BROOKFIELD Corp 6-K, filed Feb 2, 2022
BROOKFIELD Corp (BN)
About this 6-K
BROOKFIELD Corp filed this 6-K on February 2, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
| For the month of: February 2022 | Commission File Number: 001-15160 |
Brookfield
Asset Management Inc.
(Name of Registrant)
Brookfield Place
Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3
(Address of Principal Executive Offices)
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 x |
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): ¨
Exhibit 99.1 of this Form 6-K shall be incorporated by reference as an exhibit to the joint registration statement of Brookfield Asset Management Inc. and Brookfield Finance Inc. on Form F-10 (File Nos. 333-249132 and 333-249132-01).
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Preliminary Term Sheet |
SIGNATURE
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: February 2, 2022 | By: | /s/ Thomas Corbett |
|
Name: Thomas Corbett Title: Managing Director | ||
Exhibit 99.1
A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
BROOKFIELD FINANCE INC.
US$[l] [l]% NOTES DUE 2052
US$[l] 3.900% NOTES DUE 2028
PRELIMINARY TERM SHEET
February 2, 2022
| Issuer: | Brookfield Finance Inc. |
| Guarantor: | Brookfield Asset Management Inc. |
|
Guarantee: |
The Notes (as defined below) will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts by Brookfield Asset Management Inc. |
| Guarantor’s Ticker: | BAMACN |
| Security: |
[l]% Senior Unsecured Notes due [l], 2052 (the “2052 Notes”)
3.900% Senior Unsecured Notes due January 25, 2028 (the “2028 Notes” and, together with the 2052 Notes, the “Notes”) |
| Format: | SEC registered |
| Size: |
2052 Notes: US$[l]
2028 Notes: US$[l]
The 2028 Notes will be in addition to and form part of the same series of notes as the US$650,000,000 aggregate principal amount of Brookfield Finance Inc.’s 3.900% notes due 2028, which were originally issued on January 17, 2018 (the “Original 2028 Notes”). After giving effect to this offering, there will be a total of US$[l] aggregate principal amount of notes of this series issued and outstanding. |
| Trade Date: | February 2, 2022 |
| Expected Settlement Date: | February 4, 2022 (T+2) |
| Maturity Date: |
2052 Notes: February 15, 2052
2028 Notes: January 25, 2028 |
| Coupon: |
2052 Notes: [l]%
2028 Notes: 3.900% (interest on the 2028 Notes will accrue from January 25, 2022) |
| Interest Payment Dates: |
2052 Notes: [l] and [l], commencing [l], 2022
2028 Notes: January 25 and July 25, commencing July 25, 2022 |
| Price to Public: |
2052 Notes: [l]%
2028 Notes: [l]% of principal amount plus accrued interest of US$[l] from January 25, 2022 |
| Benchmark Treasury: |
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions (“NI 44-102”)] |
| Benchmark Treasury Price & Yield: |
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102] |
| Spread to Benchmark Treasury: |
[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102] |
| Yield: |
2052 Notes: [l]%
2028 Notes: [l]% |
| Denominations: | Initial denominations of US$2,000 and subsequent multiples of US$1,000 |
| Covenants: |
Change of control (put @ 101%)
Negative pledge
Consolidation, merger, amalgamation and sale of substantial assets |
| Redemption Provisions: | |
| Make-Whole Call: |
2052 Notes: Prior to August 15, 2051 (six months prior to maturity), treasury rate plus [l] basis points
2028 Notes: Prior to October 25, 2027 (three months prior to maturity), treasury rate plus 25 basis points |
| Par Call: |
2052 Notes: At any time on or after August 15, 2051 (six months prior to maturity), at 100% of the principal amount of the notes to be redeemed
2028 Notes: At any time on or after October 25, 2027 (three months prior to maturity), at 100% of the principal amount of the notes to be redeemed |
| Use of Proceeds: |
2052 Notes: An amount equal to the net proceeds from the sale of the 2052 Notes will be allocated to the financing and/or refinancing of Eligible Investments. Pending such allocation, the net proceeds from the sale of the 2052 Notes will be temporarily used for general corporate purposes.
2028 Notes: The net proceeds from the sale of the 2028 Notes will be used for general corporate purposes. |
| CUSIP/ISIN: |
2052 Notes: 11271LAJ1 / US11271LAJ17
2028 Notes: 11271LAC6 / US11271LAC63 |
| Joint Book-Runners:[1] | Citigroup Global Markets Inc. SMBC Nikko Securities America, Inc. |
| Co-Managers: | [l] |
[1] This offering will be made in Canada by Citigroup Global Markets Canada Inc., a broker-dealer affiliate of Citigroup Global Markets Inc.
Capitalized terms used and not defined herein have the meanings assigned in the Issuer and the Guarantor’s preliminary prospectus supplement, dated February 2, 2022.
The 2052 Notes will be issued as a separate series of debt securities under an eighth supplemental indenture to be dated as of the date of the issuance of the 2052 Notes (the “Eighth Supplemental Indenture”) to the base indenture dated as of June 2, 2016 (the “Base Indenture”) (together with the Eighth Supplemental Indenture, the “2052 Indenture”), between Brookfield Finance Inc., Brookfield Asset Management Inc., as guarantor, and Computershare Trust Company of Canada, as trustee. The 2028 Notes will be issued on the same terms and conditions as the Original 2028 Notes, except for the issue date and the issue price, under the Base Indenture and the third supplemental indenture, dated as of January 17, 2018 (the “Third Supplemental Indenture”), as supplemented by a supplemental indenture thereto (the “Supplemented Third Supplemental Indenture” and together with the Base Indenture, the “2028 Indenture”). The 2052 Indenture and the 2028 Indenture are together referred to as the “Indenture”. The foregoing is a summary of certain of the material attributes and characteristics of the Notes, which does not purport to be complete and is qualified in its entirety by reference to the Indenture.
No PRIIPs or UK PRIIPs key information document (KID) has been prepared as European Economic Area or UK retail investors are not targeted.