Brookfield Reinsurance Ltd. Files SC 13D/A Amendment

TL;DR

Brookfield Reinsurance Ltd. (BNRE) filed a 13D/A amendment, Bruce Flatt involved. Watch for share movement.

AI Summary

Brookfield Reinsurance Ltd. filed an amendment (SC 13D/A) on September 3, 2024, indicating a change in its filing status. This amendment, specifically the third one, was filed by Bruce Flatt, who is associated with Brookfield Asset Management Ltd. The filing relates to Class A Exchangeable Limited Voting Shares of Brookfield Reinsurance Ltd. and was triggered by an event on August 29, 2024.

Why It Matters

This filing indicates a change in the beneficial ownership or control of Brookfield Reinsurance Ltd. shares, which could signal strategic shifts or new investment activities by significant stakeholders.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D often signal significant changes in a company's ownership structure or strategy, which can introduce volatility.

Key Numbers

• 3 — Amendment Number (Indicates this is the third amendment to the original filing.)
• 20240903 — Filing Date (The date the amendment was officially filed with the SEC.)
• 20240829 — Event Date (The date of the event that required this filing.)

Key Players & Entities

• Brookfield Reinsurance Ltd. (company) — Subject Company
• Bruce Flatt (person) — Filing Person
• Brookfield Asset Management Ltd. (company) — Associated Entity
• Class A Exchangeable Limited Voting Shares (security) — Title of Class of Securities

FAQ

Key Financial Figures

• $25 million — hese Facilities are currently less than $25 million but can be drawn up to $150 million and
• $150 million — than $25 million but can be drawn up to $150 million and may be secured by a pledge by Mr. F

Filing Documents

• d316598dsc13da.htm (SC 13D/A) — 30KB
• 0001193125-24-212122.txt ( ) — 32KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration . Item 3 of the Original Schedule 13D is hereby supplemented to include the information set forth in Items 4 and 5 of this Amendment No. 3.

Purpose of Transaction

Item 4. Purpose of Transaction .

of

Item 4 of the Original Schedule 13D is hereby supplemented to include the information set forth in Item 5 of this Amendment No. 3 and the following: On August 9, 2024, the Issuers bye-laws were amended to (i) implement a voting restriction on the Class A Exchangeable Shares whereby no shareholder will be able to vote more than 9.9% of the outstanding Class A Exchangeable Shares, even if their ownership exceeds 9.9% (the Voting Restriction ), and (ii) provide for the automatic re-designation of all of the issued and outstanding Class A-1 Exchangeable Shares into Class A Exchangeable Shares on a one-for-one basis (the Automatic Redesignation ). The Automatic Redesignation took effect on August 29, 2024. Upon the effectiveness of the Automatic Redesignation, Mr. Flatt no longer owns any Class A-1 Exchangeable Shares and owns, directly and indirectly 1 , 15,827,967 Class A Exchangeable Shares. Due to the Voting Restriction, Mr. Flatt is deemed to carry voting rights representing only 9.9% of the outstanding Class A Exchangeable Shares immediately following the effectiveness of the Automatic Redesignation. The Letter Agreement has been terminated by Mr. Flatt and the Issuer and is of no further force or effect as a result of the Automatic Redesignation.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer .

(a)-(c) of the Schedule 13D is hereby amended and restated as follows

Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows: (a)-(b) The information relating to the beneficial ownership of the Class A Exchangeable Shares set forth in Rows 7 through 13 of the cover page hereto is incorporated by reference herein. The aggregate number and percentage of Class A Exchangeable Shares held by Mr. Flatt to which this Schedule 13D relates is 15,827,967 shares, constituting approximately 36.5% of the Issuers currently outstanding Class A Exchangeable Shares. The percentage of Class A Exchangeable Shares of the Issuer is based on an aggregate number of Class A Exchangeable Shares of 43,385,526 outstanding as of June 30, 2024, as disclosed in the Issuers interim report for the quarter ended June 30, 2024 filed with the Securities and Exchange Commission on August 14, 2024. 1 Including in certain instances through non-controlling interests. (c) Other than the transactions described in this Amendment No. 3, there have been no transactions by Mr. Flatt in the Class A Exchangeable Shares during the past 60 days.

Contracts, Arrangements,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

of the Amended Schedule 13D is hereby supplemented to include the

Item 6 of the Amended Schedule 13D is hereby supplemented to include the information set forth in Item 4 of this Amendment No. 3 and the following: The Class A Exchangeable Shares are exchangeable into class A limited voting shares of Brookfield Corporation (the Brookfield Class A Shares ) on a one-for-one basis. In light of this exchange feature, they are for economic purposes the same security. As a result, Mr. Flatt manages his investment in the Class A Exchangeable Shares and his investment in the Brookfield Class A Shares as a single portfolio and, as such, may from time to time enter into customary contracts, agreements, understandings or other arrangements that include the Class A Exchangeable Shares for the purposes of managing his overall investment portfolio. Mr. Flatt has in the past and may in the future enter into loan facilities (collectively, the Facilities ) with bank lenders (collectively, the Lenders ) entitling Mr. Flatt to draw on the Facilities to manage his investments. Amounts drawn by Mr. Flatt under these Facilities are currently less than $25 million but can be drawn up to $150 million and may be secured by a pledge by Mr. Flatt of securities held within one or more collateral accounts with the Lenders (collectively, the Accounts ). The Accounts may in the future include some or all of the 12.7 million Class A Exchangeable Shares directly owned by Mr. Flatt. The value of the loans that could be outstanding under the Facilities represents less than 10% of the current value of Mr. Flatts holdings of Brookfield Class A Shares on an as-exchanged basis. Upon the occurrence of certain events that are customary for this type of facility, the Lenders may exercise their rights to require Mr. Flatt to pre-pay the Facilities or post additional collateral or may take other remedies if the foregoing measures are not completed in a timely fashion.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. September 3, 2024 By: /s/ Bruce Flatt Name: Bruce Flatt

View Full Filing

View this SC 13D/A filing on SEC EDGAR