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Brookfield (NYSE: BAM) today announced that its Board of Directors has unanimously approved the listing and distribution transaction for a 25% stake in its asset management business, by through Brookfield Asset Management Ltd. (the manager “). Pursuant to this approval, Brookfield has entered into an arrangement agreement (the “Arrangement Agreement”) in connection with the implementation of the Transaction.
The transaction will result in the division of Brookfield into two publicly traded companies – the company (Brookfield Asset Management Inc. will be renamed “Brookfield Corporation”) and the manager – with holders of Brookfield Class A Limited Voting Shares ( “Class A Shares”), Class B Limited Voting Shares and Class A Preferred Shares Series 8 and 9 (collectively, the “Shareholders”) becoming shareholders of the Manager upon closing (the “Arrangement “). The transaction will provide shareholders with access to a global alternative asset management business, through the Manager. Brookfield Corporation will continue to focus on deploying capital in its operations, growing its cash flow and building that capital over the long term.
A special meeting of shareholders has been called for November 9, 2022 (the “Meeting”) and shareholders of record at the close of business on October 3, 2022 will be entitled to vote at the Meeting. Brookfield’s Board of Directors unanimously recommends that Shareholders vote in favor of the resolution approving the Arrangement, as well as the related matters to be approved at the Meeting.
A copy of the Arrangement Agreement will be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
Highlights
After completion of the Arrangement and related transactions:
- Brookfield Corporation and the Manager will own 75% and 25% of our asset management business, respectively;
- the Company’s Class A Shares are expected to trade on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the new symbol “BN”;
- the Manager’s Class A Limited Voting Shares (the “Manager’s Class A Shares”) are expected to trade on the NYSE and TSX under the symbol “BAM”;
- the Arrangement will generally occur on a tax-deferred basis for Brookfield Corporation and shareholders resident in Canada and the United States;
- each holder of Class A Shares will receive 1 Class A Manager Share for every 4 Class A Shares held;
- each holder of Series 8 and 9 Class A Preferred Shares will receive a fractional Manager Class A Share and one new Brookfield Corporation Class A Preferred Share for each Series 8 or 9 Preferred Share held; and
- Brookfield Corporation, the Manager and certain of their affiliates will enter into agreements designed to enable them to maintain their mutual benefits and competitive advantages.
Approvals
The Arrangement is subject to the satisfaction of certain conditions, including shareholder approval at the Meeting, Ontario Superior Court of Justice approval, NYSE and TSX listing approvals and other customary regulatory approvals. Brookfield intends to seek an interim order from the Ontario Superior Court of Justice on September 28, 2022 and then to hold the meeting on November 9, 2022 to approve the Arrangement and related matters. The management information circular for the meeting will be finalized and mailed shortly and will also be available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
About BrookfieldBrookfield Asset Management Inc. (NYSE: BAM, TSX: BAM.A) is a leading global alternative asset manager with over $750 billion in assets under management in real estate, infrastructure, renewable energy and transition, private equity and credit. Brookfield owns and operates long-lived assets and businesses, many of which form the backbone of the global economy. Using 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 investors.
For more information, please visit our website at www.brookfield.com or contact:
Forward-looking statements
Information contained in this press release that is not 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 United States securities law. Securities of 1933. , the United States Securities Exchange Act of 1934 and the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities regulations. Forward-looking statements are generally identified by words such as “expect”, “anticipate”, “believe”, “anticipate”, “could”, “estimate”, “objective”, “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 perception of historical trends, current conditions and expected future developments, as well as other factors management deems appropriate in the circumstances. Brookfield’s estimates, opinions 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 cannot guarantee that such estimates, beliefs and assumptions will prove to be correct.
This press release contains forward-looking statements regarding Brookfield’s views on certain benefits of the Arrangement and the expected tax treatment of the proposed transaction for Brookfield and its shareholders residing in Canada and the United States.
Factors that could cause actual results, performance, achievements or events to differ from current expectations include, among others, risks and uncertainties relating to: completion of the Arrangement (including regulatory and shareholder approvals); future factors that may arise making it inadvisable or inadvisable to delay all or part of the arrangement; the possibility of significant tax liability in the event of violation of the tax-deferred spin-off rules; the potential benefits of the arrangement; and business cycles, including general economic conditions.
Certain risks and uncertainties inherent in the proposed Arrangement, Brookfield and the Manager will be described in greater detail in the management information circular which will be mailed to shareholders prior to the Meeting. Other factors, risks and uncertainties not currently known to Brookfield or which Brookfield believes are not material also could cause actual results or events to differ materially from those expressed or implied by the statements containing forward-looking information. Readers are cautioned not to place undue reliance on any statements containing forward-looking information included in this press release, which are made as of the date of this press release, and not to use such information for any purpose other than that for which they are destined. Brookfield disclaims 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.
Source: Brookfield Asset Management Inc.
