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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C UNITED 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 16, 2017 Oaktree Capital Group, LLC (Exact name of registrant as specified in its charter) Delaware 001-35500 26-0174894 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 333 South Grand Avenue, 28th Floor Los Angeles, California 90071 (Address of principal executive offices) (Zip Code) (213) 830-6300 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ 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)) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 8.01 Other Events As previously announced on November 9, 2017, Oaktree Capital Management, L.P. (the “Issuer”), and Oaktree Capital I, L.P., Oaktree Capital II, L.P. and Oaktree AIF Investments, L.P. (the “Guarantors” and together with the Issuer, the “Obligors”) entered into a note and guaranty agreement (the “Note Agreement”) with certain accredited investors (collectively, the “Investors”) on November 16, 2017, pursuant to which the Issuer agreed to issue and sell to the Investors $250.0 million aggregate principal amount of its 3.78% Senior Notes due December 18, 2032 (the “Notes”). Funding of the Notes is expected to occur on December 18, 2017. In connection with the Notes offering, the Issuer entered into a cross-currency swap agreement to Euros, reducing the interest cost to 1.95% per year. The Notes will be senior unsecured obligations of the Issuer, guaranteed (the “Guarantees”) by the Guarantors on a joint and several basis. The offer and sale of the Notes and the Guarantees were and will be made solely in private placement transactions exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The Notes will bear interest at a rate of 3.78% per annum, payable semi-annually, and will be due on December 18, 2032. The Note Agreement provides for certain affirmative and negative covenants, including financial covenants relating to the Obligors’ combined leverage ratio and minimum assets under management. In addition, the Note Agreement contains customary representations and warranties of the Obligors and customary events of default, in certain cases, subject to cure periods. The Issuer may prepay all, or from time to time any part of, the Notes at any time, subject to the Issuer’s payment of the applicable make-whole amount determined with respect to such principal amount prepaid. Upon the occurrence of a change of control, the Issuer will be required to make an offer to prepay the Notes together with the applicable make-whole amount determined with respect to such principal amount prepaid. The Note Agreement contains customary events of default, including, among other things, failure to pay interest, breach of certain covenants, failure to pay certain other indebtedness at maturity or upon earlier acceleration, and certain events of insolvency or bankruptcy. Upon the occurrence and continuance of an event of default, the holders of at least a majority in outstanding principal amount of the Notes may declare the Notes immediately due and payable by providing notice to the Issuer and exercise other rights and remedies. Such termination and declaration will occur automatically in the event of certain insolvency or bankruptcy related events of default. The Issuer intends to use the proceeds from the sale of the Notes, together with cash on hand, to redeem its $250 million of 6.75% Senior Notes due 2019 and pay the related make-whole payment to the holders thereof. The above description of the terms and conditions of the Notes and the Note Agreement does not purport to be complete and is qualified in its entirety by the full text of the Note Agreement and the form of the Notes attached as Exhibits 4.1 and 4.2, respectively, to this Form 8-K and incorporated herein by reference. On November 16, 2017, Oaktree Capital Group, LLC issued a press release announcing that the Obligors entered into the Note Agreement with the Investors on November 16, 2017. A copy of the press release is attached to this Form 8-K as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No . Description 4.1 Note and Guaranty Agreement, dated as of November 16, 2017, by and among Oaktree Capital Management, L.P., Oaktree Capital I, L.P., Oaktree Capital II, L.P., Oaktree AIF Investments, L.P. and each of the purchasers party thereto. 4.2 Form of 3.78% Senior Notes due December 18, 2032. 99.1 Press release of Oaktree Capital Group, LLC, dated November 16, 2017. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 16, 2017 OAKTREE CAPITAL GROUP, LLC By: /s/ Daniel D. Levin Name: Daniel D. Levin Title: Chief Financial Officer Exhibit 4.1 EXECUTION VERSION OAKTREE CAPITAL MANAGEMENT, L.P. OAKTREE CAPITAL I, L.P. OAKTREE CAPITAL II, L.P. OAKTREE AIF INVESTMENTS, L.P. $250,000,000 3.78% Senior Notes due December 18, 2032 NOTE AND GUARANTY AGREEMENT Dated as of November 16, 2017 TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF NOTES 1 SECTION 2. SALE AND PURCHASE OF NOTES 2 SECTION 3. CLOSING 2 SECTION 4. CONDITIONS TO CLOSING 2 Section 4.1. Representations and Warranties 2 Section 4.2. Performance; No Default 2 Section 4.3. Compliance Certificates 3 Section 4.4. Opinions of Counsel 3 Section 4.5. Purchase Permitted By Applicable Law, Etc 3 Section 4.6. Sale of Other Notes 3 Section 4.7. Payment of Special Counsel Fees 3 Section 4.8. Private Placement Number 4 Section 4.9. Changes in Corporate Structure 4 Section 4.10. Funding Instructions 4 Section 4.11. Proceedings and Documents 4 SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE OBLIGORS 4 Section 5.1. Limited Partners of the Obligors 4 Section 5.2. Organization; Power and Authority 4 Section 5.3. Authorization, Etc 4 Section 5.4. Disclosure 5 Section 5.5. Organization and Ownership of Shares of Subsidiaries 5 Section 5.6. Financial Statements; Material Liabilities 5 Section 5.7. Compliance with Laws, Other Instruments, Etc 6 Section 5.8. Governmental Authorizations, Etc 6 Section 5.9. Litigation; Observance of Statutes and Orders 6 Section 5.10. Taxes 6 Section 5.11. Title to Property; Leases 7 Section 5.12. Licenses, Permits, Etc 7 Section 5.13. Compliance with ERISA 7 Section 5.14. Private Offering by the Company 8 Section 5.15. Use of Proceeds; Margin Regulations 8 Section 5.16. Existing Indebtedness 8 Section 5.17. Foreign Assets Control Regulations, Etc 9 Section 5.18. Status under Certain Statutes 10 i SECTION HEADING PAGE SECTION 6. REPRESENTATIONS OF THE PURCHASERS 10 Section 6.1. Purchase for Investment; Accredited Investor 10 Section 6.2. Source of Funds 11 SECTION 7. INFORMATION AS TO OBLIGORS 12 Section 7.1. Financial and Business Information 12 Section 7.2. Officer’s Certificate 15 Section 7.3. Visitation 15 Section 7.4. Electronic Delivery 16 SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES 16 Section 8.1. Maturity 16 Section 8.2. Optional Prepayments with Make-Whole Amount 16 Section 8.3. Mandatory Offer to Prepay in Event of Change of Control 17 Section 8.4. Allocation of Partial Prepayments 19 Section 8.5. Maturity; Surrender, Etc 19 Section 8.6. Purchase of Notes 19 Section 8.7. Make-Whole Amount 20 Section 8.8. Payments Due on Non-Business Days 21 SECTION 9. AFFIRMATIVE COVENANTS 21 Section 9.1. Compliance with Law 22 Section 9.2. Insurance 22 Section 9.3. Maintenance of Properties 22 Section 9.4. Payment of Taxes 22 Section 9.5. Limited Partnership, Corporate Existence, Etc 22 Section 9.6. Books and Records 23 Section 9.7. Affiliate Guarantors 23 Section 9.8. Rating 24 SECTION 10. NEGATIVE COVENANTS 24 Section 10.1. Transactions with Affiliates 24 Section 10.2. Merger, Consolidation, Etc 24 Section 10.3. Line of Business 25 Section 10.4. Terrorism Sanctions Regulations 25 Section 10.5. Liens 26 Section 10.6. Restricted Payments 27 Section 10.7. Financial Condition Covenants 28 Section 10.8. Restrictive Agreements; Negative Pledge Clauses 28 SECTION 11. EVENTS OF DEFAULT 29 SECTION 12. REMEDIES ON DEFAULT, ETC 31 ii SECTION HEADING PAGE Section 12.1.
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