M&A - Brookfield Asset Management Ltd.

Form Type: 8-K/A

Filing Date: 2025-04-04

Corporate Action: Merger

Type: Update

Accession Number: 000193792625000014

Filing Summary: Brookfield Asset Management Ltd. (BAM) filed an Amendment No. 1 on Form 8-K/A to update its Current Report previously filed on February 5, 2025. The amendment discloses the audited financial statements of Brookfield Asset Management ULC (BAM ULC) as of December 31, 2024, and for the fiscal years ended December 31 for 2024, 2023, and 2022, alongside pro forma financial information for the year ended December 31, 2024. This filing is in connection with a plan of arrangement completed on February 4, 2025, in which Brookfield Corporation (BN) exchanged all common shares in BAM ULC for newly-issued Class A Limited Voting Shares of BAM on a one-for-one basis. The arrangement aimed to simplify BAM’s corporate structure and increase its shareholder base. Post-arrangement, BAM ULC became a wholly-owned subsidiary, although it is considered the accounting acquirer of BAM. As a result, BAM ULC's historical financial statements replace BAM’s for periods prior to the arrangement, and consolidated results will incorporate both entities' operations going forward. Additionally, a formal valuation provided a range for the fair market values of the common shares and class A shares, highlighting significant valuations. Other documents related to the amendments have been filed as exhibits, including consents from auditing firms.

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Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925009249

Filing Summary: On February 4, 2025, Brookfield Asset Management Ltd. (BAM) completed an acquisition as delineated in an arrangement agreement with Brookfield Corporation (BN). BAM gained full ownership of Brookfield's asset management business by acquiring approximately 73% of Brookfield Asset Management ULC's common shares in exchange for 1,194,021,145 newly-issued Class A Shares, based on a one-for-one exchange rate. This arrangement was previously approved by BAM shareholders on January 27, 2025, and received a final court order from the Supreme Court of British Columbia on January 30, 2025. This agreement also led to the termination of a previous voting agreement between BAM and BN regarding board director nominations. Additionally, amendments to BAM’s articles were made, impacting the voting rights of Class A and Class B shareholders, particularly concerning the election of the Board of Directors. The arrangement marks a significant transition for BAM, as they plan to file reports with the SEC under forms typically used by domestic issuers, despite being qualified as a foreign private issuer.

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