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 September 2022
Commission File Number: 001-15160
Brookfield Asset Management Inc.
(Translation of registrant's 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 [ ] 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):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press Release dated September 23, 2022 |
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. | ||
| (Registrant) | ||
| Date: September 23, 2022 | /s/ JUSTIN B. BEBER | |
| Justin Beber | ||
| Head of Corporate Strategy and Chief Legal Officer | ||
EXHIBIT 99.1
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, Sept. 23, 2022 (GLOBE NEWSWIRE) -- 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.
Key Highlights
Following completion of the Arrangement and related transactions:
Approvals
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.
About Brookfield
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 Email: kerrie.mchugh@brookfield.com | Linda Northwood Investor Relations Tel: (416) 359-8647 Email: linda.northwood@brookfield.com |
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.