SEC Division of Corporation Finance no-action letter: Oaktree Capital Group, LLC

July 10, 2018
Jonathan R. Tuttle, Esq.
Debevoise & Plimpton LLP
801 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Re: In the Matter of Oaktree Capital Management, L.P.
Oaktree Capital Group, LLC – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Tuttle:
This is in response to your letter dated July 10, 2018, written on behalf of Oaktree Capital Group, LLC (“Oaktree”) and constituting an application for relief from Oaktree being considered an “ineligible issuer” under clause (1)(vi) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). Oaktree requests relief from being considered an ineligible issuer under Rule 405, due to the entry on July 10, 2018 of a Commission Order (“Order”) pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) against Oaktree Capital Management, L.P. (“OCM”). The Order requires that, among other things, OCM cease and desist from committing or causing any violations and any future violations of Section 206(4) of the Advisers Act and Rule 206(4)-5 thereunder. Based on the facts and representations in your letter, and assuming OCM complies with the Order, we have determined that Oaktree has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that Oaktree will not be considered an ineligible issuer by reason of the entry of the Order. Accordingly, the relief described above from Oaktree being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance