UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2020
Commission File Number: 033-97038
BROOKFIELD ASSET MANAGEMENT INC.
(Translation of registrants name into English)
Brookfield Place
Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F o Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Exhibit 99.1 of this Form 6-K shall be incorporated by reference as an exhibit to the Registration Statement of Brookfield Asset Management Inc. and Brookfield Finance LLC on Forms F-10 and F-3 (File Nos. 333-236217 and 333-236221).
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, thereunto duly authorized.
|
BROOKFIELD ASSET MANAGEMENT INC. | ||
|
| ||
Date: February 18, 2020 |
By: |
/s/ Nick Goodman | |
|
|
Name: |
Nick Goodman |
|
|
Title: |
Managing Partner and Chief Financial Officer |
A 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. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.
This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.
BROOKFIELD FINANCE LLC
US$600,000,000 [·]% NOTES DUE 2050
PRELIMINARY TERM SHEET
February 18, 2020
Issuer: |
|
Brookfield Finance LLC |
|
|
|
Guarantor: |
|
Brookfield Asset Management Inc. |
|
|
|
Guarantee: |
|
The notes will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts by Brookfield Asset Management Inc. |
|
|
|
Guarantors Ticker: |
|
BAMACN |
|
|
|
Security: |
|
[·]% Senior Unsecured Notes due 2050 |
|
|
|
Format: |
|
SEC registered |
|
|
|
Size: |
|
US$600,000,000 |
|
|
|
Trade Date: |
|
February 18, 2020 |
|
|
|
Expected Settlement Date*: |
|
February 21, 2020 (T+3) |
Maturity Date: |
|
April 15, 2050 |
|
|
|
Coupon: |
|
[·]% |
|
|
|
Interest Payment Dates: |
|
April 15 and October 15, commencing April 15, 2020 |
|
|
|
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%) |
|
|
Consolidation, merger, amalgamation and sale of substantial assets |
|
|
|
Redemption Provisions: |
|
|
|
|
|
Make-Whole Call: |
|
Prior to October 15, 2049 (six months prior to maturity), treasury rate plus [·] basis points |
|
|
|
Par Call: |
|
At any time on or after October 15, 2049 (six 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 to redeem all of the outstanding Cdn$350 million aggregate principal amount of 5.30% notes due March 1, 2021 issued by Brookfield Asset Management Inc. and the remainder for general corporate purposes |
|
|
|
CUSIP/ISIN: |
|
[·] / [·] |
|
|
|
Joint Book-Running Managers1: |
|
|
|
|
|
Active: |
|
Deutsche Bank Securities Inc. |
|
|
|
Passive: |
|
SMBC Nikko Securities America, Inc. |
|
|
|
Co-Managers: |
|
[·] |
*Note: Under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery date will be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to the delivery date should consult their own advisor.
1 This offering will be made in Canada by Merrill Lynch Canada Inc., a broker-dealer affiliate of BofA Securities, Inc.
The Notes will be issued as a separate series of debt securities under a first supplemental indenture to be dated as of the date of the issuance of the Notes (the First Supplemental Indenture) to the 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), between Brookfield Finance LLC, Brookfield Asset Management Inc., as guarantor, and 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.