United States securities and exchange commission logo
October 5, 2022
Bruce Flatt
Chief Executive Officer
Brookfield Asset Management Ltd.
EP 100, Brookfield Place, 181 Bay Street
Toronto, Ontario, Canada M5J 2T3
Re: Brookfield Asset
Management Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted September
21, 2022
CIK No. 0001937926
Dear Bruce Flatt:
We have reviewed your amended 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.
Amendment 1 to Draft Registration Statement on Form F-1
General
1. We note recent news
publications describing your $30 billion funding partnership with
Intel to fund the cost
of building new chip-making facilities in Chandler, Arizona. If this
agreement is material
to your business, please describe it in the prospecuts and file it as an
exhibit or tell us why
you are not required to do so.
Notice to the Investors, page 2
2. Revise to clarify that
the financial information included in the prospectus has been
derived, if true, from
the "audited" balance sheet of Brookfield Asset Management Ltd.
as of July 4, 2022
together with accompanying notes thereto, and also from the "audited"
Bruce Flatt
FirstName
Brookfield LastNameBruce Flatt
Asset Management Ltd.
Comapany
October NameBrookfield Asset Management Ltd.
5, 2022
October
Page 2 5, 2022 Page 2
FirstName LastName
combined consolidated carve-out financial statements of Brookfield
Asset Management
ULC, as at December 31, 2021 and December 31, 2020 and for the years
ended December
31, 2021, December 31, 2020 and December 31, 2019, with the
accompanying notes
thereto.
Corporate Structure, page 71
3. We note your response to prior comment 8. Please revise your diagram
and related
footnote disclosures on page 73 of the simplified corporate structure
of the Manager
immediately following completion of the Arrangement and the Special
Distribution to
disclose the following:
Revise to disclose the details of the Manager's 0.7% issued and
outstanding Class A
shares received by Brookfield Reinsurance shareholders, including
all entities
involved.
Revise to disclose if the Corporation is the current or former
parent to any entities,
and provide a brief narrative for any change thereto.
Pro Forma Financial Information, page 75
4. We note your responses to prior comments 8, 9 and 10 and your
disclosures on the
Preliminary Prospectus cover page that the prospectus has been
prepared by Brookfield
Asset Management Ltd. (the Manager ) and is being furnished to
the shareholders of
Brookfield Asset Management Reinsurance Partners Ltd. ( Brookfield
Reinsurance ), in
connection with the planned special dividend or distribution (the
Special Distribution )
by Brookfield Reinsurance of Class A limited voting shares of the
Manager ( Class A
Shares ) to the holders of its Class A exchangeable limited voting
shares ( Brookfield
Reinsurance Class A Shares ) and Class B limited voting shares (
Brookfield Reinsurance
Class B Shares ).
And, that immediately before Brookfield Reinsurance effects the
Special Distribution,
Brookfield Asset Management Inc. (the Corporation ) intends to
implement a court
approved plan of arrangement (the Arrangement ) where upon
completion of the
Arrangement (i) the shareholders of the Corporation will become
shareholders of the
Manager, which will acquire a 25% interest in the Corporations asset
management
business, while retaining their shares of the Corporation. Please
address the following:
Provide us with your accounting analysis of the Arrangement and
the Special
Distribution to Brookfield Reinsurance under U.S. GAAP, including
by whom the
Special Distribution will be affected. Refer to ASC 845-10-30;
paragraphs 12-13.
Tell us and enhance your disclosures to clarify how the Special
Distribution to the
shareholders of Brookfield Reinsurance of the Manager Class A
Shares is reflected in
the Pro Forma statements, including if there could be an
accounting impact to the
Manager depending on how the shareholders of Brookfield
Reinsurance elect the
payment of Special Distribution as either a dividend or capital
reduction.
Disaggregate Common Equity Manager in the Pro Forma balance
sheet to present
Bruce Flatt
Brookfield Asset Management Ltd.
October 5, 2022
Page 3
the underlying individual equity accounts, such as Common Stock
Class A, Class B,
Additional Paid in Capital and Retained Earnings to reflect the
impact of the
accounting for the Arrangement and Special Distribution to the
Manager.
Revise your Pro Forma Financial Statement headings to
parenthetically refer to
"Brookfield Asset Management Ltd. (the Manager)," and also add
Manager to the
resulting adjusted Pro Forma column heading.
Revise to present the Manager financial statements as of July 4,
2022. Refer to Rule
3-05(b)(2).
Tell us your basis for including all of the accounts of Brookfield
Asset Management
ULC (pro forma)(1) in the Pro Forma financial statements and
classifying the related
adjustments to eliminate the 75% of the Asset Management Company to
be retained
by Brookfield Asset Management ULC as Transaction Accounting
Adjustments
when you define the Arrangement as the contribution by Brookfield
Asset
Management Inc. of 25% interest in its asset management business in
exchange for
shares of the Manager to the shareholders of the Corporation.
You may contact Michelle Miller at 202-551-3368 or Bonnie Baynes at
202-551-4924 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya Aldave at 202-551-3601 or John Dana Brown at 202-551-3859 with
any other
questions.
Sincerely,
FirstName LastNameBruce Flatt
Division of
Corporation Finance
Comapany NameBrookfield Asset Management Ltd.
Office of Finance
October 5, 2022 Page 3
cc: Mile Kurta, Esq.
FirstName LastName