Brookfield Asset Management Inc. (TSX: BAM.A, NYSE: BAM), through Brookfield BBP Canada Holdings Inc., has entered into a subscription agreement with Superior Plus Corp. (TSX: SPB) for the purchase of US $260 million or approximately CDN $350 million of newly created perpetual exchangeable Series 1 Preferred Stock of Superior Plus US Holdings Inc., a subsidiary of Superior.
The Preferred Stock may be exchanged, at Brookfield’s option, into common shares of Superior at an exchange price of US $8.67 per common share subject to adjustment. The Preferred Stock will be entitled to vote on an as-exchanged basis on all matters on which holders of common shares vote, subject to a limit of 19.9% unless Superior shareholder approval is obtained.
Brookfield and its affiliates currently own no voting or equity securities in the capital of Superior. Upon completion of the transaction, Brookfield and its affiliates will own 260,000 shares of Preferred Stock, representing approximately 15% of the then-outstanding common shares.
The closing date is expected to occur by the end of July 2020, subject to receipt of TSX approval and other necessary regulatory approvals.
Angelo Rufino, Managing Partner of Brookfield, will join Superior’s board of directors upon closing of the investment. Brookfield will maintain its right to nominate one director, so long as its ownership on an as-exchanged basis (calculated in accordance with the agreement terms) is greater than 7.5% of the outstanding common shares.
CIBC Capital Markets acted as exclusive financial advisor and private placement agent and Torys LLP acted as legal advisor to Superior.
Kirkland & Ellis LLP and Goodmans LLP act as legal advisors to Brookfield.
Toronto based Superior operates through two primary operating businesses: Energy Distribution includes the distribution of propane and distillates, and supply portfolio management; and Specialty Chemicals includes the production and sale of specialty chemicals.
photo credit: Superior
Early Warning Release
All amounts in Canadian dollars unless otherwise stated.
BROOKFIELD, NEWS, June 08, 2020 — Brookfield Asset Management Inc. (“Brookfield”) (TSX: BAM.A, NYSE: BAM) reports that, through a subsidiary, it has entered into a subscription agreement with Superior Plus Corp. (“Superior”) for the purchase of US$260 million (approximately C$350 million) of newly created perpetual exchangeable Series 1 Preferred Stock (the “Preferred Stock”) of Superior Plus US Holdings Inc., a subsidiary of Superior, on a private placement basis (the “Transaction”).
The Preferred Stock may be exchanged, at Brookfield’s option, into common shares of Superior (“Common Shares”) at an exchange price of US$8.67 per Common Share. The exchange price of the Preferred Stock will be subject to adjustment from time to time in accordance with the terms of the Preferred Stock. The Preferred Stock will be entitled to vote on an asexchanged basis on all matters on which holders of Common Shares vote, subject to a limit of 19.9%, unless Superior shareholder approval is obtained.
Immediately prior to entering into the Transaction, Brookfield and its affiliates owned no voting or equity securities in the capital of Superior. Upon completion of the Transaction, Brookfield and its affiliates will own 260,000 shares of Preferred Stock, representing approximately 15% of the then-outstanding Common Shares, assuming the exchange of the outstanding Preferred Stock owned or controlled by Brookfield and its affiliates for Common Shares.
Brookfield, through its subsidiary, has agreed to acquire the Preferred Stock for investment purposes.
This news release is issued under the early warning provisions of the Canadian securities legislation. An early warning report with additional information in respect of the foregoing matters will be filed and made available on the System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com under Superior’s profile.
Superior’s head office is located at 401-200 Wellington Street West, Toronto, Ontario, M5V 3C7.
Brookfield Asset Management Inc. is a leading global alternative asset manager with over US$515 billion of assets under management across real estate, infrastructure, renewable power, private equity and credit. Brookfield owns and operates longlife 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 symbol BAM and BAM.A respectively.
For more information, please visit our website at www.brookfield.com or contact:
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