Brookfield Asset Management Ltd. — Combination C-2026/04/1415

Notice under Section 6(2) of the Competition Act, 2002 jointly given by Brookfield Asset Management Ltd., Brookfield Wealth Solutions Ltd., Atlas Top Sub I Splitter LP and Exchange LP

CORAM:

Ms. Ravneet Kaur Chairperson

Ms. Sweta Kakkad Member

Mr. Deepak Anurag Member

Order under Section 31(1) of the Competition Act, 2002

1. On 27th April 2026, the Competition Commission of India (Commission) received a notice (Notice) under Section 6(2) of the Competition Act, 2002 (Act) given by Brookfield Asset Management Ltd. (BAM/Acquirer). The Notice was filed pursuant to the execution of Transaction Agreement dated 14th April 2026 amongst (i) Acquisition Z (2026) LP (Acquisition LP), (ii) Atlas Top Sub I Splitter LP (Splitter LP), (iii) Exchange LP, (iv) Oaktree Capital Holdings, LLC (OCH), (v) BAM, (vi) Brookfield Corporation (BN), (vii) Brookfield Oaktree Holdings, LLC (BOH), (viii) Oaktree Capital Group Holdings, L.P. (OCGH/Target 1), (ix) Oaktree Equity Plan, L.P. (OEP/Target 2), (x) Oaktree Equity Plan II, L.P. (OEP II), (xi) Oaktree Capital Group Holdings GP, LLC (OCGH GP) and (xii) the general partner of each partnership (as a representative of the limited partners of OEP, OEP II, and OCGH) [hereinafter, BN, together with its affiliates, including BAM, are referred to as ‘Brookfield’].

2. Brookfield currently indirectly has: (i) approximately 74% economic interests in the Oaktree (defined below) operating group of entities (Oaktree Operating Companies/OOCs1); (ii) approximately 22% voting interests in the Oaktree Operating Companies; and (iii) joint control of the general partners of the Oaktree Operating Companies. It is submitted in the Notice that ultimately, pursuant to the Proposed Combination, Brookfield will indirectly: (i) increase its economic interests in the Oaktree Operating Companies to 100%; (ii) increase its voting interests in the Oaktree Operating Companies to 100%; and (iii) control 100% of the general partners of the Oaktree Operating Companies. As such, Brookfield will 100% own and solely control the Oaktree Operating Companies.

3. The Proposed Combination will be effected by Brookfield indirectly acquiring all of the units of OCGH and OEP which own interests in BOH, OCH and/or OOCs (together with BOH and OCH, ‘Oaktree’) that Brookfield does not currently own. Thus, the Proposed Combination results in a change from joint to sole control of the OOCs by Brookfield. Vide its submissions dated 23rd June 2026, it was submitted that Brookfield Wealth Solutions Ltd. (BWS) will acquire certain economic interest in the OOCs.

4. In terms of Regulation 14 of the Competition Commission of India (Combinations) Regulations, 2024 vide letter dated 11th May 2026, certain information and clarifications were sought from the Acquirer. The Acquirer submitted the response dated 18th May 2026 and 19th May 2026. Since the response was not complete, another letter was issued on 2nd June 2026, and the response dated 23rd June 2026 was submitted by the Acquirer after seeking an extension of time. As the response was not complete, another letter was issued on 2nd July 2026, and the response dated 4th July 2026 was submitted by the 1 The group of Oaktree Operating Companies is comprised of the following entities: (a) Oaktree Capital I, L.P.; (b) Oaktree Capital Management (Cayman), L.P.; (c) Oaktree Capital II, L.P.; (d) Oaktree AIF Investments, L.P.; (e) Oaktree Capital Management, L.P.; and (f) Oaktree Investment Holdings, L.P.

Acquirer. Acquirer, vide communications dated 1st June 2026, 25th June 2026 and 14th July 2026, has also made certain voluntary submissions.

5. In response to the letter dated 2nd June 2026, BWS, Splitter LP, and Exchange LP became the notifying parties by furnishing relevant documents [hereinafter, BWS, Splitter LP, Exchange LP are referred to as ‘New Notifying Parties’ and the New Notifying Parties and Acquirer are collectively referred to as ‘Notifying Parties’. Further, Notifying Parties, Target 1, and Target 2 are collectively referred to as ‘Parties’].

6. The Acquirer is an alternative asset manager, and its Class A Limited Voting Shares are co-listed on the New York Stock Exchange and the Toronto Stock Exchange. BAM is controlled by BN. BN is a public company, and its Class A Limited Voting Shares are co-listed on the New York Stock Exchange and the Toronto Stock Exchange.

7. Brookfield is a global investment firm that deploys pools of discretionary capital for investors across its core businesses, including its asset management business and its operating businesses focused mainly on renewable power and transition, infrastructure, private equity, and real estate, as well as corporate credit, real assets and listed equities, and aviation leasing and specialty finance (through Brookfield’s stake in Castlelake LP (Castlelake)). In India, its investment focus is on real estate, infrastructure, renewable power, and private equity, including the commercial real estate sector.

8. BWS is an investment-led insurance organisation focused on a range of retirement services, wealth protection products and tailored capital solutions. It offers a broad range of insurance products and services, including retail and institutional annuities, commercial property and casualty insurance and reinsurance. BWS operates in several countries but has no presence or operations in India.

9. Exchange LP, incorporated in Delaware, is a post-closing vehicle assisting BAM in acquiring interests in the Oaktree Operating Companies. It is recently incorporated and does not have any business activities worldwide and/or in India.

10. Splitter LP is also incorporated in Delaware and is incorporated recently for the purpose of the Proposed Combination. It does not have any business activities worldwide and/or in India.

11. It is submitted that both Exchange LP and Splitter LP are indirectly solely owned and controlled by BN and/or BAM.

12. It is submitted that OCGH and OEP are Delaware limited partnerships. OEP and OCGH are the vehicles through which current and former senior executives and employees of Oaktree hold their economic interests in the OOCs. OCGH and OEP are both solely controlled by OCGH GP, all of which are primarily holding companies that do not conduct substantive business operations. OCGH GP is a non-economic entity and is solely owned and controlled by the senior executives of Oaktree.

13. Oaktree is a global alternative investment management firm. Oaktree’s principal investment focus is on corporate credit strategies. Oaktree’s asset mix is broadly split between credit, private equity, real assets, and listed equities. Oaktree has been an active investor in India’s private credit market, deploying USD 4 billion since 2018.

14. It is submitted that for the purpose of assessment of overlaps, Notifying Parties have considered business activities of Oaktree (including its affiliates) on one hand and (a) Brookfield (including its affiliates) and (b) BWS (including its affiliates) on the other hand.

15. With regard to horizontal overlaps, it is submitted that at the broad level, the Parties are present in the market for provision of Asset Management Services (AMS) in India (AMS Market). At the narrow level, based on category of customers, the Parties exhibit overlap in the segment for provision of AMS to retail clients and to institutional clients. Further, based on the fund type, the Parties also exhibit overlap in AMS Market’s narrow segment of private equity investments in India.

16. At the affiliates/portfolio companies’ level, it is submitted that Brookfield, through Castlelake Aviation, is engaged in the provision of financing, leasing and servicing solutions for commercial aviation assets and Oaktree’s Azorra Aviation is a commercial aircraft lessor engaged in the provision of aircraft leasing, financing and asset management solutions, with focus on regional, crossover and small narrow-body aircraft. It is submitted that aircraft operating leases can be categorised as dry leasing, wet leasing, and damp leasing. Dry leasing involves the leasing of an aircraft without any accompanying crew, maintenance, or insurance services. The lessee assumes full operational responsibility for the operations of the aircraft, including providing its own crew, maintenance, and insurance. A wet lease involves leasing an aircraft with its crew, maintenance, and insurance provided by the lessor; and a damp lease constitutes a hybrid between a dry and wet lease. It involves the provision of an aircraft with a partial crew and support services. Therefore, it is submitted that within the aircraft operating lease market, there exists a distinct market based on the scope of services bundled with the leased aircraft. Accordingly, in the instant case, the Parties exhibit horizontal overlap in the market for provision of dry leasing services of aircraft in India.

17. With regard to vertical overlaps, the Parties have identified the following potential linkages: a. Potential Vertical Linkage 1: Oaktree [through Antelopus Selan Energy Limited] is engaged in the upstream market of production and supply of natural gas in India and Brookfield [through Pipeline Infrastructure Limited] is engaged in the downstream market of transportation of natural gas in India;

b. Potential Vertical Linkage 2: Brookfield [through Trimco Group] is engaged in the upstream market of brand identity solutions in India, and Oaktree (through Fitness First Luxembourg S.C.A./ Curefit Healthcare Private Limited/ Cultsport Private Limited) is engaged in the downstream market of apparel, footwear, and accessories in India, which can be further segmented into the fitness apparel segment in India.

18. The Commission decided to leave the delineation of the relevant market open, as it was observed that the Proposed Combination is not likely to cause appreciable adverse effect on competition in the aforesaid relevant markets in India.

19. Based on the submissions of the Parties, the Commission noted that the combined and incremental market share of the Parties in the AMS Market and its respective segments, in terms of value, is in the range of [0-5]%. Further, the combined and incremental market share of the Parties in the provision of dry leasing services of aircraft in India, in terms of volume (number of aircraft leased), is in the range of [0-5]%.

20. With regard to vertical overlaps, the Commission observed that the market share of respective entities in both upstream and downstream market in potential vertical linkage 1, in terms of volume, is in the range of [0-5]% respectively; and the market share of respective entities in both upstream and downstream market in potential vertical linkage 2, in terms of value, is in the range of [0-5]%. Further, it appears that there is no ability and incentive to foreclose competition in the aforesaid markets to cause competition concerns.

21. Considering the material on record, including the details provided in the Notice and the assessment of the Proposed Combination based on the factors stated in Section 20(4) of the Act, the Commission is of the opinion that the Proposed Combination is not likely to have appreciable adverse effect on competition in India. Therefore, the Commission approves the Proposed Combination under Section 31(1) of the Act.

22. This order may be revoked if, at any time, the information provided by the Notifying Parties is found to be incorrect.

23. The information provided by the Notifying Parties shall be treated as confidential in terms of and subject to the provisions of Section 57 of the Act.

24. The Secretary is directed to communicate to the Notifying Parties accordingly.