8-KAcquisitions & DispositionsMaterial AgreementsSecurities & Listing+4

Brookfield Asset Management Ltd. 8-K Report, Material Agreement (Feb 5, 2025)

Filed February 5, 2025For Securities:BAM

Summary

Brookfield Asset Management Ltd. (BAM) has filed an 8-K report announcing the completion of a significant corporate transaction, referred to as the Arrangement, effective February 4, 2025. This Arrangement involved BAM acquiring approximately 73% of Brookfield Asset Management ULC, the entity holding Brookfield's asset management business, from Brookfield Corporation (BN). In exchange, BAM issued 1,194,021,145 newly-issued Class A Shares to BN on a one-for-one basis. This transaction effectively consolidates BAM's ownership of its core asset management operations, with BN now holding a majority stake (approximately 73%) in BAM's Class A Limited Voting Shares. As a consequence, the prior voting agreement between BN and BAM regarding the nomination of directors to the Asset Management Company has been terminated. Investors should note that while BAM is a foreign private issuer, it intends to file US SEC reports on the standard Forms 10-K, 10-Q, and 8-K going forward. Financial statements and pro forma information related to this acquisition will be filed in an amendment.

Key Highlights

  • 1Completion of the Arrangement effective February 4, 2025, whereby BAM acquired 73% of its asset management business (Asset Management Company) from Brookfield Corporation (BN).
  • 2BAM issued 1,194,021,145 Class A Shares to BN in exchange for the acquired stake.
  • 3BN now beneficially owns approximately 73% of BAM's outstanding Class A Limited Voting Shares.
  • 4Termination of the previous voting agreement between BN and BAM concerning director nominations for the Asset Management Company.
  • 5BAM shareholders approved the Arrangement on January 27, 2025.
  • 6BAM will transition to filing U.S. SEC reports on Forms 10-K, 10-Q, and 8-K, despite being a foreign private issuer.
  • 7Amended articles of incorporation modify the board election process based on BN's shareholding percentage in BAM.

Frequently Asked Questions

This 8-K filing announces the completion of a significant corporate transaction, referred to as the Arrangement, which consolidates BAM's ownership of its asset management business and results in Brookfield Corporation (BN) holding a majority stake in BAM's Class A shares.

Following the Arrangement, BN now beneficially owns approximately 73% of BAM's issued and outstanding Class A Limited Voting Shares, giving BN a controlling interest in BAM.

BAM will provide the required financial statements and pro forma financial information by amendment to this Current Report on Form 8-K no later than 71 calendar days after the original filing date.

The Arrangement includes amendments to BAM's articles of incorporation that modify the process for electing directors. The specifics of director election now depend on BN's ownership percentage of BAM's Class A and Class B shares, with provisions for joint voting as a single class or separate elections based on BN's holdings.