6-K
BROOKFIELD Corp /ON/ (BN)
UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, DC 20549
Form 6-K
Report of Foreign Private IssuerPursuant to Rule 13a-16 or 15d-16 ofthe Securities Exchange Act of 1934
Forthe month of: December 2024
Commission File Number: 001-15160
BrookfieldCorporation(Name of Registrant)
BrookfieldPlaceSuite 100181 Bay Street, P.O. Box 762Toronto, 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<br> ¨ | Form 40-F<br> x |
|---|
Exhibit 99.1 of this Form 6-K shall be incorporated by reference as an exhibit to the registration statements of Brookfield Corporation, Brookfield Finance II Inc. and Brookfield Finance Inc. on Form F-10 (File Nos. 333-279601, 333-279601-01 and 333-279601-02) and Brookfield Capital Finance LLC, Brookfield Finance II LLC, Brookfield Finance I (UK) PLC and Brookfield Finance (Australia) Pty Ltd on Form F-3 (File Nos. 333-279602, 333-279602-01, 333-279602-02 and 333-279602-03).
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Consent<br> of KPMG LLP, dated December 9, 2024 |
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 CORPORATION | |||
|---|---|---|---|
| Date: December 9,<br> 2024 | By: | /s/<br> Swati Mandava | |
| Name: | Swati<br> Mandava | ||
| Title: | Managing Director,<br> Legal & Regulatory |
Exhibit 99.1
CONSENT OF KPMG LLP
We refer to the formal valuation and fairness opinion dated October 31, 2024 (the “Formal Valuation”), which we prepared for the Governance, Nominating and Compensation Committee of the Board of Directors of Brookfield Asset Management Ltd. (“BAM”), that is summarized and referred to in the material change report of Brookfield Corporation dated November 1, 2024 (the “Material Change Report”) in connection with the formal valuation of class A limited voting shares of BAM and common shares of Brookfield Asset Management ULC as at October 31, 2024.
We hereby consent to the incorporation by reference of any references to the Formal Valuation and any summary or other disclosures in respect thereof contained in the Material Change Report into the registration statements of Brookfield Corporation, Brookfield Finance II Inc. and Brookfield Finance Inc. on Form F-10 (File Nos. 333-279601, 333-279601-01 and 333-279601-02) and Brookfield Capital Finance LLC, Brookfield Finance II LLC, Brookfield Finance I (UK) PLC and Brookfield Finance (Australia) Pty Ltd on Form F-3 (File Nos. 333-279602, 333-279602-01, 333-279602-02 and 333-279602-03) (collectively, the “Registration Statements”). The Formal Valuation remains subject to the assumptions, limitations and qualifications set forth therein, reflects our views as of the date of the Formal Valuation and is not to be reproduced, disseminated, quoted from or referred to (in whole or in part), except in accordance with our prior written consent.
In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “U.S. Securities Act”), or the rules and regulations promulgated thereunder, nor do we hereby admit that we are experts with respect to any part of such Registration Statements within the meaning of the term “experts” as used in the U.S. Securities Act or the rules and regulations promulgated thereunder.
| /s/ KPMG LLP |
|---|
| KPMG LLP |
| Toronto, Ontario |
| December 9, 2024 |