EXPLANATORY NOTE
On December 1, 2022, a Canadian co-obligor was added to the following series of previously-issued debt securities, as described in
more detail below.
On July 26, 2021, Brookfield Finance I (UK) plc, a company organized under the laws of England and Wales
(the “UK Issuer”), a wholly-owned subsidiary of Brookfield Asset Management Inc. (“Brookfield”), issued US$600 million of 2.340% Notes due in 2032 (the “Notes”), which are fully and unconditionally guaranteed by
Brookfield. The Notes were issued pursuant to the Indenture, dated July 26, 2021 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated July 26, 2021 (the “First Supplemental
Indenture” and together with the Base Indenture, the “Indenture”), by and among the UK Issuer, Brookfield, Computershare Trust Company of Canada, as Canadian trustee (the “Canadian Trustee”) and Computershare Trust Company,
N.A., as U.S. trustee (the “U.S. Trustee”, and together with the Canadian Trustee, the “Trustees”).
The Notes are
listed on the New York Stock Exchange under the symbol “BAM/32” and were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to a registration statement on Form
8-A filed with the U.S. Securities and Exchange Commission on July 26, 2021 (File No. 001-39740 and File
No. 001-15160) (the “Form 8-A”).
On
December 1, 2022, the UK Issuer, Brookfield, Brookfield Finance Inc., a wholly-owned Canadian subsidiary of Brookfield (“BFI”), and the Trustees entered into a second supplemental indenture (the “Second Supplemental
Indenture”) to the Indenture. Pursuant to the Second Supplemental Indenture, BFI was added as a co-obligor of the Notes. Brookfield will continue to guarantee the Notes and the UK Issuer will remain a co-obligor with BFI under the Notes and the UK Issuer will not be relieved of any of its obligations or covenants under the Indenture or the Notes, except to the extent performance or payment is made by BFI or
Brookfield with respect to an obligation of the UK Issuer under the Indenture or the Notes, in which case such performance or payment shall be in full satisfaction of such obligation of the UK Issuer under the Indenture or the Notes.
Accordingly, the undersigned registrants hereby amend the following items, exhibits and portions of the Form
8-A in order to reflect the addition of BFI as a co-obligor of the Notes.
| Item 1. |
Description of Registrant’s Securities to be Registered. |
Item 1 of the Form 8-A is hereby amended and restated in its entirety as follows:
The information required by this item is herein incorporated by reference to the information set forth under the heading “Description of
Debt Securities” of the short-form base shelf prospectus dated October 6, 2020, as supplemented by the information under the heading “Description of the 2032 Notes” in the prospectus supplement dated July 21, 2021.
Pursuant to the terms of the Second Supplemental Indenture, BFI was added as a co-obligor in respect
of the Notes. As contemplated by Section 2.13 of the First Supplemental Indenture, the Second Supplemental Indenture provides for the payment of additional amounts by BFI, as well as a corresponding option of BFI to redeem the Notes in the
event such additional amounts become payable as a result of certain tax law changes. The full text of the Second Supplemental Indenture, which is filed as Exhibit 4.3 hereto, is incorporated by reference into this Item 1.