Title

Presentation

Brookfield Asset Management Inc. misses on earnings expectations. Reported EPS is $0.28 EPS, expectations were $0.32.

Operator: Hello and welcome to the Brookfield Asset Management Limited Second Quarter 2023 Conference Call and Webcast. At this time, all participants are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] I would now like to hand the conference call over to our first speaker, Ms. Suzanne Fleming, Managing Partner. Please go ahead.

Suzanne Fleming: Thank you, operator, and good morning. Welcome to Brookfield Asset Management second quarter 2023 conference call. On the call today are Bruce Flatt, our Chief Executive Officer; Connor Teskey, President of Brookfield Asset Management; and Bahir Manios, our Chief Financial Officer. Bruce will start the call today with opening remarks, followed by Connor who will talk about some of the themes we are focused on, and finally, Bahir will discuss financial and operating results for the business. After our formal comments, we will turn the call over to the operator and take analyst questions. In order to accommodate all those who want to ask questions, we ask that you refrain from asking more than two questions at one time.

If you have additional questions, please rejoin the queue and we will be happy to take any additional questions at the end, if time permits. I’d like to remind you that in today’s comments including in responding to questions and in discussing new initiatives in our financial and operating performance, we may make forward-looking statements, including forward-looking statements within the meaning of applicable Canadian and U.S. laws. These statements reflect predictions of future events and trends and do not relate to historic events. They are subject to known and unknown risks and future events and results may differ materially from such statements. For further information on these risks and their potential impacts on our company, please see our filings with the securities regulators in Canada and the U.S. and the information available on our website.

And with that, I will turn the call over to Bruce.

Bruce Flatt: Thank you, Suzanne, and welcome everyone on the call. Results were strong in the second quarter. We generated fee related earnings of $548 million and distributor earnings of $527 million. Fee related earnings were up 16% year-over-year, excluding performance fees on the back of 12% growth in fee bearing capital to 440 billion, highlighting the significant fundraising that we’ve done over the past year and the stable, predictable nature of the business with nearly 85% of our fee bearing capital being long-term or perpetual in nature. We have been one of the most active managers so far this year demonstrating that our contrarian investment approach and established competitive advantages allow us to put significant sums of capital to work and to monetize assets for our clients, utilizing our competitive advantages.

To put some numbers around the first half of the year, we have committed to investments worth $50 billion, monetized $15 billion of assets and grown assets under management to 850 billion. These are large figures in any six month period, but to achieve this in the current environment truly differentiates our franchise. As we look ahead, we continue to see an attractive investment environment and have a very positive outlook for capital raising. This backdrop should lead to excellent returns for clients in our recently launched fund vintages and in turn should allow us to continue to raise significant amounts of capital. Today, investors are more selective in who they choose to partner with. More and more, they are choosing managers that offer scale funds, flexible co-investments, and access to deals across a diversified range of asset classes and market conditions.

This fits perfectly with our competitive advantages of global scale, deep operating expertise, and diversity of products, as well as significant benefits our clients get by being part of the broader Brookfield ecosystem. Year-to-date, we have had strong capital inflows of 37 billion and expect an acceleration of fundraising in the back half of the year, across our flagship and our complementary strategies. These fundraising efforts alongside the $50 billion of insurance capital, from the recently announced AEL transaction should allow us to raise a record of close to $150 billion of capital this year. And given the pace of activity in the first six months of the year, we continue to be able to deploy a large amount of capital that we are raising in this environment.

With our significant access to global scale capital, we can focus on investing in the asset classes where our franchise is strongly positioned, such as infrastructure, renewable power in transition, and private credit by leveraging our deep relationships with institutional investors and lenders. These advantages are very powerful and in the current market are differentiators. Before handing the call over to Connor, I’ll spend a little time talking about the opportunity we see once again to acquire great real estate for value. We’ve been investing in real estate for over half a century in the Company and investing on behalf of clients since the early 2000. Over that period, in that series of funds, we have acquired nearly $100 billion of properties on behalf of our clients across various economic cycles in every sector.

And our track record is extremely strong with an average annualized gross return of over 20%. In the decades that we have invested in real estate, we have found that volatile markets often present the best opportunities to acquire high quality real estate at exceptional values. Today, we are in environment with higher interest rates, higher inflation, and tightening lender requirements, all of which create uncertainty and pockets of stress in real estate markets globally, particularly though in the U.S. As the current cycle is evolving, this story has become one of stress in the capital markets versus the fundamentals of most asset classes. This bodes well for experienced managers with strong access to capital like us. The strong will get stronger and as always, the weak will go away.

It is worth reminding everyone that fundamentals in most real estate asset classes are very strong. Just a few points, retail centers hit record sales in 2022, record sales in 2022. Premier office rents are at all time highs in most cities. As an example, our South Korean, Dubai and Sao Paulo portfolios are 99% full with all time high rents. Rents for logistics properties grew 11% in 2022. Multi-family rents in the U.S. went up 15% year-over-year. Hotel rooms are full almost everywhere with ADRs ahead of pre-pandemic levels. These strong fundamentals are coupled with a supply side that will provide very little new commercial real estate inventory in the short or even in the medium-term. Land constraints, high material costs and limited financing will keep supply low for quite a while and allow for continued rent growth that should outpace inflation.

The combination of the pockets of stress in capital markets and strong underlying fundamentals with constrain and supply will lead to the best environment we have seen since 2009 to execute on our longstanding investment strategy for real estate, which is to buy high quality assets for value and drive upside through active asset management. Buying great assets with compromised capital structures is always the easiest way to strong returns. I’m going to repeat that one more time. Buying great assets with compromised capital structures is always the easiest way to strong returns. So acquiring great real estate for value is a good start to be able to repeatedly earn excellent returns over the longer term one must also drive operational excellence in a portfolio.

Our operating expertise is based on having people on the ground across the world and decades of experience in all the major real estate sector. Our hands-on approach gives us control over investment outcomes through cycles and is particularly well suited for today’s environment. We have the ability to leverage our global tenant relationships and the Brookfield Ecosystem to great value through our leasing, rental appreciation, refurbishment and redevelopment of properties are nearly 30,000 people in 30 countries dedicated to real estate give us exceptional insights into the market and allow us to see virtually everything in the world. It is during periods of time like now where opportunistic real estate flagship fund series is designed to take advantage of market turbulence.

And we have seen the success of our strategy through multiple cycles. We think the latest vintage, which is our fifth fund, will be an excellent vintage, maybe one of our best. Thank you for your continued support and interest in Brookfield Asset Management. And I’ll turn the call now over to Connor.

Connor Teskey: Thank you Bruce and good morning everyone. As we’ve seen before, dislocated markets create fear among investors, and this uncertainty then creates opportunity for well-prepared and well-positioned market participants who are willing to think differently. Our ability to be contrarian is only possible because of the competitive advantages and insights we derive from the broader Brookfield ecosystem. For example, insights we get from sitting at the table with leading global corporates on their needs for energy, data, infrastructure, real estate and capital. Secondly, the insights we get through the partnerships we’ve developed with the largest and most sophisticated investors, understanding their strategic objectives and gaining visibility into where capital is flowing and where it is not.

And lastly, the insights we get by leveraging the talent of our over 1,000 investment professionals who are sourcing opportunities and sharing feedback on a real time basis. So when asset prices fall out of line with intrinsic value, we can act quickly and decisively. And given the recent market environment, this is exactly what we’ve been doing. This year, we’ve announced agreements to acquire high quality businesses and assets worth $50 billion, making us one of the most active alternative asset managers in the world. But recognizing the value opportunity is only the start. Having the ability to successfully deploy capital in this environment and at this scale stems from several competitive advantages. Notably, we have the ability to raise large sums of capital across diverse sources, our private funds, our public affiliates, and Brookfield’s balance sheet.

In aggregate, we have 80 billion of uncalled fund commitments or 100 billion of capital when including Brookfield Affiliates leaving us with ample dry powder to put to work. We also have strong relationships with the largest lending institutions globally built on a longstanding reputation for prudently funding our businesses, giving us deep access to debt capital to support our acquisitions. This capital at scale enables us to invest in multi-billion dollar opportunities such as the origin and Triton take private transactions we discussed during our first quarter call. Our ecosystem also enables us to be early to identify changing trends in the global macroeconomic environment and shifts in where capital is being directed. It is not an accident that the businesses in which we have built leading global platforms are very much in favor today.

Digitalization is one of these key trends. Years ago, we recognized that data was the world’s fastest growing commodity and it would need significant infrastructure to be processed, transported, and stored. Behind this growth in data, we have been building out our portfolio around fiber, transmission and storage. Recent advancements in cloud computing and AI have only steepened this curve, increasing the demand for data usage going forward. Today, we are well-positioned to be a key enabler for the world’s largest and fastest growing technology companies by both meeting their data center needs and also supplying the huge sums of clean power that are required for increasing levels of advanced computing. In just the second quarter, we committed to acquire businesses collectively valued at $12 billion to meet this digitalization trend.

This includes data for a European data center operator at a value of $4 billion. Compass data centers at approximately $5 billion and Network International, a digital payments leader in the Middle East at a value of $3 billion. And while we have been very active on the deal front, finding attractive opportunities for our clients, we have also been exploring prospects for strategic acquisitions to further expand our asset management platform. Subsequent to the end of the quarter, Brookfield reinsurance announced that it signed an agreement to acquire AEL one of the largest independent annuities providers in the United States. And while Brookfield Asset Management is not committing any capital to the transaction, we are set to benefit in several meaningful ways.

First, we expect to be named the manager for AELs 50 billion of investible capital, which will triple our current insurance fee bearing capital and puts us on track to reach the target of 225 billion of insurance capital that we laid out in our five year plan at last year’s Investor Day. Second, it significantly enhances our ability to organically grow our insurance assets under management in the future. American National is currently BN REIT’s main insurance platform with 4,000 agents today. Combined with AELs capabilities Brookfield Reinsurance can expect comfortably right 10 billion to 12 billion of annuity policies per year, and with some operational and technological enhancement and the support of Brookfield Capital, we believe there is a clear path to get to 15 million to 20 billion of annual annuity policies.

This is a very meaningful figure, as it would signify that in just a few short years since Brookfield Reinsurance first got involved in the business, it would likely be one of the top three annuity providers in the United States. That being said, in our growth targets, we foresee be and retaking additional inorganic growth actions as well. Further, by leveraging BAM’s investment platform, we should be able to deliver premium risk adjusted returns to Brookfield Reinsurance, who in turn can pass those benefits to policyholders, which should only continue to drive more organic growth. Now, let us switch gears and talk about how we allocate insurance capital across BAM. Much of the allocation decision is dictated by understanding the regulatory regime in which each policy is based, meeting appropriate capital charges and liquidity requirements, and matching the duration of the insurance liabilities with the asset mix.

For this, we are in a 25 basis point investment management agreement, or IMA fee for the pool of insurance capital we manage. In this business efficiently allocating assets is equally critical to our overall success as generating strong returns. Overtime building out those capabilities will allow us to further expand our offering to more third-party insurers in addition to Brookfield Reinsurance. We target allocating approximately 40% of our insurance assets into private funds. Today, that number is only 6%. This allocation will take place over the course of a few years, largely based on the timing of our fundraising cycles and new strategies that come online. The 40% of capital that we will allocate to private funds, much of which will be into private credit funds, will generate private fund fees on top of the IMA fee and further drive our FRE growth, and as a reminder, we do all of this without taking exposure to insurance liabilities at Brookfield Asset Management.

While our insurance strategy is still very much in its early days, we believe it will be a large contributor to our overall long-term success and growth. But beyond that, we believe the growing allocation to private credit from insurance combined with our fundraising efforts across both Brookfield and Oaktree will enable us to grow our credit business to as much as 500 billion of assets over the next 5 to 10 years. In fact, private credit will likely be our fastest growing business. Scale of this size is extremely powerful. This large infusion of capital will unlock our ability to do a number of exciting things in our private credit segment. Of course, we’ll be able to scale our funds faster and larger, but it goes well beyond that. We’ll be able to make significant investments into our platform, seed new fund strategies, and grow adjacent businesses.

There is still a lot of white space and private credit, and as the asset class continues to become increasingly important in the overall capital markets landscape. Our focus is to further establish and solidify our position as a leader in this business. I will conclude my remarks by saying that we are very optimistic about our business organic growth prospects due to the broader growth of alternatives and the massive tailwinds driven by private credit as well as the key investment trends of decarbonization, deglobalization, and digitalization that you have heard us talk about before. However, we’ve also demonstrated the power that strategic M&A can have on accelerating our growth significantly. At BAM, we have close to 3 billion of cash on our balance sheet and significant access to additional debt and equity capital.

This gives us the ability to look at a wide range of potential acquisitions that can augment and complement our existing platform and supercharge our future growth. Nothing yet to announce on this front, but with increasing consolidation across our industry, we are actively watching for opportunities. With that, let me turn it over to Bahir to discuss our financial results and operations.

Bahir Manios: Great. Thank you, Connor, and good morning. I’ll cover off four topics on today’s call. First, I’ll discuss our financial results for the second quarter. Second, I’ll provide an operation update focused on our fundraising efforts for the period. Third, I’ll touch on our balance sheet and before I conclude my remarks with an outlook for the business for the remainder of the year. So starting with results, and as Bruce noted in his remarks, they were strong. We reported FRE, fee-related earnings or FRE of $548 million in the quarter or $0.34 per share, which brings our FRE to $2.2 billion for the last 12 months, and that represents growth of 16% to the comparative period. Our distributable earnings, our DE for the quarter was $527 million or $0.32 per share.

This brings our DE to $2.2 billion for the last 12 months, and that represents a 14% increase to the comparative period once you exclude the impact of performance fees that were earned in the comparative period. Fee revenues in the second quarter were in line with the first quarter and up almost 10% from the prior year period. In the second quarter, we saw an increase in base management fees from our infrastructure platform as our permanent capital vehicles market capitalization increased by $1.4 billion. In addition, we benefited from contributions from our newly established infrastructure, semi-liquid strategy and our infrastructure private credit fund, and closes of our fifth flagship infrastructure fund, during the quarter. We also experienced an increase in fee revenues from deployments made by our 10th and 11th opportunistic credit funds, these funds generate fee revenues on invested capital and collectively they deployed $1.7 billion of during the quarter.

These benefits were partially offset by lower fees from our third opportunistic real estate fund that rolled off investment period in the first quarter and consequently, any uncalled capital for that fund is no longer fee bearing. Our margins for the quarter were 56% in line with the first quarter of the year. We’ve made meaningful investments over the past year to enhance our platform, which positions us to capture many of the growth opportunities ahead that we’ve discussed. In the last 18 months, we’ve hired over 200 investment professionals across our businesses and significantly bolstered our fundraising organization, which includes the continued build out of our private wealth channel. We believe that the bulk of the necessary investments have been made.

This will enable us to start to demonstrate the operating leverage inherent in our business through margin expansion, which we expect to start benefiting our earnings as early as 2024 and for the years to come. With that, as a recap on our financial results, I’ll touch on our fundraising efforts for the period. Overall, we’ve raised $37 billion of capital in 2023, thus far. In infrastructure, the fifth vintage of our flagship fund currently stands at 27 billion of capital raised to date. We expect to close on additional commitments before a final close later this year, making this the largest infrastructure drawdown fund ever raised. Additionally, we’ve received strong support from investors on the third vintage of our infrastructure debt fund, which is closed on over $4 billion of commitments to date surpassing our initial targets.

We expect the final close on this fund later this year as well at a fund size above 5 billion, making this fund almost 60% larger than its predecessor. Sticking with the theme of private credit, we raised the further $7 billion of capital for our two marquee strategies managed within Oaktree. This included $4 billion raised for our 12th opportunistic credit fund and over 3 billion for the first close of their direct lending fund. And lastly, our nearly 150 person team dedicated to Brookfield Oaktree Wealth Solutions continues to make good progress on a number of fronts as our capabilities, especially in real estate infrastructure and private credit, continue to resonate with wealth investors across all regions. During the quarter, we announced an agreement with Fidelity Investments Canada to manage a newly formed portfolio of high quality Canadian real estate assets on behalf of Fidelity private wealth clients.

Similarly, our open-ended private infrastructure offering continues to receive strong support from investors. We launched a fund in February with a select group of distribution partners outside of North America and have raised an excess of $1.3 billion to date. Later this year, we’ll launch an additional jurisdiction and expect to further acceleration of this growth. Additionally, year-to-date, we’ve also nearly raised $3 billion in the various Oaktree strategies being distributed within our private wealth channel. These inflows have contributed to growth in our fee bearing capital, which currently stands at 440 billion, and that’s up 12% over the last 12 months, benefiting from first $74 billion of fundraising completed across the organization; second, an increase in the market cap of our permanent capital vehicles, specifically our infrastructure vehicle, Brookfield Infrastructure Partners; and lastly, strong deployment across the number of our credit funds and insurance inflows.

I will now quickly touch on our strong liquidity position. As of June 30, 2023 BAM’s balance sheet contained no debt, and approximately $3 billion of cash and equivalence that we will utilize for strategic purposes when appropriate. Pivoting now to future outlook, we anticipate capital raising to accelerate in the second half of the year, and our expectation is that we will conclude 2023 with a record level of close to $150 billion of total inflows, which is expected to drive very meaningful growth to our fee related and distributable earnings for 2024 and beyond. I will touch briefly on a number of the key or largest initiatives that are currently underway. This includes a first close for the fifth vintage of our opportunistic real estate flagship, and for the second vintage of our global transition fund.

Bruce provided the backdrop for opportunistic real estate in his remarks. But as it relates to transition, our fundraising for the current vintage is off to a strong start. While we’re still early in the process, we expect strong re-ups and are broadening our reach to a larger group of clients as investing in the energy transition is now much more accepted in the market. We’re also benefiting from the successful deployment track record of our first fund given its confidence that this vintage will be larger than the first. In private credit, our marquee Oaktree brand is well placed to benefit from the current market uncertainty, scarcity of capital, rising rates, and forced selling. The 12th vintage of our opportunistic credit fund, along with our newly launched private lending strategy, have collectively raised $7 billion of capital to date, and we expect to raise an additional $20 billion over the next 12 months.

Pulled back by traditional lenders is opening the window for more capital deployment at strong risk adjusted returns. In addition to these flagship funds, we have a number of other complimentary strategies that are in the market and expect those to contribute quite meaningfully to our overall fundraising targets. And lastly, as Connor noted in his remarks with the upcoming closing of the AEL acquisition by Brookfield Corporations Insurance Business, BAM is expected to see $50 billion of additional insurance capital inflows. Finally, before we open it up for questions, I am pleased to report that the Board of Directors of Brookfield Asset Management has declared a quarterly dividend of $0.32 per share, payable on September 29, 2023, to shareholders of record as of the close of business on August 31st.

And that wraps up our prepared remarks for this morning. Thank you for joining the call and we’ll open it up for questions. Operator?

Operator: [Operator Instructions] And our first question comes from the line of Cherilyn Radbourne with TD Cowen.

Cherilyn Radbourne: My first question is with respect to the retrenchment going on in the banking sector. I was hoping you could talk about the potential for BAM to collaborate with your banking partners by effectively providing an external balance sheet to them. And just touch on what you consider to be BAM’s competitive advantages to be the partner of choice in those situations?

Bruce Flatt: Thanks, Cherilyn. You’re absolutely right. When people think about the opportunities in the growth in private credit, their minds immediately go to direct lending in lieu of the banks, but we see a tremendous opportunity to be viewed as a partner to the banks. And a lot of people assume that just means that through our different platforms, we might buy loans from the banks. But the real opportunity would be to jointly lend alongside of them. And with our various funds and with our insurance capital, we could look to help those banks deploy more capital to their clients, while also servicing our pools of capital, particularly our insurance clients. And where our competitive advantage comes from is really two things.

One, the obvious one is our depth and scale of capital. It makes us the partner of choice for these banks because we can stand alongside them at a size that is of interest in all the major markets around the world. But perhaps more importantly, we have been working with these banks for decades. We are well known to them. We are partners in many of our businesses already. And it’s that familiarity with how we like to invest and how we conduct our operations. That really puts us in the pole position for these types of partnerships.

Cherilyn Radbourne: And then secondly, with respect to BGTF II, I was hoping you could give some more color on how the market interest for that product has evolved. How important the deployment track record of the first fund is to that, as well as the extent to which clients are differentiating between transition funds versus what might be best called green funds?

Bruce Flatt: Certainly. So, a few things to unpack there, first and foremost, when we think of the fundraising environment for BGTF II versus BGTF I from a macro perspective, I don’t think there’s any debate that the trends around decarbonization have done nothing but accelerate for the last three years and therefore the market opportunity is bigger and that is obviously of interest to our clients. But when we think more specifically to the fund itself, I think there’s probably three things to highlight. Even though we raised quite a substantial fund, $15 billion for BGTF I, it was in fact a first time fund. And despite our deep expertise and capabilities in the space, a number of investors were restricted from first time funds or limited in the amount they could invest.

And we’ve certainly seen any of those restrictions removed as we move to BGTF II. So said another way, we expect to have a much larger number of LPs in this fund. The second thing that has changed over that time period is many of our customers, many of our clients, they now have a dedicated allocation towards transition investing or decarbonization investing. Very few of our clients had that dedicated capital allocation three years ago. And then the last point to be made is exactly the one you were talking about, particularly for the investors in BGTF I, the feedback hasn’t been incredibly positive and not only what we invested in, how we stuck within the mandate, but also the very attractive value entry points we were able to secure in that fund and our ability to do that going forward.

So we expect significant re-ups as well. And then lastly to the final part of your question, how does positioning BGTF as a transition fund versus a green fund? We would take the position and suggest that it is very well adopted, that increasingly people understand that the right way to invest in decarbonization is not only to invest in what is perfectly green and clean and pristine. But be able to one, invest in the build out of renewables and other decarbonization solutions, but equally the ability to invest in carbon intensive, but leading industries and be a capital provider and an operating partner to those businesses to help them transition to more sustainable business models. That’s what BGTF does and I think across the landscape, it’s pretty universally accepted that that is; one, a large; two attractive; and three probably the most rapidly growing opportunity set and one that we think we’re well positioned for BGTF II.

Operator: Thank you. One moment please for our next question. Our next question comes from the line of Alexander Blostein with Goldman Sachs.

Alexander Blostein: So, I was hoping to start with a question on insurance initiatives, remains a big part of the story for you guys, obviously with the AEL deal on the comm. You talked about earning 25 basis points on the IMA and then taking the book closer to 40% invested into private funds over time. So, a couple of questions around that, I guess why is 40 the right number? It seems a little higher than what we’ve seen with some of the other players, so maybe your confidence level that that’s appropriate? Over what timeframe, I heard you say couple of years, but any more specificity there would be helpful? And then ultimately when it comes to capabilities, we’ve seen insurance companies allocate more to things like asset backed finance and really kind of investment grade replacement as opposed to distressed and direct lending, which is more of the Oaktree business so your ability to really satisfy the need across the existing sort of strategies to get to the 40%?

Bruce Flatt: Thanks Alex, maybe to take that in part. In terms of why is 40% the right level? Apologies for being redundant, but just to make the point again, so much of investing and managing insurance capital is appropriately matching that capital based on the regulatory requirements and the duration of the assets versus the insurance liabilities. And therefore, when we look at what we can do within our funds, the reason why we think 40% is the right level is because across both Brookfield and Oaktree, we probably have a more diverse set of funds than many of our peers to invest across different forms of credit products that are suitable to insurance. And it’s probably that breadth of credit offerings that allow us to have that more heightened number in our funds.

And then the second thing you mentioned, appreciate you framing the question that way. We’re obviously very focused and see a tremendous opportunity in expanding our private credit business. And I think where most people’s heads go when you say private credit is investing in leverage finance or mez debt or other forms of opportunistic credit. The real opportunity here and why it pairs so well with insurance is insurance can invest across a much wider set of credit products. And in fact, investing across a wider set of credit products is beneficial because that diversity is helpful in investing across different credit products that are in no way correlated. So, as we look to build that platform out, we’re going to look at a lot of the things you said, asset backed finance, senior loans, equipment finance, direct lending into high quality, corporates.

We’re seeing tremendous opportunities today, right now in real estate credit, as we’re seeing some of the regional banks pull back from that market. So, I would say it’s the depth of our funds and the different types of credit that are going to allow us to expand.

Bahir Manios: Hi, Alex, it’s Bahir, one of your questions was with respect to how long it takes and maybe I can give color on the existing portfolio today. So, we manage circa $25 billion today of insurance capital. We’ve already committed 30% of that, in fact maybe, probably a little bit higher to a whole bunch of credit strategies. But only 1.5 billion of that has been invested to date. So the movement in fee bearing capital has not been all that material, but that’s going to come in the next two to three years, because we get paid, as you know, on our predominantly on our credit strategies. We get paid as we invest the capital versus commit to it. So, we’ve already made the commitments and we’ll expect meaningful contributions coming up in the next two to three years.

Just to give you a bit of flavor, we made meaningful contributions or commitments to our infrastructure and real estate finance debt funds, our structured equity fund, BSI, Oaktree lending partners that we spoke about, and one of our consumer finance businesses. And that’s going to be sort of how this will all play out going forward once we also close on the a AEL capital, which is the roughly $50 billion we talk about.

Alexander Blostein: Bahir may be staying with you for my second question. I was hoping we can double click a little more into the FRE margin discussion. And it was helpful to hear your perspective that you expect the scaling and the business to pick up as we look out into 2024. But I guess if we look at over the last 12 months, revenues are up 17%, give or take with effectively no operating leverage, and you guys are running well below your 60% margin target, I think you’re at 56% for this quarter. So, understanding that I think Oaktree is a big drag within that, given they’re building out various capacities and various capabilities. But as you’re thinking about the path back to that 60-ish percent number, I guess A, is that the right number?

Maybe a little more color in terms of the timeframe of you sort of getting there. And when it comes to Oaktree specifically, are there opportunities to better leverage Brookfield scale and footprint in order to bring their margin closer to what I would say is more of an industry standard, when it comes to other credit centric platforms? So I think they’re at around 30-ish percent margin now, if you look at other kind of more credit centric platforms that are north of 40. Is that kind of the goalpost or how should we think about the scaling effect here? Thanks.

Bahir Manios: Look, we have made again as per my remarks, a considerable amount of investment in the business over the last 18 months. We’ve added 200 investment professionals. In total, we’ve added 500 corporate professionals. We’ve in advance of raising our direct lending fund. We’ve made considerable investments there. Also on the transition front, that’s a newer strategy. So, we’ve made a lot of investment there in addition to secondary that’s across real estate infrastructure and private equity. And today, those don’t really contribute meaningfully to our revenues. But we’ve done a great job building out those capabilities and in addition to that also our fundraising organization continues to grow and also our private wealth channel.

So a lot of investment has been made to date, both on the Brookfield and on the Oaktree side of the business. It’s resulted in our costs going up higher than revenues, that was expected, just given the amount of investment that we had to do. But look it’s, we’re in August now. We’re wealth through our planning season and we think that the majority of that investment has been done. And now we’re just going to wait and sit back and see and wait for the revenues to come in. And you’re really going to see that operating leverage come through and the cost shouldn’t be increasing at the rate they’ve been increasing, starting in next year. So I would expect margins to expand starting in 2020, in fact in the fourth quarter going into 2024. And that’s going to happen both at Brookfield and on the Oaktree side.

And with just respect to the question on Oaktree, the margins have been lower than in previous years. That’s a bit transitional. They’ve had a number of funds come off their investment period, so some of that has impacted revenues. They’ve been adding a lot, they’ve been investing a lot in the business, but also consistent with the Brookfield theme. Once they get Opps XII raise, once they get OLP done and they’re doing a whole bunch of fantastic stuff across their organization, you’re going to see that margin pick up well into the mid to high 30s going forward. It might just take a bit of time, but on the Oaktree, there’s no real operational issues here. It’s just that 2023 we just had a bit of transient on or transitional issues, if I can use those terms.

Operator: Thank you. One moment please for our next question. Our next question comes from the line of Geoff Kwan with RBC Capital Markets.

Geoff Kwan: Just wanted to ask on the fundraising side, so you’ve talked about $37 billion raise this year, if exclude the 50 billion from AEL, how should we think about in terms of the key moving parts of getting to that a 100 billion? I think here you mentioned the 20 billion that you’re expecting from opportunistic and credit and direct lending for the remainder of this year. I don’t know if it’s this year, next 12 months, but if you can maybe give a little bit more insight as to maybe the potential size of some of the larger funds that would contribute getting to that a $100 billion target?

Bruce Flatt: Thanks, Geoff. Yes, I can certainly provide some color and maybe Connor is going to chime in. But look, we’ve got about $60 billion or so, $65 billion or so to go. We’re pleased with what we’ve done year-to-date. We’re coming into the year. We’ve always known that our fundraising efforts are going to be backend loaded. So look, we’ve got all, six flagships are out in the market, two of them being very, very progress being BIF and BCP. They’ll start — they’ll also contribute a small amount for the remainder of the year. The big ones are going to be BGTF and BSREP and there you heard our remarks, we continue to be very bullish on our fundraising prospects for those funds. And then for the two credit funds that you noted, we do expect to raise $20 billion, but I think you also noted Geoff that’s over 12 months.

That number is going to be anywhere between 10 billion to 15 billion for the remainder of the year. So, our expectation is just those flagships alone that are out there already, where we’re having material conversations with clients, making lots of good progress and getting such a positive reception from our clients. Those alone will contribute to 50% of that $60 billion or so that we expect to raise for the balance of the year. In addition to that, we’ve got a whole bunch of complimentary strategies that are we’re also out with. We talked about bid in my remarks, the infrastructure debt fund. We got our structured equity fund. We got the fidelity, the NAV lending business that we have in addition to a whole number of strategies. Those will contribute to about 15% of that number.

We’ve got a bunch of also known co-investments. So, these are some of the transactions or most of the transactions that Connor alluded to in his remarks. Those are such sizable deals and what differentiates us is that we’re able to do this a lot of times in partnership with some of our larger LPs. And we’ve got a lot of or significant co-investments that are already known that are we expect to close on in the next six months or so. In addition to that, there’s also insurance flows that we expect to get in outside of the AEL $50 billion acquisition. So that’s the color I’d give. We’ve got about 60 billion to 65 billion. We feel like this line of sight to getting to that number by year-end is really good, and yes, we’ll see it goes in the second half.

Geoff Kwan: And, sorry, just before I ask my second question, but here, just to confirm, you were saying about 50% of that remainder amount would come from the flagship funds?

Bruce Flatt: That’s right, 50% of that delta to get to a 100 billion.

Geoff Kwan: And then my second question is, I know, it’s early days on fundraising for BSREP V, but just wondering if you’re able to summarize at least the nature of the conversations and feedback and interest that you’ve had from LPs? And any sort of in insights you can share in terms of on asset mix, if that’s might change much versus Fund IV?

Bruce Flatt: Certainly, and thanks Jeff. What we would say there is a comment we’ve made before that is perhaps more true today than it was three months ago, which is, real estate is absolutely not going anywhere as a sector. And increasingly in this environment, this has the potential to be one of the best vintages for our opportunistic real estate strategy, just given the uncertainty in real estate markets. And what I would say kind of piggybacks on what Bruce mentioned in his prepared remarks, which is, underlying fundamentals are actually quite strong across almost all major real estate asset classes. What there is simply a shortage of is capital, and this is one of the key things that our large scale fund strategy can provide.

So, the overarching message has certainly been that this is the perfect time for opportunistic real estate. And what I would say is the adoption of that view is happening very, very rapidly in the current market. People were sensing that at the beginning part of the year, but anyone that didn’t have that view is quickly coming on side, and we’re seeing that in the momentum around fundraising.

Operator: Thank you. One moment please for our next question. Our next question comes from the line of Mario Saric with Scotia Bank.

Mario Saric: I wanted to talk about kind of the broader industry, and there have been some articles about fee pressure or discounting taking place despite kind of face rates on funds remaining intact. So I kind of longer fee holiday periods, larger co-investment rights, et cetera. Are you seeing any of that in your flagship fundraising today? And perhaps which kind of type of product are you seeing the least amount of pressure versus where you’re seeing a bit of pressure?

Connor Teskey: Thanks, Mario. To put it bluntly, no, I think scaled managers with strong performance, strong track record leadership positions. Those aren’t the ones feeling the pressure. And I think we’re quite fortunate to have leading platforms across all our core asset classes. I candidly, I expect where that narrative is coming from is smaller or less scaled managers who are doing what they need to, to break into the space. Maybe just to add one more comment on that is, one of the things that we are able to do with our largest clients is not only pursue the largest investments in the fund, but work with those clients to come in as co-underwriters or co-investors on large transactions. And that is really a unique thing that we are able to offer to our largest institutional partners around the world. And that really, I think helps, insulate us from, maybe some of the fee pressure that that other managers might be feeling.

Mario Saric: And maybe a quick follow-up before I ask my second question, Connor, where would you rank the absolute fee rate or the base fee rate? Like where would that rank as a factor amongst your LPs in their decision making process with respect to the fund managers that choose?

Connor Teskey: Certainly, it’s a good question, Mario and I maybe answer it differently. When we have our — we haven’t adjusted our fee schedules on our flagship products, certainly not in recent years. I would say they’ve been consistent over a number of vintages now. And really when people are, when we’re engaging with both existing partners and potential new partners in our fund, the question isn’t about fee rates, it’s about performance. How are you differentiated and what can you offer me as a manager? Things like co-write, co-invest, sharing of knowledge. And we would like to think we differentiate ourselves on those things. So, we don’t need to compete on fees. I would say our fee schedules are consistent and both ourselves and our partners focus on the other criteria first and foremost.

Mario Saric: And my second question, just coming back to the discussion on real estate and perhaps seeing the best opportunity that you’ve seen going back to the GFC, but it has been in real estate for a very long time? And Connor, you mentioned that the mindset for LP investors is starting to shift today in terms of concerns or evaluation kind of outlook to allocating capital in search of value. Like how long does that mindset shift typically take? Is it six months? Is it closer to two years? And like where in that cycle would you say the LP mindset is today?

Bruce Flatt: I’d say the following. Firstly just to reiterate what Connor just said, 80% of properties of the real estate space, which is a lot, have fundamentals that are really good. So, the issue in real estate largely isn’t fundamentals. Fundamentals are actually really good in a lot of things. There are some things they’re not, probably 20% of it on the fundamental side, I would say traditional not premium office or office in some cities is not so good, bad retail is not so good. So there is real estate that doesn’t have good fundamentals, but 80% of it does have good fundamentals. Really what the situation today is that the financing structures given the increase in interest rates, if people were ill prepared or unlucky with financing structures that is where the opportunity is going to come.

And I think you’re just seeing funding markets opening in both buyout and in real estate, and that’s cracking open again. And you will start to see both on the buyout side, loans over the next two, three years. Either people won’t be able to pay their interest in buyouts or they won’t be able to pay their interest on some real estate, therefore, the capital structures have to get fixed. And I would say that I don’t know what the time period is, but over the next 12, 18 months, you’re going to see some very significant or very interesting transactions happen by us or others, hopefully us. And then people will say, we hit the bottom of the market and the opportunity is now. And I think that’s going to occur and the real importance of me saying upfront of 80% fundamentally as good is the greatest and easiest way to make money in either buying businesses or real estate is to buy great businesses with bad capital structures.

It’s hard work buying tough assets and reworking them. We do that too, but it’s hard work. What’s really lucrative is when you can buy great assets at discount prices just because they have bad capital structures. And I think we’re going to see that both on the private equity side and in real estate over the next 18 months.

Mario Saric: One clarification, if I may. The comment on BSREP IV maybe being your best ever given a current environment, is that comment pertaining to the size of the fund or the potential returns, or both?

Bruce Flatt: Let’s hope it’s both.

Operator: Thank you. One moment please for our next question. Our next question comes from the line of Kenneth Worthington with JP Morgan.

Kenneth Worthington: First with a numbers question, it seems like the pace of deployment across your asset classes continues to be quite solid. If we look at the most recent vintages — sorry, most recent vintage of your flagship funds, can you share with us the percentage of capital invested for the four flagships being BIF V, the transition fund, BCP VI, and BSREP IV?

Bruce Flatt: Sure. So, we’ll run through these quickly. On BCP V, we are more than 50% deployed. And the pace there continues to benefit from very strong themes, particularly across digitization. On BGTF, we are over 85% deployed or committed, and that is why we are out in the market on BGTF II. On BCP, we are more than 70% deployed in BCP V. And in BCP VI, we have three investments to-date. So, I would say that one’s a little bit more modest, maybe 20% to 30%. And the last one BSREP IV, we do not yet have deployment in that fund.

Kenneth Worthington: And then maybe following up on Alex’s margin question, Brookfield goal is to triple insurance assets following the completion of AEL. Given your and Oaktree’s existing resources and investments, what is the current capacity to manage another 150 billion to 200 billion through IMAs funds and separate accounts sort of getting to the insurance company’s goals here? And maybe asked another way, are the incremental insurance investment dollars coming in to be managed by BAM, particularly high margin given the comments of the investments that you’ve been making?

Bruce Flatt: Certainly, so, what we would say is, and it does kind of pair with what Bahir had mentioned before about investments into our platform, similar to how we’ve enhanced the investment team and enhanced the fundraising team. We’ve equally deployed significant capital and resources into enhancing the insurance capabilities within the firm. Obviously, if we continue to expand very dramatically as we have in the past, we will continue to scale those capabilities as well, but I would say we’re very well positioned to manage what we’ve taken on to date. And if we do see greater opportunities to expand the platform going forward, it would be incremental growth in line with additional capital we’ve taken on.

Operator: Thank you. One moment please for our next question. Our next question comes from the line of Brian Bedell with Deutsche Bank.

Brian Bedell: Maybe just a two-parter on the transition fund. Just first on the timing of number two. Are there any incentives for the LPs to get into that first close or does it make sense that maybe some would push out to next year? And what kind of portion of a typical fundraise would you see in that first close, I know the first one was very, was very good in its first close given they were, they got some incentives to sign up for a first time fund? And then on transition debt financing, obviously that’s becoming another very important asset class within transition. And just, I guess, what’s the appetite to launch a dedicated transition debt fund like you have for the infra debt?

Bruce Flatt: Perfect. So, two comments, I would say with all of our flagships, it’s very typical to off for a first close discount and transition as one of our largest funds is no different than any of our other flagships. And what I would say about our transition fundraising is when we launched b BGTF I, there was a very significant amount of education in the market at the time given it was a new strategy and a relatively new asset class. I would expect BGTF II to have a fundraising that looks very similar to most of our flagships that we do across all of our verticals. The second question you asked very topical, and what I would say is when people think about transition lending. You can largely put it in two buckets. One is senior or high quality lending to proven large scale decarbonization asset classes like renewables.

And we do that through bid today and obviously there’s tremendous demand for that product. Bid has already closed $4 billion for its current fundraise versus a previous vintage of 2.7. So that’s very representative of the scale that we are seeing. In terms of new decarbonization asset classes that are looking to scale, that are perhaps less proven that commercial constructs or less mature or less robust. Those don’t necessarily lend themselves to direct credit lending. It often is more of a structured type solution and would fit things like our BSI or BSS strategies. So, we certainly have all those opportunities covered with our leading transition franchise. We’re seeing those opportunities. The vast majority of them will continue to do through bid as we have in the past, and that’s why we’re seeing that fund scale and size very materially.

Brian Bedell: And then just housekeeping one on the 40 billion of assets that are not currently earning fees projected to earn about 400 million annually when deployed or when it moves into fee bearing capital, do you have a sense of timing of that 40 billion moving into the fee bearing stream?

Bruce Flatt: Two years time.

Operator: Thank you. I would now like to hand the call back over to managing partner, Suzanne Fleming, for closing remarks.

Suzanne Fleming: Thank you, operator. And before we end the call, I want to mention that we look forward to seeing many of you at our investor day, which will be held in on September 12th in New York. And with that, we’ll end the call. Thank you for joining us.

Operator: This concludes today’s conference call. Thank you for participating and you may now disconnect.