second Amended and Restated Limited Partnership Agreement of Oaktree Investment Holdings, L.P., dated May 25, 2011, (vi) the Limited Partnership Agreement of Oaktree Capital Management, L.P., dated May 25, 2007, (vii) the Amended and Restated Limited Partnership Agreement of Oaktree Capital Management (Cayman), L.P., dated May 25, 2007, (viii) the Second Amended and Restated Limited Partnership Agreement of Oaktree AIF Investments, L.P., dated October 29, 2008, and (ix) the representation letter of Oaktree Capital Group, LLC and Oaktree Capital Group Holdings GP, LLC delivered to us for purposes of this opinion (the Representation Letter ). We have also examined originals or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed necessary or appropriate as a basis for the opinion hereinafter set forth. As to matters of fact material to this opinion, we have relied upon certificates and comparable documents of public officials and of officers and representatives of the Company.
NEW YORK BEIJING HONG KONG HOUSTON LONDON LOS ANGELES S�O PAULO SEOUL TOKYO WAHSINGTON, D.C.
Oaktree Capital Group, LLC����������������-2-���������������� NOVEMBER 18, 2014
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents. We have further assumed that any documents will be executed by the parties in the forms provided to and reviewed by us and that the representations made by Oaktree Capital Group, LLC and Oaktree Capital Group Holdings GP, LLC in the Representation Letter are true, complete and correct and will remain true, complete and correct at all times.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, the discussion set forth in the Registration Statement under the caption Material U.S. Federal Tax Considerations (including the information under the caption Update to Material U.S. Federal Tax Considerations in the Prospectus Supplement), insofar as it expresses conclusions as to the application of United States federal income tax law, is our opinion as to the material United States federal income tax consequences of the ownership and disposition of the Companys Class A units.
We do not express any opinion herein concerning any law other than the federal tax law of the United States.
We hereby consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K of the Company filed with the Commission, to the incorporation by reference of this opinion into the Registration Statement and to the references to our firm under the headings Material U.S. Federal Tax Considerations and Legal Matters in the Registration Statement and Legal Matters in the Prospectus Supplement.
�
Very truly yours, |
/s/ Simpson Thacher & Bartlett LLP |
SIMPSON THACHER & BARTLETT LLP |
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