SELLING
SHAREHOLDERS
Overview
This Prospectus also relates
to offerings by the Selling Shareholders upon exercise of demand rights or piggyback rights under the Registration Rights Agreement (as
defined below). The terms under which the Class A Shares will be offered and sold by any Selling Shareholder will be described in
the applicable Prospectus Supplement. The Prospectus Supplement for any distribution of Class A Shares by any Selling Shareholder
will include, without limitation, where applicable: (i) the number of Class A Shares owned, controlled or directed by the Selling
Shareholder; (ii) the number of Class A Shares being distributed for the account of the Selling Shareholder; (iii) the
number of Class A Shares to be owned, controlled or directed by the Selling Shareholder after the offering and the percentage that
number represents of the total number of outstanding Class A Shares; (iv) whether the Class A Shares being sold are owned
by the Selling Shareholder both of record and beneficially, of record only or beneficially only; (v) if the Selling Shareholder acquired
the Class A Shares within two years preceding the date of the applicable Prospectus Supplement, the date or dates the Selling Shareholder
acquired the Class A Shares; and (vi) if the Selling Shareholder acquired the Class A Shares being distributed in the 12
months preceding the date of the applicable Prospectus Supplement, the cost thereof to the Selling Shareholder in the aggregate and on
a per share basis.
The Selling Shareholders
may also sell Class A Shares other than pursuant to this Prospectus. The Company cannot predict when or in what amounts the Selling
Shareholders may sell any of the Class A Shares qualified for distribution by this Prospectus.
Oaktree Mergers
On March 13, 2019, the
Company and Oaktree Capital Group, LLC (“Oaktree”), among others, entered into an Agreement and Plan of Merger (the
“Merger Agreement”). Pursuant to the terms of the Merger Agreement, certain mergers involving Oaktree, certain affiliates
of Oaktree and a subsidiary of the Company were completed on September 30, 2019 (the “Oaktree Mergers”).
Upon closing of the proposed
transaction to acquire the remaining common equity interests in the Oaktree business, we expect
that the Exchange Agreement and Registration Rights Agreement (each as defined below) will terminate and the Selling Shareholders will
no longer offer and sell Class A Shares pursuant to this Prospectus. See “Summary — Recent Developments”.
Exchange Agreement
The Company, Oaktree, OCGH
and the Selling Shareholders, among others, are parties to a Fifth Amended and Restated Exchange Agreement (as amended, the “Exchange
Agreement”). Pursuant to the terms of the Exchange Agreement, holders of OCGH units have the right to exchange from time to
time their OCGH units for various forms of consideration at the election of the Company, including cash and Class A Shares.
Exchanges can be initiated
only during open periods, which are during the first 60 days of each applicable calendar year. During the first open period that commenced
January 1, 2020, the exchange consideration consisted only of cash. On January 1, 2021, certain holders of OCGH units became
eligible to participate in an exchange (subject to certain vesting schedules); however the form of consideration in 2021 was limited to
cash. All holders of OCGH units became eligible to participate in exchanges beginning on January 1, 2022 and in subsequent years
thereafter. The consideration for the 2022, 2023, 2024 and 2025 open periods was paid entirely in cash.
Following the eighth anniversary
of the closing date of the Oaktree Mergers, we can discontinue the exchange rights in the Exchange Agreement on 36 months’ notice.
As a result, the earliest the exchange rights can be terminated is the eleventh anniversary of the closing date of the Oaktree Mergers,
or September 30, 2030.
Registration Rights Agreement
On September 30, 2019,
in connection with the Oaktree Mergers, the Company, OCGH and the Selling Shareholders entered into a registration rights agreement (the
“Registration Rights Agreement”) in respect of the resale of Class A Shares held by the Selling Shareholders that
constitute Registrable Securities (as defined below) and issuable upon exchange of OCGH units pursuant to the Exchange Agreement, subject
to certain qualifications (including without limitation certain agreed upon blackout periods). The following description of certain provisions
of the Registration Rights Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference to the full
text of the Registration Rights Agreement.
“Registrable Securities”
means Class A Shares issued in an exchange to a Selling Shareholder, and any equity securities of the Company issued or issuable
with regard to such Class A Shares by way of dividend, distribution, split or combination of securities, or any recapitalization,
merger, consolidation or other reorganization, in each case, unless and until (i) such Class A Shares are freely tradeable without
volume or other limitation under Rule 144 of the Securities Act and (ii) such Selling Shareholder, together with all of his,
her or its affiliates, owns less than 1% of the outstanding Class A Shares.
The Registration Rights Agreement
provides a Selling Shareholder owning, together with his, her or its affiliates, more than 1% of the outstanding Class A Shares with
the right (the “Demand Registration Right”) to require the Company to qualify the distribution of 1% or more of the
outstanding Registrable Securities held by such Selling Shareholder and his, her or its affiliates in an underwritten offering (a “Demand
Distribution”). The Selling Shareholders are entitled to request one Demand Distribution, in the aggregate, during any 12-month
period.
The Registration Rights Agreement
also provides the Selling Shareholders with the right (the “Piggyback Registration Right”) to require the Company to
include Registrable Securities in any future public distribution of Class A Shares in Canada or the United States undertaken by the
Company (a “Distribution”). The Company shall include in a Distribution all of the Registrable Securities the Selling
Shareholders request to be included therein pursuant to the Piggyback Registration Right; provided, however, that if the Distribution
occurs by way of an underwritten offering and the managing underwriter(s) advises the Company that, in their opinion, the total number
of Class A Shares to be included in such Distribution should be limited for certain prescribed reasons, the Class A Shares to
be included in the Distribution shall first be registered for the account of the Company.
In connection with an underwritten
offering, the Company will agree to refrain from issuing any equity securities of the Company for a period of up to 60 days, subject to
customary exceptions. The Company will generally be responsible for all reasonable expenses under the Registration Rights Agreement, excluding
any underwriting discounts or commissions on any Registrable Securities sold by a Selling Shareholder.
The Registration Rights Agreement
contains customary reciprocal indemnification provisions and will terminate one year following the last day of the final open period as
described above under the heading “Exchange Agreement”.
The Registration Statement
of which this Prospectus forms a part has been filed to provide solely for offerings by the Selling Shareholders upon exercise of the
Demand Registration Right or Piggyback Registration Right.
EXEMPTIVE
RELIEF
Pursuant to a decision document
dated October 18, 2011 issued by the applicable securities regulators, the Company was granted exemptive relief from certain of the
restricted securities requirements in National Instrument 51-102 — Continuous Disclosure Obligations, NI 41-101 and Ontario
Securities Commission Rule 56-501 — Restricted Shares (collectively, the “restricted security provisions”),
including the requirements to refer to the Class A Shares and the Class B Shares using a prescribed restricted security term.
The Class A Shares and Class B Shares may qualify as “restricted securities” under the restricted security provisions
because the Company’s constating documents contain provisions that restrict the voting rights of such securities in any election
of the board of directors of the Company. See “Description of the Class A Shares”.
