BNJ Brookfield Asset Management Inc

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

Form 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

For the month of: June 2024

Commission File Number: 001-15160

 

Brookfield Corporation
(Name of Registrant)

 

Brookfield Place
Suite 100
181 Bay Street, P.O. Box 762
Toronto, Ontario, Canada M5J 2T3
(Address of Principal Executive Offices)

 

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

 

Exhibit 99.1 of this Form 6-K shall be incorporated by reference as an exhibit to the Registration Statement of Brookfield Corporation and Brookfield Finance Inc. on Form F-10 (File Nos. 333-279601 and 333-279601-02).

 

 

 

EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Preliminary Canadian Term Sheet, dated June 17, 2024

 

 

SIGNATURE

 

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 CORPORATION
Date: June 17, 2024	By:	/s/ Swati Mandava
		Name:	Swati Mandava
		Title:	Managing Director, Legal & Regulatory

 

 

 

Exhibit 99.1

 

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.

 

The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents are accessible through SEDAR+. Copies of the documents may be obtained from Merrill Lynch Canada Inc. by calling 416-369-7400 or by emailing dg.can_dcm@bankofamerica.com.

 

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 applicable shelf prospectus supplement and any amendment to the documents for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 

BROOKFIELD FINANCE INC.

US$[●] [●]% NOTES DUE 2035

US$[100,000,000] 5.968% NOTES DUE 2054

 

PRELIMINARY TERM SHEET

June 17, 2024

 

Issuer:	Brookfield Finance Inc.
Guarantor:	Brookfield Corporation
Guarantee:	The Notes (as defined below) will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts by Brookfield Corporation.
Guarantor’s Ticker:	BN
Security:	[●]% Senior Unsecured Notes due [●], 2035 (the “2035 Notes”)   5.968% Senior Unsecured Notes due March 4, 2054 (the “2054 Notes” and, together with the 2035 Notes, the “Notes”)
Format:	SEC registered
Size:	2035 Notes: US$ Benchmark   2054 Notes: US$[100,000,000]   The 2054 Notes will be in addition to and form part of the same series of notes as the US$750,000,000 aggregate principal amount of Brookfield Finance Inc.’s 5.968% notes due 2054, which were originally issued on March 4, 2024 (the “Original 2054 Notes”). After giving effect to this offering, there will be a total of US$[●] aggregate principal amount of notes of this series issued and outstanding.   One or more of the underwriters may sell to affiliates of Brookfield Reinsurance Ltd. US$[●] aggregate principal amount (if any) of the 2035 Notes and US$[●] aggregate principal amount (if any) of the 2054 Notes at the public offering price (for which no underwriting discount or commissions will be paid).

 

 

Trade Date:	June 17, 2024
Expected Settlement Date:	June 21, 2024 (T+3)
Maturity Date:	2035 Notes: [●], 2035   2054 Notes: March 4, 2054
Coupon:	2035 Notes: [●]%   2054 Notes: 5.968% (interest on the 2054 Notes will accrue from March 4, 2024)
Interest Payment Dates:	2035 Notes: [●] and [●], commencing [●], 20[●]   2054 Notes: March 4 and September 4, commencing September 4, 2024
Price to Public:	2035 Notes: [●]%   2054 Notes: [●]% of principal amount plus accrued interest of US$[●] from March 4, 2024
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:	2035 Notes: [●]%   2054 Notes: [●]%

 

 

Denominations:	Initial denominations of US$2,000 and subsequent multiples of US$1,000
Covenants:	Change of control (put @ 101%) Negative pledge Consolidation, merger, amalgamation and sale of substantial assets
Redemption Provisions:
Make-Whole Call:	2035 Notes: Prior to [●], 2034 (three months prior to maturity), treasury rate plus [●] basis points   2054 Notes: Prior to September 4, 2053 (six months prior to maturity), treasury rate plus 25 basis points
Par Call:	2035 Notes: At any time on or after [●], 2034 (three months prior to maturity), at 100% of the principal amount of the Notes to be redeemed   2054 Notes: At any time on or after September 4, 2053 (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 for general corporate purposes
CUSIP/ISIN:	2035 Notes: 11271L AM4 / US11271LAM46   2054 Notes: 11271L AL6 / US11271LAL62
Joint Book-Running Managers1:	Deutsche Bank Securities Inc. BofA Securities, Inc.
Co-Managers:	[●]

 

Capitalized terms used and not defined herein have the meanings assigned in the Issuer and the Guarantor’s Prospectus Supplement, dated June 17, 2024 to the Short Form Base Shelf Prospectus dated May 31, 2024.

 

 

¹        This offering will be made in Canada by Merrill Lynch Canada Inc., a broker-dealer affiliate of BofA Securities, Inc.

 

 

Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the delivery of the Notes hereunder may be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to their date of delivery hereunder should consult their own advisors.

 

The 2035 Notes will be issued as a separate series of debt securities under an eleventh supplemental indenture to be dated as of the date of the issuance of the 2035 Notes (the “Eleventh Supplemental Indenture”) to the base indenture dated as of June 2, 2016 (the “Base Indenture”) (together with the Eleventh Supplemental Indenture, the “2035 Indenture”), between Brookfield Finance Inc., Brookfield Corporation, as guarantor, and Computershare Trust Company of Canada, as trustee. The 2054 Notes will be issued on the same terms and conditions as the Original 2054 Notes, except for the issue date and the issue price, under the Base Indenture and the tenth supplemental indenture, dated as of March 4, 2024 (the “Tenth Supplemental Indenture”), as supplemented by a supplemental indenture thereto (the “Supplemented Tenth Supplemental Indenture” and together with the Base Indenture, the “2054 Indenture”). The 2035 Indenture and the 2054 Indenture are together referred to as the “Indenture”. 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.

 

No PRIIPs or UK PRIIPs key information document (KID) has been prepared as European Economic Area or UK retail investors are not targeted.

 

---