BROOKFIELD Corp 6-K, filed Apr 7, 2020
BROOKFIELD Corp (BN)
About this 6-K
BROOKFIELD Corp filed this 6-K on April 7, 2020.
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 April 2020
Commission File Number: 033-97038
Brookfield Asset Management Inc.
(Translation of registrant’s name into English)
Brookfield Place Suite 300 181 Bay Street, P.O. Box 762 Toronto, Ontario, Canada 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 o 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):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Exhibit 99.2 of this Form 6-K shall be incorporated by reference as an exhibit to the Registration Statement of Brookfield Asset Management Inc. and Brookfield Finance Inc. on Form F-10 (File Nos. 333-236217 and 333-236217-01).
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
In connection with an offering of debt securities, the following information was disclosed to investors:
COVID-19 Update
Brookfield Asset Management Inc. (the “Company”) has been closely monitoring developments related to COVID-19, including the existing and potential impact on global and local economies in the jurisdictions in which we operate or do business. The Company has implemented its business continuity plan, prioritizing the safety of employees and ensuring minimal interruption to the business with the majority of employees working remotely.
At present, the Company has approximately $2.5 billion of long-term undrawn credit lines and approximately $5 billion of financial and non-core assets that the Company believes could be liquidated at the Company’s election. The Company has few non-discretionary capital requirements and no debt maturities until 2023 at the earliest.
As a result of recent market volatility and dislocation, the Company has expanded its investment focus to include the listed stock markets and, through its investment in Oaktree Capital Management, the traded debt markets, as the Company believes that certain listed securities are currently trading at a discount to intrinsic value thereby presenting attractive investment opportunities. The Company recently completed a successful round of fundraising across its flagship private funds, positioning it well to act on these opportunities and support its asset management franchise.
While some of the Company’s operations will be impacted by the economic slowdown caused by COVID-19 and responses to it, the Company has a diversified portfolio of investments, assets, and operating businesses, many of which are underpinned by long duration revenue streams, including property leases, power sale and other contracts, as well as regulated rates. In addition, the Company employs financing structures that have served it well in prior periods of market turbulence, and it maintains significant liquidity to support its investments. For further details concerning COVID-19 and other risks relevant to the Company, see the Company’s most recently filed Annual Information Form under the heading “Business Environment and Risks” and MD&A under the heading “Part 6 — Business Environment and Risks”, as well as in other documents filed by the Company from time to time with the securities regulators in Canada and the United States.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
This Report on Form 6-K contains forward-looking information and other “forward-looking statements” within the meaning of Canadian and United States securities laws, including the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, depend upon or refer to future events or conditions, including statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Company, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods.
The words “expects,” “likely”, “anticipates,” “plans,” “believes,” “estimates,” “seeks,” “intends,” “targets,” “projects,” “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could”, which are predictions of or indicate future events, trends or prospects, and which do not relate to historical matters, identify forward-looking statements. Although we believe that the anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information. The forward-looking statements and information involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
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 we do business or may do business; (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 we operate and our failure to comply with regulatory requirements; (xiii) governmental investigations; (xiv) litigation; (xv) changes in tax laws; (xvi) ability to collect amounts owed; (xvii) catastrophic events, such as earthquakes, hurricanes, and pandemics/epidemics, such as the COVID-19 pandemic; (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 our asset management operations; (xxiv) risks specific to our business segments including our real estate, renewable power, infrastructure, private equity, credit and residential development activities; and (xxv) other risks and factors detailed in the Company’s most recently filed Annual Information Form under the heading “Business Environment and Risks” and MD&A under the heading “Part 6—Business Environment and Risks”, as well as in other documents filed by the Company from time to time with the securities regulators in Canada and the United States.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. Nonetheless, all of the forward-looking statements contained in this Report on Form 6-K are qualified by these cautionary statements. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may need to be updated as a result of new information, future events or otherwise.
EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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Brookfield Asset Management Announces Proposed Debt Offering |
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99.2 |
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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.
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Brookfield Asset Management Inc. |
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(Registrant) |
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Date: April 7, 2020 |
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/s/ JUSTIN B. BEBER |
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Justin Beber |
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Head of Corporate Strategy and Chief Legal Officer |
PRESS RELEASE
Brookfield Asset Management Announces Proposed Debt Offering
BROOKFIELD NEWS, April 7, 2020 — Brookfield Asset Management Inc. (“Brookfield”) (TSX: BAM.A, NYSE: BAM) today announced that it is commencing a public debt offering, subject to market and other conditions, of notes due 2030 (the “notes”).
The notes will be issued by Brookfield Finance Inc., an indirect 100% owned subsidiary of Brookfield, and will be fully and unconditionally guaranteed by Brookfield. The net proceeds from the sale of the notes will be used for general corporate purposes.
Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and Citigroup Global Markets Inc. are acting as joint book-running managers for the offering.
The notes will be offered under Brookfield Finance Inc.’s existing base shelf prospectus filed in the United States and Canada. In the United States, the notes are being offered pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission on January 31, 2020, as amended on February 11, 2020. Brookfield Finance Inc. has filed a preliminary prospectus supplement relating to the offering of the notes. You may obtain these documents for free on EDGAR at www.sec.gov or on SEDAR at www.sedar.com. Before you invest, you should read these documents and other public filings by Brookfield for more complete information about Brookfield and this offering.
Alternatively, copies can be obtained from:
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Deutsche Bank Securities Inc. |
HSBC Securities (USA) Inc. |
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60 Wall Street |
Attn: Transaction Management Group |
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New York, New York 10005-2836 |
HSBC Securities (USA) Inc. |
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Telephone: 1-800-503-4611 |
452 Fifth Avenue, New York, NY 10018 |
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Email: prospectus.CPDG@db.com |
Telephone: + 866-811-0049 |
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Email: tmg.americas@us.hsbc.com |
This news release does not constitute an offer to sell or the solicitation of an offer to buy the notes described herein, nor shall there be any sale of these notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The notes being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the base shelf prospectus or the preliminary prospectus supplement.
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Brookfield Asset Management Inc.
Brookfield Asset Management Inc. is a leading global alternative asset manager with over US$540 billion of assets under management across real estate, infrastructure, renewable power, 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.
Brookfield Asset Management is listed on the New York and Toronto stock exchanges under the symbols BAM and BAM.A, respectively.
For more information, please contact:
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Communications & Media |
Investor Relations |
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Claire Holland |
Linda Northwood |
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Tel: +1 416 369-8236 |
Tel: +1 416 359-8647 |
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Email: claire.holland@brookfield.com |
Email: linda.northwood@brookfield.com |
Forward-Looking Statements
Note: This news release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. The word “will” and derivations thereof and other expressions that are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify forward-looking statements.
Forward-looking statements in this news release include statements with respect to the offering and the use of proceeds from the offering described in this news release. Although Brookfield believes that such forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information as such statements and information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Brookfield to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include: economic and financial conditions in the countries in which we do business or may do business; the behavior of financial markets, including fluctuations in interest and exchange rates; availability of equity and debt financing; and other risks and factors in the prospectus and as detailed from time to time in the Company’s Annual Report on Form 40-F filed with the Securities and Exchange Commission as well as other documents filed by the Company with the securities regulators in Canada and the United States.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to Brookfield, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, that may be as a result of new information, future events or otherwise.
Preliminary Term Sheet Dated April 7, 2020
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$[·] [·]% NOTES DUE 2030
PRELIMINARY TERM SHEET
April 7, 2020
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Issuer: |
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Brookfield Finance Inc. |
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Guarantor: |
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Brookfield Asset Management Inc. |
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Guarantee: |
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The notes 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. |
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Guarantor’s Ticker: |
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BAMACN |
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Security: |
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[·]% Senior Unsecured Notes due 2030 |
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Format: |
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SEC registered |
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Size: |
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US$[·] |
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Trade Date: |
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April 7, 2020 |
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Expected Settlement Date*: |
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April 9, 2020 (T+2) |
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Maturity Date: |
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April 15, 2030 |
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Coupon: |
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[·]% |
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Interest Payment Dates: |
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[·] and [·], commencing [·], 2020 |
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Price to Public: |
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[·]% |
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Benchmark Treasury: |
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[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”)] |
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Benchmark Treasury Price & Yield: |
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[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] |
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Spread to Benchmark Treasury: |
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[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] |
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Yield: |
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[·]% |
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Denominations: |
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Initial denominations of US$2,000 and subsequent multiples of US$1,000 |
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Covenants: |
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Change of control (put @ 101%) Negative pledge Consolidation, merger, amalgamation and sale of substantial assets |
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Redemption Provisions: |
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Make-Whole Call: |
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Prior to January 15, 2030 (three months prior to maturity), treasury rate plus [·] basis points |
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Par Call: |
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At any time on or after January 15, 2030 (three months prior to maturity), at 100% of the principal amount of the notes to be redeemed |
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Use of Proceeds: |
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The net proceeds from the sale of the notes will be used for general corporate purposes |
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CUSIP/ISIN: |
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[·]/[·] |
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Joint Book-Running Managers(1): |
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Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Citigroup Global Markets Inc. |
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Co-Managers: |
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[·]
[·] |
The Notes will be issued as a separate series of debt securities under a fifth supplemental indenture to be dated as of the date of the issuance of the Notes (the “Fifth Supplemental Indenture”) to the base indenture dated as of June 2, 2016 (the “Base Indenture”) (together with the Fifth Supplemental Indenture, the “Indenture”), between Brookfield Finance Inc., Brookfield Asset Management Inc., as guarantor, and Computershare Trust Company of Canada, as trustee. 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.
(1) This offering will be made in Canada by HSBC Securities (Canada) Inc., a broker-dealer affiliate of HSBC Securities (USA) Inc.