BROOKFIELD Corp 6-K, filed Nov 23, 2022
BROOKFIELD Corp (BN)
About this 6-K
BROOKFIELD Corp filed this 6-K on November 23, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2022
Commission file number 001-15160
BROOKFIELD ASSET MANAGEMENT INC.
(Exact name of Registrant as specified in its charter)
Suite 100, Brookfield Place,
181 Bay Street
Toronto, Ontario M5J 2T3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
The following documents, which is attached as exhibits hereto, are incorporated by reference herein:
| Exhibit |
Title | |
| 99.1 | Press Release dated November 22, 2022 | |
| 99.2 | Listing Process Q&A | |
SIGNATURES
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, thereunto duly authorized.
| BROOKFIELD ASSET MANAGEMENT INC. | ||||||
| Date: November 22, 2022 | By: | /s/ Kathy Sarpash | ||||
| Name: Kathy Sarpash | ||||||
| Title: Senior Vice President | ||||||
Exhibit 99.1
|
|
Record Date is set for the
Distribution of 25% Interest in Brookfield’s Asset Management
Business
All material approvals have been received and the
Manager shares are expected to be distributed on December 9, 2022
BROOKFIELD, NEWS, November 22, 2022 – Brookfield Asset Management Inc. (NYSE: BAM, TSX: BAM.A) (“Brookfield”) and Brookfield Asset Management Ltd. (the “Manager”) today jointly announced a distribution record date of December 2, 2022 for the previously announced transaction for the public listing and distribution of a 25% interest in Brookfield’s asset management business, through the Manager, by way of a plan of arrangement (“Arrangement”). The transaction will result in the division of Brookfield into two publicly traded companies – the Corporation (Brookfield Asset Management Inc. will be renamed “Brookfield Corporation”) and the Manager (“Brookfield Asset Management Ltd.”).
Brookfield has now received board, shareholder and court approval, as well as all material regulatory approvals. Subject to the satisfaction or waiver of the remaining conditions to the Arrangement, it is expected the Arrangement will become effective at the close of business on December 9, 2022.
The NYSE and the TSX will both implement “if, as and when-issued” and “due bill” trading commencing December 1, 2022 and ending at the close of business on December 9, 2022. During this period, these designations will impact how the Class A limited voting shares of the Corporation and the Manager trade on both exchanges. The Corporation Class A shares and the Manager Class A Shares are expected to commence trading on the NYSE and the TSX under the symbols “BN” and “BAM”, respectively, on December 12, 2022. Please refer to the document titled Manager Listing Process – Q&A (www.bam.brookfield.com) on the Brookfield website for details of what is expected during this period.
The transaction will enable Shareholders to access a leading pure-play global alternative asset management business, through the Manager. Brookfield Corporation will continue focusing on deploying capital across its operating businesses, growing its cash flows and compounding capital over the long term.
* * * * *
| 1 | Brookfield |
About Brookfield
Brookfield (NYSE: BAM, TSX: BAM.A) is a leading global alternative asset manager with over $750 billion of assets under management across real estate, infrastructure, renewable power and transition, private equity and credit. Brookfield owns and operates long-life assets and businesses, many of which form the backbone of the global economy. Utilizing its global reach, access to large-scale capital and operational expertise, Brookfield offers a range of alternative investment products to investors around the world —including public and private pension plans, endowments and foundations, sovereign wealth funds, financial institutions, insurance companies and private wealth investors.
Please note that Brookfield’s previous audited annual and unaudited quarterly reports have been filed on EDGAR and SEDAR and can also be found in the investor section of its website at www.brookfield.com. Hard copies of the annual and quarterly reports can be obtained free of charge upon request.
For more information, please visit our website at www.brookfield.com or contact:
| Communications & Media: Kerrie McHugh Hayes Tel: (212) 618-3469 Email: kerrie.mchugh@brookfield.com |
Investor Relations: Linda Northwood Tel: (416) 359-8647 Email: linda.northwood@brookfield.com |
| 2 | Brookfield |
Forward Looking Statements
Information in this press release that is not a historical fact is “forward-looking information”. This press release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, and “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may” and “should” and similar expressions. Forward-looking statements reflect current estimates, beliefs and assumptions, which are based on Brookfield’s and the Manager’s perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. Brookfield’s and the Manager’s estimates, beliefs and assumptions are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Brookfield and the Manager can give no assurance that such estimates, beliefs and assumptions will prove to be correct.
This press release contains forward-looking statements concerning expected future attributes of each of the Corporation and the Manager following completion of the Arrangement; Brookfield’s and the Manager’s beliefs on the timing and manner of completion of the Arrangement; the distribution record date; the date for the commencement of “if, as and when issued” and “due bill” trading for the Corporation and the Manager on the NYSE and the TSX, as applicable; the date for the commencement of regular settlement trading of the Corporation and the Manager on the NYSE and TSX; and statements which reflect management’s expectations regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Corporation and the Manager. Factors that could cause actual results, performance, achievements or events to differ from current expectations include, among others, risks and uncertainties related to: obtaining approvals, waivers, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the Arrangement; future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement; the potential for significant tax liability for a violation of the tax-deferred spinoff rules and the expected benefits of the Arrangement.
Other factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: (i) investment returns that are lower than target; (ii) the impact or unanticipated impact of general economic, political and market factors in the countries in which Brookfield and the Manager do business including as a result of COVID-19 and the related global economic disruptions; (iii) the behavior of financial markets, including fluctuations in interest and foreign exchange rates; (iv) global equity and capital markets and the availability of equity and debt financing and refinancing within these markets; (v) strategic actions including dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; (vi) changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); (vii) the ability to appropriately manage human capital; (viii) the effect of applying future accounting changes; (ix) business competition; (x) operational and reputational risks; (xi) technological change; (xii) changes in government regulation and legislation within the countries in which Brookfield and the Manager operate; (xiii) governmental investigations; (xiv) litigation; (xv) changes in tax laws; (xvi) ability to collect amounts owed; (xvii) catastrophic events, such as earthquakes, hurricanes and epidemics/pandemics; (xviii) the possible impact of international conflicts and other developments including terrorist acts and cyberterrorism; (xix) the introduction, withdrawal, success and timing of business initiatives and strategies; (xx) the failure of effective disclosure controls and procedures and internal controls over financial reporting and other risks; (xxi) health, safety and environmental risks; (xxii) the maintenance of adequate insurance coverage; (xxiii) the existence of information barriers between certain businesses within Brookfield and the asset management operations; (xxiv) risks specific to Brookfield’s business segments including Brookfield’s real estate, renewable power and transition, infrastructure, private equity, credit, and residential development activities and Brookfield’s and the Manager’s asset management operations; and (xxv) factors detailed from time to time in documents filed by Brookfield and the Manager with the securities regulators in Canada and the United States. Other factors, risks and uncertainties not presently known to Brookfield and the Manager or that Brookfield and the Manager currently believe are not material could also cause actual results or events to differ materially from those expressed or implied by statements containing forward-looking information. Readers are cautioned not to place undue reliance on statements containing forward-looking information that are included in this press release, which are made as of the date of this press release, and not to use such information for anything other than their intended purpose. Brookfield and the Manager disclaim any obligation or intention to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
| 3 | Brookfield |
Exhibit 99.2
Manager Listing Process - Q&A
In connection with the upcoming division of Brookfield Asset Management Inc. (“Brookfield”) into two publicly traded companies – Brookfield Corporation (the “Corporation”), which will be the new name of Brookfield Asset Management Inc., and Brookfield Asset Management Ltd. (the “Manager”), which will be implemented through a statutory plan of arrangement (the “Arrangement”), the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) will both implement “if, as and when-issued” and “due bill” trading commencing December 1, 2022 and ending at the close of business on December 9, 2022 and with the Manager commencing regular way trading on both stock exchanges on December 12, 2022. During this period, these designations will impact how the Class A Shares of the Corporation and the Manager trade on both exchanges. Please refer to the Q&A below for the details of what is to be expected during this period.
If the Arrangement becomes effective on December 9, as expected, holders of Class A Shares of the Corporation (the “Corporation Class A Shares”) of record on December 2, 2022 will receive 0.25 of a Class A Share of the Manager (a “Manager Class A Share”) on December 9, 2022, for each Corporation Class A Share held. The Manager has received conditional approval to list its Class A Shares on the NYSE and the TSX. Listing of the Manager Class A Shares on the NYSE and the TSX is subject to Manager fulfilling all the requirements of the NYSE and the TSX, respectively.
All capitalized terms used and not defined here will have the same meanings as in the Management Information Circular of Brookfield filed on October 6, 2022. The information below is a summary of what shareholders should be aware of and does not constitute advice in relation to any matter. Shareholders are encouraged to consult their brokers and financial advisors regarding the specific consequences of trading their shares prior to the Effective Date.
Q&A for Class A Shareholders of Brookfield Asset Management Inc.
| 1. | What are all the events that will occur between December 1, 2022 and December 12, 2022 in connection with the division of Brookfield into the Corporation and the Manager? |
| • | December 1, 2022 - The date on which “due bill” trading and “if, as and when issued” trading is expected to commence on the NYSE and the TSX. Investors should be aware of the following features: |
| • | Trades in the Corporation Class A Shares in the “due bill” market under the Corporation’s existing name “Brookfield Asset Management Inc.” and symbols “BAM” and “BAM.A” on the NYSE and TSX, respectively, will include the entitlement to receive Manager Class A Shares at 5:00 PM on December 9, 2022. |
| • | Trades in the symbols “BN WI” and “BN” on the NYSE and the TSX, respectively, on or after December 1, 2022 in the “if, as and when issued” market, will represent Corporation Class A Shares only, under the Corporation’s new name “Brookfield Corporation”, allowing a person to trade the Corporation Class A Shares without the entitlement to receive any Manager Class A Shares he or she will receive in the Arrangement. The Corporation expects “if, as and when-issued” trades of Corporation Class A Shares to settle three (3) business days after completion of the Arrangement. |
| • | Trades in the symbols “BAM WI” and “NBAM” on the NYSE and TSX, respectively, in the “if, as and when issued” market, will represent Manager Class A Shares under the Manager’s name “Brookfield Asset Management Ltd.”, allowing a holder to buy and sell Manager Class A Shares that will be received in the Arrangement without the entitlement to receive any Corporation Class A Shares. The Corporation expects “if, as and when-issued” trades of Manager Class A Shares to settle three (3) business days after completion of the Arrangement. |
| • | December 2, 2022 - The record date for the Arrangement. |
| • | December 9, 2022 - The effective date of the Arrangement (“Effective Date”) and the date (being the Distribution Date) on which the shareholders of the Corporation are expected to receive Manager Class A Shares pursuant to the Arrangement. |
| • | December 12, 2022 - The date on which the Corporation Class A Shares and the Manager Class A Shares are expected to commence trading on the NYSE and the TSX under the following symbols (and with respect to the Corporation Class A Shares, under the new name “Brookfield Corporation”): |
| • | Corporation – “BN” |
| • | Manager – “BAM” |
1 | Brookfield
| 2. | What are the current and post-Arrangement trading symbols of Brookfield? |
| Security |
Current Symbol | Post-Arrangement Symbol | ||||||
| NYSE | TSX | NYSE | TSX | |||||
| Class A Shares |
BAM | BAM.A | BN | BN | ||||
| 3. | What are the post-Arrangement trading symbols of the Manager? |
| Security |
NYSE | TSX | ||
| Class A Shares |
BAM | BAM |
| 4. | What is “if, as and when-issued” trading? |
“If, as and when issued” trading refers to a share transaction made conditionally on or before the distribution or issuance date because the share is not yet available (and if the conditions to the distribution or issuance are not met, such that the distribution or issuance is not made, all “if, as and when issued” trades do not settle and are null and void).
| 5. | What is “due-bill” trading? |
A “due bill” is an entitlement to receive (among other things) a security that can attach to a share. In circumstances where an issuer is undergoing certain material corporate events that will involve a distribution, such as stock-splits, spin-offs or other distributions in circumstances where the effective date or payment date of the event cannot be determined with certainty in advance, “due bills” are attached to the listed shares of that issuer on the Ex Date, which “due bills” represent the entitlement to receive that distribution notwithstanding that the shares began trading “ex-distribution” on the Ex Date. In this way, the buyer and seller of the share will be acquiring and disposing of both the share and the distribution “due bill” entitlement on and after the Ex Date, and therefore the listed share should continue to carry the appropriate market value until the “due bill” entitlement has been paid.
A “due bill” trading market will be used in connection with the Arrangement in order to address such uncertainties. In such a market, any trades with respect to “BAM” and “BAM.A” during the applicable period will have “due bills” attached carrying the right to receive Manager Class A Shares. By having such a “due bill” market, the Ex Date for the Corporation Class A Shares (trading under the symbols “BAM” and “BAM.A”) in such market will be deferred and buyers and sellers will be certain of the entitlements attaching thereto.
Shareholders trading shares listed under the symbols “BAM” (on the NYSE) and “BAM.A” (on the TSX), in this market during the applicable period will not be required to take any special action. All such trades executed during the applicable period will be automatically flagged to ensure buyers receive the distribution entitlement and sellers do not. Shares listed under the symbols “BAM” (on the NYSE) and “BAM.A” (on the TSX) that trade on the “due-bills” market will trade with an entitlement to receive Manager Class A Shares under the Arrangement, and such shares will settle on a “regular-way” basis.
2 | Brookfield
Q&A for Preference Shareholders of Brookfield Asset Management Inc.
| 6. | What are all the events that will occur between December 1, 2022 and December 12, 2022 in connection with the division of Brookfield into the Corporation and the Manager? |
| • | December 1, 2022 - There will be no “due bill” or “if, as and when issued” markets for the Corporation Affected Preference Shares and the Corporation New Preference Shares, respectively. Until completion of the Arrangement on December 9, 2022, the Corporation Affected Preference Shares will continue to trade on the TSX under the symbols in “BAM.PR.E” (Series 8) and “BAM.PR.G” (Series 9). Following completion of the Arrangement, the Corporation New Preference Shares will trade on the TSX under the symbols “BN.PF.K” (Series 51) and “BN.PF.L” (Series 52). |
| • | December 9, 2022 - The Effective Date of the Arrangement and the date (being the Distribution Date) on which the holders of the Corporation are expected to receive for each Corporation Affected Preference Share held a dividend through to (but excluding) the Effective Date, a fraction of a Manager Class A Share and a Corporation New Preference Share, pursuant to the Arrangement. |
| • | December 12, 2022 - The date on which the Corporation New Preference Shares are expected to commence trading on the TSX under the symbols “BN.PF.K” (Series 51) and “BN.PF.L” (Series 52). |
| 7. | If I hold Corporation Affected Preference Shares, how do I receive my Corporation New Preference Shares and Manager Class A Shares? |
Pursuant to the Arrangement, holders of Corporation Affected Preference Shares will receive for each Corporation Affected Preference Share held a dividend through to (but excluding) the Effective Date, a fraction of a Manager Class A Share and a Corporation New Preference Share. The amount of the fraction of the Manager Class A Share will be determined prior to completion of the Arrangement and announced in a press release on or around the closing date.
If you are a non-registered holder of Corporation Affected Preference Shares, you do not need to take further steps to receive the consideration to which you are entitled under the Arrangement.
If you are a registered holder of Corporation Affected Preference Shares, you are required to complete and return a letter of transmittal to TSX Trust Company, together with the certificates representing your Corporation Affected Preference Shares, in order to receive the consideration to which you are entitled under the Arrangement.
| 8. | What are the current and post-Arrangement trading symbols of Brookfield? |
| Security |
Current Symbol | Post-Arrangement Symbol | ||||||
| NYSE | TSX | NYSE | TSX | |||||
| Class A Preference Shares (Series 2) |
— | BAM.PR.B | — | BN.PR.B | ||||
| Class A Preference Shares (Series 4) |
— | BAM.PR.C | — | BN.PR.C | ||||
| Class A Preference Shares (Series 8) |
— | BAM.PR.E | — | — | ||||
| Class A Preference Shares (Series 9) |
— | BAM.PR.G | — | — | ||||
| Class A Preference Shares (Series 13) |
— | BAM.PR.K | — | BN.PR.K | ||||
| Class A Preference Shares (Series 17) |
— | BAM.PR.M | — | BN.PR.M | ||||
| Class A Preference Shares (Series 18) |
— | BAM.PR.N | — | BN.PR.N | ||||
| Class A Preference Shares (Series 24) |
— | BAM.PR.R | — | BN.PR.R | ||||
| Class A Preference Shares (Series 25) |
— | BAM.PR.S | — | BN.PR.S | ||||
| Class A Preference Shares (Series 26) |
— | BAM.PR.T | — | BN.PR.T | ||||
| Class A Preference Shares (Series 28) |
— | BAM.PR.X | — | BN.PR.X | ||||
| Class A Preference Shares (Series 30) |
— | BAM.PR.Z | — | BN.PR.Z | ||||
| Class A Preference Shares (Series 32) |
— | BAM.PF.A | — | BN.PF.A | ||||
| Class A Preference Shares (Series 34) |
— | BAM.PF.B | — | BN.PF.B | ||||
| Class A Preference Shares (Series 36) |
— | BAM.PF.C | — | BN.PF.C | ||||
| Class A Preference Shares (Series 37) |
— | BAM.PF.D | — | BN.PF.D | ||||
| Class A Preference Shares (Series 38) |
— | BAM.PF.E | — | BN.PF.E | ||||
| Class A Preference Shares (Series 40) |
— | BAM.PF.F | — | BN.PF.F | ||||
| Class A Preference Shares (Series 42) |
— | BAM.PF.G | — | BN.PF.G | ||||
| Class A Preference Shares (Series 44) |
— | BAM.PF.H | — | BN.PF.H | ||||
| Class A Preference Shares (Series 46) |
— | BAM.PF.I | — | BN.PF.I | ||||
| Class A Preference Shares (Series 48) |
— | BAM.PF.J | — | BN.PF.J | ||||
| Class A Preference Shares (Series 51) |
— | — | — | BN.PF.K | ||||
| Class A Preference Shares (Series 52) |
— | — | — | BN.PF.L | ||||
3 | Brookfield