F-10: Brookfield Asset Management Files Shelf Prospectus for $2.5 Billion in Securities

Brookfield Asset Management (BAM), along with BAM Finance (Canada) Inc. and BAM Finance LLC, files a shelf prospectus to offer up to US$2.5 billion in debt securities, preference shares, and other securities.

Summary

• Brookfield Asset Management Ltd., BAM Finance (Canada) Inc., and BAM Finance LLC have filed a registration statement with the SEC to offer various securities.
• The securities include debt securities, Class A Preference Shares, Class A Limited Voting Shares, Subscription Receipts, and Warrants of Brookfield Asset Management Ltd.
• BAM Finance (Canada) Inc. and BAM Finance LLC will offer debt securities fully and unconditionally guaranteed by Brookfield Asset Management Ltd.
• The aggregate principal amount of securities offered will be up to US$2,500,000,000 (or the equivalent in other currencies or currency units).
• The specific terms of the securities will be detailed in prospectus supplements.
• The net proceeds from the sale of securities will be used for general corporate purposes.
• The Class A Shares are co-listed on the NYSE and TSX under the symbol BAM.
• The offering utilizes a shelf process under Canadian and U.S. securities laws.
• The document incorporates by reference several reports, including the annual report on Form 10-K dated March 17, 2025, and the quarterly report on Form 10-Q dated May 8, 2025.
• The Issuers have filed an undertaking with the securities regulatory authorities in each of the provinces of Canada that they will not distribute, under this Prospectus, Securities that, at the time of distribution, are novel without pre-clearing the disclosure to be contained in the Prospectus Supplement, pertaining to the distribution of such Securities, with the applicable regulator.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing for a securities offering. The sentiment is neutral, reflecting the business-as-usual nature of the announcement. The company is positioning itself for future growth and capital deployment.

Positives

• The offering provides Brookfield with financial flexibility for general corporate purposes.
• The guarantee by BAM enhances the creditworthiness of the debt securities issued by its finance subsidiaries.
• The shelf prospectus allows for offerings to be made over a 25-month period, adapting to market conditions.

Negatives

• Investment in the securities is subject to risks detailed in the prospectus supplement and incorporated documents.
• The enforcement of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that BAM and the Canadian Finco are incorporated under the laws of a jurisdiction located outside of the United States and that some or all of the officers and directors of the Issuers may be residents of jurisdictions located outside of the United States, that some or all of the underwriters or experts named or to be named in the Registration Statement may be residents of a jurisdiction located outside of the United States and that such persons and all or a substantial portion of the assets of the Issuers and such persons may be located outside the United States.
• There is no market through which the Debt Securities, the Preference Shares, the Subscription Receipts or the Warrants may be sold and purchasers may not be able to resell Debt Securities, Preference Shares, Subscription Receipts or Warrants purchased under this Prospectus.

Risks

• Volatility in the trading price of the Class A Shares.
• Deficiencies in public company financial reporting and disclosures.
• Difficulty for investors to effect service of process and enforce judgments in various jurisdictions.
• Being subjected to numerous laws, rules and regulatory requirements.
• Potential ineffectiveness of policies to prevent violations of applicable law.
• Foreign currency risk and exchange rate fluctuations.
• Further increases in interest rates.
• Political instability or changes in government.
• Unfavorable economic conditions or changes in the industries in which we operate.
• Inflationary pressures.
• Catastrophic events, such as earthquakes, hurricanes, or pandemics/epidemics.
• Ineffective management of sustainability considerations, and inadequate or ineffective health and safety programs.
• Failure of information technology systems.
• Involvement in legal disputes.
• Losses not covered by insurance.
• Inability to collect on amounts owing to us.
• Operating and financial restrictions through covenants in loan, debt and security agreements.
• Material assets of BAM consisting solely of its interest in the common shares of the Asset Management Company.
• Being solely liable for our asset management business.
• Ability to maintain our global reputation.
• Risks related to our renewable power and transition, infrastructure, private equity, real estate, and credit strategies.
• Impact on growth in Fee-Bearing Capital (as defined in the 2024 Annual Report on Form 10-K) of poor product development or marketing efforts.
• Meeting our financial obligations due with cash flow from our asset management business.
• Requirement of temporary investments and backstop commitments to support our asset management business.
• Revenues being impacted by a decline in the size or pace of investments made by our managed assets.
• Earnings growth varying, which may affect our dividend and the trading price of the Class A Shares.
• Exposed risk due to increased amount and type of investment products in our managed assets.
• Information barriers that may give rise to conflicts and risks.
• BN exercising substantial influence over BAM.
• BN transferring its ownership of BAM to a third party.
• Potential conflicts of interest with BN.
• Difficulty in maintaining our culture or managing our human capital.
• Risks related to taxation, including risks involving United States and Canadian taxation laws and changes thereto.

Future Outlook

The specific terms of the Securities in respect of which this Prospectus is being delivered will be set forth in one or more prospectus supplements (each a Prospectus Supplement) to be delivered to purchasers together with this Prospectus

Industry Context

Brookfield is positioning itself to capitalize on opportunities in alternative asset management, including renewable power, infrastructure, private equity, real estate, and credit.

Comparison to Industry Standards

• Brookfield's AUM of over $1 trillion places it among the largest alternative asset managers globally, comparable to firms like Blackstone, Apollo, and KKR.
• The shelf prospectus structure is a common practice among large, established issuers, allowing for efficient access to capital markets as opportunities arise.
• The diversification across multiple asset classes (renewable power, infrastructure, private equity, real estate, and credit) is a strategy employed by many leading alternative asset managers to reduce risk and enhance returns.

Stakeholder Impact

• Shareholders: Potential dilution from the issuance of new shares, but also potential for increased value through strategic deployment of capital.
• Employees: No immediate impact, but potential for long-term growth and stability.
• Customers: No immediate impact.
• Suppliers: Potential for increased business opportunities.
• Creditors: Potential increase in debt, but also potential for improved financial performance.

Next Steps

• File prospectus supplements detailing the specific terms of each offering.
• Market the securities to potential investors.
• Execute the sale of securities based on market conditions and corporate needs.

Key Dates

Keywords

debt securities, preference shares, limited voting shares, subscription receipts, warrants, shelf prospectus, Brookfield Asset Management, BAM Finance (Canada) Inc., BAM Finance LLC, securities offering, corporate finance, capital markets