XML 113 R20.htm IDEA: XBRL DOCUMENT v3.20.1
UNITHOLDERS' CAPITAL
3 Months Ended
Mar. 31, 2020
Stockholders' Equity Note [Abstract]  
UNITHOLDERS' CAPITAL UNITHOLDERS’ CAPITAL
Unitholders’ capital reflects the economic interests attributable to Class A unitholders, preferred unitholders, non-controlling interests in consolidated subsidiaries and non-controlling interests in consolidated funds. Non-controlling interests in consolidated subsidiaries represent the portion of unitholders’ capital attributable to the OCGH non-controlling interest and third parties. The OCGH non-controlling interest is determined at the Oaktree Operating Group level, after giving effect to distributions, if any, attributable to the preferred unitholders, based on the proportionate share of Oaktree Operating Group units held by the OCGH unitholders. Certain expenses, such as income taxes and related administrative expenses of Oaktree Capital Group, LLC and its Intermediate Holding Companies, are solely attributable to the Class A unitholders.
As of March 31, 2020 and December 31, 2019, OCGH units represented 61,106,900 of the total 159,783,940 Oaktree Operating Group units and 61,793,286 of the total 159,760,541 Oaktree Operating Group units, respectively. Based on total allocable capital of $990,341 and $1,301,066 as of March 31, 2020 and December 31, 2019, respectively, the OCGH non-controlling interest was $378,723 and $503,253. As of March 31, 2020 and December 31, 2019, there were no non-controlling interests attributable to third parties.
Preferred Unit Issuances
On May 17, 2018, the Company issued 7,200,000 of its 6.625% Series A preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $173.7 million in net proceeds to the Company. Distributions on the Series A preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. The first distribution was paid on September 17, 2018. Distributions on the Series A preferred units are non-cumulative.
On August 9, 2018, the Company issued 9,400,000 of its 6.550% Series B preferred units representing limited liability company interests with a liquidation preference of $25.00 per unit. The issuance resulted in $226.9 million in net proceeds to the Company. Distributions on the Series B preferred units, when and if declared by the board of directors of Oaktree, will be paid quarterly on March 15, June 15, September 15 and December 15 of each year. The first distribution was paid on December 17, 2018. Distributions on the Series B preferred units are non-cumulative.
Unless distributions have been declared and paid or declared and set apart for payment on the preferred units for a quarterly distribution period, during the remainder of that distribution period the Company may not
repurchase any common units or any other units that are junior in rank, as to the payment of distributions, to the preferred units and the Company may not declare or pay or set apart payment for distributions on any common units or junior units for the remainder of that distribution period, other than certain Permitted Distributions (as defined in the unit designation related to the applicable preferred units (each, the “Preferred Unit Designation”)). These restrictions are not applicable during the initial distribution period, which is the period from the original issue date to, but excluding, September 15, 2018 and December 15, 2018 in regards to the Series A and Series B preferred units, respectively.
The Company may redeem, at its option, out of funds legally available, the preferred units, in whole or in part, at any time on or after June 15, 2023 in respect of the Series A preferred units or September 15, 2023 in respect of the Series B preferred units, at a price of $25.00 per preferred unit plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions. Holders of the preferred units have no right to require the redemption of the preferred units.
If a Change of Control Event (as defined in the applicable Preferred Unit Designation) occurs prior to June 15, 2023 in respect of the Series A preferred units or September 15, 2023 in respect of the Series B preferred units, the Company may, at its option, out of funds legally available, redeem the applicable preferred units, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such Change of Control Event, at a price of $25.25 per preferred unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions.
If a Tax Redemption Event or Rating Agency Event (each, as defined in the applicable Preferred Unit Designation) occurs prior to June 15, 2023 in respect of the Series A preferred units or September 15, 2023 in respect of the Series B preferred units, the Company may, at its option, out of funds legally available, redeem the applicable preferred units, in whole but not in part, upon at least 30 days’ notice, within 60 days of the occurrence of such Tax Redemption Event or Rating Agency Event, at a price of $25.50 per preferred unit, plus declared and unpaid distributions to, but excluding, the redemption date, without payment of any undeclared distributions.
The preferred units are not convertible into Class A units or any other class or series of the Company’s interests or any other security. Holders of the preferred units do not have any of the voting rights given to holders of our Class A units, except that holders of the preferred units are entitled to certain voting rights under certain conditions.
The following table sets forth a summary of net income attributable to the preferred unitholders, the OCGH non-controlling interest and the Class A common unitholders:
Three months ended March 31,
 20202019
Weighted average Oaktree Operating Group units outstanding (in thousands):
  
OCGH non-controlling interest61,770  85,474  
Class A unitholders 98,014  71,632  
Total weighted average units outstanding159,784  157,106  
Oaktree Operating Group net income (loss):      
Net income attributable to preferred unitholders (1)
$6,829  $6,829  
Net income (loss) attributable to OCGH non-controlling interest
(105,717) 65,472  
Net income (loss) attributable to OCG Class A unitholders
(167,062) 54,866  
Oaktree Operating Group net income (loss) (2)
$(265,950) $127,167  
Net income (loss) attributable to OCG Class A unitholders:
      
Oaktree Operating Group net income (loss) attributable to OCG Class A unitholders
$(167,062) $54,866  
Non-Operating Group (expense)(666) (3,644) 
Income tax benefit (expense) of Intermediate Holding Companies
—  (3,968) 
Net income (loss) attributable to OCG Class A unitholders
$(167,728) $47,254  

(1) Represents distributions declared, if any, on the preferred units.
(2) Oaktree Operating Group net income does not include amounts attributable to other non-controlling interests, which amounted to $0 and $642 for the three ended March 31, 2020 and 2019, respectively.
The change in the Company’s ownership interest in the Oaktree Operating Group is set forth below:
Three months ended March 31,
 20202019
Net income (loss) attributable to OCG Class A unitholders
$(167,728) $47,254  
Equity reallocation between controlling and non-controlling interests
3,925  6,125  
Change from net income attributable to OCG Class A unitholders and transfers from non-controlling interests
$(163,803) $53,379  
Please see notes 14, 15 and 16 for additional information regarding transactions that impacted unitholders’ capital.