United States securities and exchange commission logo
January 26, 2021
Sachin Shah
Chief Executive Officer
Brookfield Asset Management Reinsurance Partners Ltd.
c/o Brookfield Bermuda Ltd.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Re: Brookfield Asset
Management Reinsurance Partners Ltd.
Draft Registration
Statement on Form F-1
Submitted December
30, 2020
CIK. No. 0001837429
Dear Mr. Shah:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1
Cover Page
1. Please clarify your
discussion of shareholder approvals on the cover page to state that all
matters that require
shareholder approval must also be approved by the holder of the class
B shares. Add
appropriate risk factor disclosure regarding this or advise.
Questions and Answers Regarding the Special Dividend
Will there be any significant shareholders of our company after the
special dividend?, page 13
2. Please expand to
clarify the percentage voting interests of these significant shareholders as
to both their Class A
and Class B Shares and to disclose that the Class B Shareholders will
Sachin Shah
FirstName
Brookfield LastNameSachin Shah
Asset Management Reinsurance Partners Ltd.
Comapany
January 26,NameBrookfield
2021 Asset Management Reinsurance Partners Ltd.
January
Page 2 26, 2021 Page 2
FirstName LastName
have the right to elect half the Board.
Summary
Summary of Risk Factors
Risks relating to the class A exchangeable shares, page 25
3. Please expand to highlight that holders of class A exchangeable shares
will not have a
right to elect whether to receive Brookfield Class A Shares when they
request an
exchange. Also clarify, if true, that such holders will not know what
form of payment they
will receive when they request an exchange.
The Special Dividend
Transactions Occurring Prior to the Special Dividend, page 68
4. We note disclosure here, on page 80 under "(2) Class A exchangeable
shares" and
elsewhere that Brookfield Asset Management will receive Class A
exchangeable shares in
your company and note disclosures elsewhere that Brookfield Asset
Management will not
own any voting shares or Class A exchangeable shares in your company.
Please
add language clarifying that immediately following the distribution of
the Special
Dividend, Brookfield Asset Management will not own any Class A
exchangeable shares
or other voting shares in Brookfield Asset Management Reinsurance
Partners Ltd. or
advise.
Corporate Structure, page 75
5. Please expand the narrative and diagram of the corporate structure
after completion of the
special dividend to include the percentage of economic and voting
interest to be held by
each of the share classes and to also disclose the ownership interest
and voting power
Class B shareholders will have in the Class A Exchangeable shares
immediately following
the special dividend.
Description of Our Share Capital, page 144
6. We note your disclosure in the Risk Factors and under Comparison of
the OBCA and the
Bermuda Act. Please revise the description of the company s share
capital to disclose
your exclusive forum provisions, clearly describing any risks or other
impacts on
investors, any uncertainty about enforceability and whether they apply
to federal securities
law claims.
Security Ownership, page 173
7. Please expand the table to include ownership of the Class B and Class
C shares.
Sachin Shah
Brookfield Asset Management Reinsurance Partners Ltd.
January 26, 2021
Page 3
Consolidated Financial Statements, page F-1
8. We note your incorporation outside of the U.S. on page F-53. Please
note that the audited
financial statements of foreign private issuers should be as of a date
within 12 or 15
months of the date of filing and upon the date of effectiveness of
your initial public
offering as specified in Item 8.A.4 of Form 20-F. Also refer to
Instructions to Item 8.A.4.
You may contact Rolf Sundwall at 202-551-3105 or Bonnie Baynes at
202-551-4924 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859
with any other
questions.
FirstName LastNameSachin Shah Sincerely,
Comapany NameBrookfield Asset Management Reinsurance Partners Ltd.
Division of Corporation
Finance
January 26, 2021 Page 3 Office of Finance
FirstName LastName