CPE News (9.24.2022) – Brookfield Asset Management Inc. (NYSE: BAM, TSX: BAM.A) is seeking shareholder approval for the public listing and distribution of a 25% interest in its asset management business, through Brookfield Asset Management Ltd. (Manager).
A special meeting of Shareholders has been called for November 9, 2022.
Pursuant to unanimous approval by Brookfield board of directors, Brookfield has entered into an arrangement agreement in connection with the implementation of the transaction.
The transaction will result in the division of Brookfield into two publicly traded companies – Brookfield Corporation (Brookfield Asset Management Inc. will be renamed to Brookfield Corporation) and the Manager – with the holders of Brookfield’s class A limited voting shares, class B limited voting shares and Series 8 and 9 class A preference shares becoming shareholders of the Manager on completion.
Each holder of Class A Shares will receive 1 Manager Class A Share for every 4 Class A Shares held. Each holder of Series 8 and 9 class A preference shares will receive a fraction of a Manager Class A Share and a new Brookfield Corporation class A preference share for every Series 8 or 9 preference share held.
As at April 22, 2022, Brookfield Asset Management Inc. had 1,641,394,821 Class A Limited Voting Shares and 85,120 Class B Limited Voting Shares outstanding. The Class B Shares are all privately held by BAM Partnership, whose members include over 50 current and former senior executives which collectively own interests in approximately 300 million Class A Shares and Exchangeable Class A Shares (on a fully diluted basis).
Brookfield existing Class A Preference Shares include Series 2, Series 4, Series 8, Series 9, Series 13, Series 17, Series 18, Series 24, Series 26, Series 28, Series 30, Series 32, Series 34, Series 36, Series 37, Series 38, Series 40, Series 42, Series 44, Series 46 and Series 48.
There is no information on ownership of 3,320,486 Class A Preference Shares, Series 8 and 1,177,580 Class A Preference Shares, Series 9, and why only the holders of Series 8 and 9 will become shareholders of the Manager.
Brookfield board is comprised of 16 members. Holders of Class A Shares are entitled, as a class, to elect one-half of the Board, and holders of Class B Shares are entitled, as a class, to elect the other one-half of the Board.
Brookfield said the transaction will enable shareholders to access a leading pure-play global alternative asset management business, through the Manager. Brookfield Corporation will continue focusing on deploying capital across its operating businesses, growing its cash flows and compounding that capital over the long term.
Brookfield Corporation, the Manager and certain of their affiliates will enter into agreements designed to enable them to preserve mutual benefits and competitive advantages.
The split will add one more layer to the existing maze of inter-connected ownerships of Brookfield companies, all under the control, directly or indirectly, of BAM Partnership.
photo credit: Brookfield
Brookfield Board of Directors Unanimously Approves the Distribution of 25% Interest in its Asset Management Business
Shareholders to Vote at a Special Meeting to be held on November 9, 2022
BROOKFIELD, NEWS, September 23, 2022 – Brookfield (NYSE: BAM, TSX: BAM.A) (“Brookfield”) today announced that its Board of Directors has unanimously approved the transaction for the public listing and distribution of a 25% interest in its asset management business, 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 Corporation (Brookfield Asset Management Inc. will be renamed “Brookfield Corporation”) and the Manager – with the holders of Brookfield’s class A limited voting shares (“Class A Shares”), class B limited voting shares and Series 8 and 9 class A preference shares (collectively, “Shareholders”) becoming shareholders of the Manager on completion (the “Arrangement”). The transaction will enable Shareholders to access a leading pure-play global alternative asset management business, through the Manager. Brookfield Corporation will continue focusing on deploying capital across its operating businesses, growing its cash flows and compounding that capital over the long term.
A special meeting of Shareholders has been called for November 9, 2022 (the “Meeting”) and Shareholders of record as of the close of business on October 3, 2022 will be entitled to vote at the Meeting. The Board of Directors of Brookfield 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.
Following completion of the Arrangement and related transactions:
• Brookfield Corporation and the Manager will respectively own 75% and 25% of our asset management business;
• the Class A Shares of the Corporation are expected to trade on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the new ticker symbol “BN”;
• the Manager’s class A limited voting shares (“Manager Class A Shares”) are expected to trade on the NYSE and TSX under the ticker symbol “BAM”;
• the Arrangement will generally occur on a tax-deferred basis for Brookfield Corporation and shareholders resident in Canada and U.S.;
• each holder of Class A Shares will receive 1 Manager Class A Share for every 4 Class A Shares held;
• each holder of Series 8 and 9 class A preference shares will receive a fraction of a Manager Class A Share and a new Brookfield Corporation class A preference share for every Series 8 or 9 preference share held; and
• Brookfield Corporation, the Manager and certain of their affiliates will enter into agreements designed to enable them to preserve mutual benefits and competitive advantages.
The Arrangement is subject to the satisfaction of certain conditions, including Shareholder approval at the Meeting, approval of the Ontario Superior Court of Justice, NYSE and TSX listing approvals, and other customary regulatory approvals. Brookfield intends to apply to obtain an interim order from the Ontario Superior Court of Justice on September 28, 2022, and thereafter hold the Meeting on November 9, 2022, to approve the Arrangement and related matters. The Management Information Circular in connection with 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.
* * * * *
Brookfield Asset Management Inc. (NYSE: BAM, TSX: BAM.A) is a leading global alternative asset manager with over $750 billion of assets under management across real estate, infrastructure, renewable power and transition, 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.
For more information, please visit our website at www.brookfield.com or contact:
Kerrie McHugh Communications & Media
Tel: (212) 618-3469
Linda Northwood Investor Relations
Tel: (416) 359-8647
Forward Looking Statements
Information in this press release that is not a 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 the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, and “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “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 believes are appropriate in the circumstances. Brookfield’s estimates, beliefs 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 can give no assurance that such estimates, beliefs and assumptions will prove to be correct.
This press release contains forward-looking statements concerning Brookfield’s beliefs on certain benefits of the Arrangement and the anticipated tax treatment of the proposed transaction for Brookfield and its shareholders resident 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 related to: obtaining approvals, rulings, court orders and consents, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the Arrangement (including regulatory and shareholder approvals); future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement; the potential for significant tax liability for a violation of the tax-deferred spinoff rules; the potential benefits of the Arrangement; and business cycles, including general economic conditions.
Certain risks and uncertainties specific to the proposed Arrangement, Brookfield, and the Manager, will be further described in the management information circular to be mailed to Shareholders in advance of the Meeting. Other factors, risks and uncertainties not presently known to Brookfield or that Brookfield currently believes are not material could also cause actual results or events to differ materially from those expressed or implied by statements containing forward-looking information. Readers are cautioned not to place undue reliance on statements containing forward-looking information that are included in this press release, which are made as of the date of this press release, and not to use such information for anything other than their intended purpose. 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.