Brookfield Asset Management Ltd. Files 8-K with Key Corporate Actions

TL;DR

Brookfield Asset Management Ltd. filed an 8-K on Feb 4, 2025, reporting a change in control, acquisitions, and equity sales. Big moves happening.

AI Summary

On February 4, 2025, Brookfield Asset Management Ltd. filed an 8-K detailing several significant events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and unregistered sales of equity securities. The filing also notes material modifications to the rights of security holders and a change in control of the registrant, alongside amendments to its articles of incorporation or bylaws.

Why It Matters

This 8-K filing signals substantial corporate restructuring and potential shifts in control or asset ownership for Brookfield Asset Management Ltd., which could impact its strategic direction and investor relations.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like changes in control and asset dispositions, which can introduce uncertainty and affect security holder rights.

Key Players & Entities

• Brookfield Asset Management Ltd. (company) — Filer of the 8-K report
• February 4, 2025 (date) — Earliest event reported date
• 0001104659-25-009249 (accession_number) — SEC filing accession number

FAQ

Filing Documents

• tm254612d2_8k.htm (8-K) — 43KB
• tm254612d2_ex3-1.htm (EX-3.1) — 272KB
• tm254612d2_ex99-1.htm (EX-99.1) — 11KB
• 0001104659-25-009249.txt ( ) — 550KB
• bam-20250204.xsd (EX-101.SCH) — 3KB
• bam-20250204_lab.xml (EX-101.LAB) — 33KB
• bam-20250204_pre.xml (EX-101.PRE) — 22KB
• tm254612d2_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information contained in Item 2.01 is hereby incorporated by reference into this Item 1.01.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On October 31, 2024, BAM and Brookfield Corporation (" BN ") entered into an arrangement agreement (the " Arrangement Agreement ") whereby BAM would own and reflect 100% of the asset management business (the " Arrangement "), and BN's 73% interest in the asset management business would be held indirectly through BN's ownership of approximately 73% of BAM's Class A Limited Voting Shares (the " Class A Shares "). Upon completion of the Arrangement on February 4, 2025, BAM acquired approximately 73% of the outstanding common shares (" Common Shares ") of Brookfield Asset Management ULC (the " Asset Management Company "), which holds Brookfield's asset management business, from BN and certain of its subsidiaries in exchange for 1,194,021,145 newly-issued Class A Shares, on a one-for-one basis. In connection with the Arrangement, the voting agreement between BN and BAM that, among other things, entitled each of BAM and BN the right to nominate one-half of the directors of the Asset Management Company (with each of BAM and BN agreeing to vote its Common Shares in favor of such nominated directors), was terminated. The Arrangement was approved by BAM shareholders at a special meeting held on January 27, 2025. The Supreme Court of British Columbia also issued a final order approving the Arrangement on January 30, 2025. A copy of the Arrangement Agreement was filed as Exhibit 99.2 to BAM's Form 6-K filed with the SEC on November 1, 2024. Item3.02 Unregistered Sales of Equity Securities. The Class A Shares issued to BN and certain of its subsidiaries in the Arrangement were issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders. Prior to the Arrangement, holders of ClassA Shares were entitled to elect one-half of the board of directors of BAM (the " Board ") and holders of BAM's ClassB Limited Voting Shares (" Class B Shares ") were entitled to elect the other one-half of the Board. In connection with the Arrangement, BAM's articles were amended to provide that, at any time that: (a) BN (or its successor) and its subsidiaries beneficially own a number of ClassA Shares that exceeds 50% of the aggregate number of all the issued and outstanding ClassA Shares and ClassB Shares as of the record date for any meeting of shareholders, holders of ClassA Shares and holders of ClassB Shares will vote together as a single class in the election of the Board at such meeting of shareholders; or (b) BN (or its successor) and its subsidiaries beneficially own a number of ClassA Shares that is not less than 20% but does not exceed 50% of the sum of all the issued and outstanding ClassA Shares and ClassB Shares as of the record date for any meeting of shareholders: (i) BN (or its successor) will be entitled to elect one of the directors who would otherwise be elected by other holders of the ClassA Shares at such meeting of shareholders; (ii) holders of ClassA Shares, including BN (or its successor) solely in respect of any ClassA Shares that it and its subsidiaries beneficially own in number that exceeds 20% of the sum of all the issued and outstanding ClassA Shares and ClassB Shares, will be entitled to elect one-half of the Board less such number of directors to be elected by BN (or its successor) under (i)above at such meeting of shareholders; and (iii) holders of ClassB Shares will be entitled to elect the other one-half of the Board at such meeting of shareholders. The information set forth in this Item 3.03 is qualified in its entirety by reference to the complete text of BAM's articles, a copy of which is filed as Exhibit 3.1 to this Fo

07

Item 5.07. Submission of Matters to a Vote of Security Holders. The information set forth in Item 2.01 and Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 4, 2025, BAM issued a press release announcing the completion of the Arrangement. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Current Report on Form 8-K under Item 7.01, including the attached Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information contained in this Current Report on Form 8-K under Item 7.01 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or any filing under the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial BAM will provide the financial days after the required filing date for this Current Report on Form 8-K. (b) Pro Forma Financial Information BAM will provide the pro forma financial information required to be filed under Item 9.01(b) of Form 8-K by amendment to this Current Report on Form 8-K no later than 71 calendar days after the required filing date for this Current Report on Form 8-K. (d) Exhibits. Exhibit Number Description 2.1 Arrangement Agreement dated October 31, 2024 between Brookfield Asset Management Ltd. and Brookfield Corporation (incorporated by reference to Exhibit 99.2 of Form 6-K filed by BAM on November 1, 2024) 3.1 Articles of Brookfield Asset Management Ltd. 99.1 Press release dated February 4, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized. Date: February 4, 2025 Brookfield Asset Management Ltd. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Managing Director, Legal & Regulatory and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR