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250 Vesey Street, 15th Floor 0001937926 false 0001937926 2025-04-22 2025-04-22
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2025

 

 

Brookfield Asset Management Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

British Columbia, Canada   001-41563     98-1702516

(State or Other Jurisdiction

of Incorporation)

 

(Commission  

File No.)   

 

(IRS Employee

Identification No.)

Brookfield Place

250 Vesey Street, 15th Floor

New York, NY 10281-0221

(Address of Principal Executive Offices)

(212) 417-7000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading
Symbol(s)

 

Name of Each Exchange

on Which Registered

Class A Limited Voting Shares   BAM   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 8.01

Other Events.

On April 22, 2025, Brookfield Asset Management Ltd. (“BAM”) issued a press release announcing its inaugural offering of $750 million of 5.795% senior notes due 2035 (the “Notes”). The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

The Preliminary Canadian Term Sheet and the Final Canadian Term Sheet relating to the sale of the Notes are filed as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01 and BAM’s Registration Statement on Form F-10 (File No. 333-279599).

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

 99.1    Press Release, dated April 22, 2025.
 99.2    Preliminary Canadian Term Sheet, dated April 22, 2025.
 99.3    Final Canadian Term Sheet, dated April 22, 2025.
 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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 hereunto duly authorized.

Date: April 22, 2025

 

Brookfield Asset Management Ltd.
By:  

/s/ Kathy Sarpash

Name:   Kathy Sarpash
Title:   Managing Director, Legal & Regulatory and Corporate Secretary
EX-99.1 2 d947647dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Brookfield Asset Management Announces Pricing of Inaugural Offering of Senior Notes

NEW YORK, April 22, 2025 – Brookfield Asset Management Ltd. (“BAM”) (NYSE: BAM, TSX: BAM) today announced the pricing of its inaugural public offering of senior notes. BAM has agreed to issue $750 million principal amount of senior notes due 2035 (the “notes”), which will bear interest at a rate of 5.795% per annum.

The net proceeds from the sale of the notes will be used for general corporate purposes. The offering is expected to close on April 24, 2025, subject to the satisfaction of customary closing conditions.

The notes are being offered under BAM’s existing amended and restated 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 on Form F-10 filed by BAM with the U.S. Securities and Exchange Commission (File No. 333-279599). The offering is being made only by means of a prospectus supplement relating to the offering of the notes. You may obtain these documents for free on EDGAR at www.sec.gov/edgar or on SEDAR+ at www.sedarplus.ca. Before you invest, you should read these documents and other public filings by BAM for more complete information about BAM and this offering.

Alternatively, copies can be obtained from:

 

Citigroup Global Markets Inc.

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717

Telephone: 1-800-831-9146

Email: [email protected]

  

Wells Fargo Securities, LLC

608 2nd Avenue South, Suite 1000
Minneapolis, MN 55402
Attn: WFS Customer Service
Telephone: 1-800-645-3751
Email: [email protected]

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 amended and restated base shelf prospectus or the prospectus supplement.

* * * * *

About Brookfield Asset Management

Brookfield Asset Management Ltd. (NYSE: BAM, TSX: BAM) is a leading global alternative asset manager, headquartered in New York, with over $1 trillion of assets under management across renewable power and transition, infrastructure, private equity, real estate, and credit. We invest client capital for the long-term with a focus on real assets and essential service businesses that form the backbone of the global economy. We offer 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. We draw on Brookfield’s heritage as an owner and operator to invest for value and generate strong returns for our clients, across economic cycles.

 


For more information, please contact:

 

Media:

  

Investor Relations:

Simon Maine

  

Jason Fooks

Tel: +44 739 890 9278

  

Tel: (212) 417-2442

Email: [email protected]

  

Email: [email protected]

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the U.S. Securities Act of 1933, the U.S. Securities Exchange Act of 1934, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” within the meaning of other relevant securities legislation, including applicable securities laws in Canada, which reflect our current views with respect to, among other things, our operations and financial performance (collectively, “forward-looking statements”). You can identify these forward-looking statements by the use of words such as “outlook”, “believe”, “think”, “expect”, “potential”, “continue”, “may”, “should”, “seek”, “approximately”, “predict”, “intend”, “will”, “plan”, “estimate”, “anticipate”, the negative version of these words, other comparable words or other statements that do not relate strictly to historical or factual matters. These statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those indicated in these statements. Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Such forward-looking statements are subject to risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business prospects, growth strategy and liquidity. In particular, the forward-looking statements contained in this news release include statements referring to the offering, the use of proceeds from the offering and the expected closing date of the offering.

Although BAM believes that such forward-looking statements are based upon reasonable estimates, beliefs and assumptions, certain factors, risks and uncertainties, which are described from time to time in our documents filed with the securities regulators in Canada and the United States, not presently known to BAM, or that BAM currently believes are not material, could cause actual results or events to differ materially from those contemplated or implied by forward-looking statements. Reference should be made to “Item 1A - Risk Factors” and “Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements” in BAM’s annual reports on Form 10-K.

Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements, which are based only on information available to us as of the date of this news release. Except as required by law, BAM undertakes no obligation to publicly update or revise any forward-looking statements, whether written or oral, that may be as a result of new information, future events or otherwise.

EX-99.2 3 d947647dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

An amended and restated 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. The amended and restated final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents are accessible through SEDAR+. Copies of the documents may be obtained from Citigroup Global Markets Inc. by calling 1-800-831-9146 or by emailing [email protected] or from Wells Fargo Securities, LLC by calling 1-800-645-3751 or by emailing [email protected].

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

BROOKFIELD ASSET MANAGEMENT LTD.

US$[•] [•]% NOTES DUE 2035

PRELIMINARY TERM SHEET

April 22, 2025

 

Issuer:   

Brookfield Asset Management Ltd.

Security:   

[•]% Senior Unsecured Notes due [•], 2035 (the “Notes”)

Format:   

SEC registered

Size:   

US$[•]

 

[One or more of the underwriters may sell to affiliates of Brookfield Wealth Solutions Ltd. and/or certain other institutional investors US$[•] aggregate principal amount (if any) of the Notes at the public offering price (for which no underwriting discount or commissions will be paid).]

Trade Date:   

April 22, 2025

Expected Settlement Date:   

April 24, 2025 (T+2)

Maturity Date:   

[•], 2035

Coupon:   

[•]%

Interest Payment Dates:   

[•] and [•], commencing [•], 2025

Price to Public:   

[•]%

Benchmark Treasury:   

[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”).]

Benchmark Treasury Price & Yield:   

[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.]


Spread to Benchmark Treasury:   

[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.]

Yield:   

[•]%

Denominations:   

Initial denominations of US$2,000 and subsequent multiples of US$1,000

Covenants:   

Change of control (put @ 101%)

 

Negative pledge

 

Consolidation, merger, amalgamation and sale of substantially all assets

Optional Redemption Provisions:   

Make-Whole Call:

  

Prior to [•], 2035 (three months prior to maturity), treasury rate plus [•] basis points

Par Call:

  

At any time on or after [•], 2035 (three months prior to maturity), at 100% of the principal amount of the Notes to be redeemed

Use of Proceeds:   

The net proceeds from the sale of the Notes will be used for general corporate purposes

CUSIP / ISIN:   

113004 AA3 / US113004AA39

Joint Book-Running Managers1:   

Citigroup Global Markets Inc.

Wells Fargo Securities, LLC

Co-Managers:   

[•]

 

This offering will be made in Canada by Citigroup Global Markets Canada Inc., a broker-dealer affiliate of Citigroup Global Markets Inc.

Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder may be required, by virtue of the fact that the Notes initially will settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors.

 

2


The Notes will be issued under a first supplemental indenture to be dated as of the date of the issuance of the Notes (the “First Supplemental Indenture”) to a base indenture to be dated as of the date of the issuance of the Notes (the “Base Indenture”) (together with the First Supplemental Indenture, the “Indenture”), among Brookfield Asset Management Ltd., Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. 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.

No PRIIPs or UK PRIIPs key information document (KID) has been prepared as European Economic Area or UK retail investors are not targeted.

 

3

EX-99.3 4 d947647dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

An amended and restated 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. The amended and restated final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents are accessible through SEDAR+. Copies of the documents may be obtained from Citigroup Global Markets Inc. by calling 1-800-831-9146 or by emailing [email protected] or from Wells Fargo Securities, LLC by calling 1-800-645-3751 or by emailing [email protected].

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the amended and restated final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

BROOKFIELD ASSET MANAGEMENT LTD.

US$750,000,000 5.795% NOTES DUE 2035

FINAL TERM SHEET

April 22, 2025

 

Issuer:   

Brookfield Asset Management Ltd.

Security:   

5.795% Senior Unsecured Notes due April 24, 2035 (the “Notes”)

Format:   

SEC registered

Size:   

US$750,000,000

Trade Date:   

April 22, 2025

Expected Settlement Date:   

April 24, 2025 (T+2)

Maturity Date:   

April 24, 2035

Coupon:   

5.795%

Interest Payment Dates:   

April 24 and October 24, commencing October 24, 2025

Price to Public:   

100.000%

Benchmark Treasury:   

[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”).]

Benchmark Treasury Price & Yield:   

[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.]


Spread to Benchmark Treasury:   

[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.]

Yield:   

5.795%

Denominations:   

Initial denominations of US$2,000 and subsequent multiples of US$1,000

Covenants:   

Change of control (put @ 101%)

 

Negative pledge

 

Consolidation, merger, amalgamation and sale of substantially all assets

Optional Redemption Provisions:   

Make-Whole Call:

  

Prior to January 24, 2035 (three months prior to maturity), treasury rate plus 25 basis points

Par Call:

  

At any time on or after January 24, 2035 (three months prior to maturity), at 100% of the principal amount of the Notes to be redeemed

Use of Proceeds:   

The net proceeds from the sale of the Notes will be used for general corporate purposes

CUSIP / ISIN:   

113004 AA3 / US113004AA39

Joint Book-Running Managers1:   

Citigroup Global Markets Inc.

Wells Fargo Securities, LLC

Mizuho Securities USA LLC

SMBC Nikko Securities America, Inc.

Co-Managers:   

BMO Capital Markets Corp.

BNP Paribas Securities Corp.

Brookfield Securities LLC

CIBC World Markets Corp.

RBC Capital Markets, LLC

Scotia Capital (USA) Inc.

TD Securities (USA) LLC

 

This offering will be made in Canada by Citigroup Global Markets Canada Inc., a broker-dealer affiliate of Citigroup Global Markets Inc.

Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder may be required, by virtue of the fact that the Notes initially will settle in T+2, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors.

 

2


The Notes will be issued under a first supplemental indenture to be dated as of the date of the issuance of the Notes (the “First Supplemental Indenture”) to a base indenture to be dated as of the date of the issuance of the Notes (the “Base Indenture”) (together with the First Supplemental Indenture, the “Indenture”), among Brookfield Asset Management Ltd., Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. 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.

No PRIIPs or UK PRIIPs key information document (KID) has been prepared as European Economic Area or UK retail investors are not targeted.

 

3

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