United States securities and exchange commission logo
November 8, 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.
Registration
Statement on Form F-1
Filed October 19,
2022
File No. 333-267935
Dear Bruce Flatt:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1
Capitalization, page 71
1. Please disclose how the
Brookfield Reinsurance subscription for approximately
2.7 million Class A
Shares of the Manager for $150 million in cash, which you described
as a step in effecting
the Arrangement and Special Distribution, is reflected in the Pro
Forma Capitalization
table.
Corporate Structure, page 73
2. We note your response
to prior comment 3, the revised diagram of the simplified
corporate structure of
the Manager immediately following completion of the Arrangement
and Special
Distribution, as well as your disclosure of the timing of the transaction on
page 64. Please address
the following:
Bruce Flatt
FirstName
Brookfield LastNameBruce Flatt
Asset Management Ltd.
Comapany 8,
November NameBrookfield
2022 Asset Management Ltd.
November
Page 2 8, 2022 Page 2
FirstName LastName
In footnote 1, clarify that to effect the Special Distribution
to shareholders of
Brookfield Reinsurance if the Corporation s shareholders
approve the Arrangement,
the Corporation will subscribe for shares of Brookfield
Reinsurance and that
thereafter Brookfield Reinsurance will subscribe for Class A
Shares of the Manager.
Disclose that Class A shares of the Manager to be acquired by
Brookfield
Reinsurance to effect the Special Distribution will be aside from
the Corporations
acquisition of Manager Class A and Class B shares in exchange for
25% interest in
Brookfield Asset Management ULC.
Reflect that Brookfield Reinsurance will obtain the Class A
Shares of the Manager to
affect the Special Distribution as dotted lines via the
Corporation's subscription for
shares of Brookfield Reinsurance and then the subscription of
Brookfield
Reinsurance for Class A Shares of the Manager to clearly
distinguish the steps of the
Arrangement and Special Distribution.
Pro Forma Financial Information, page 78
3. We note your response to prior comment 4 and your disclosure on page
78 that the Pro
Forma Financial Statements reflect three transaction steps of the
Arrangement and the
Special Distribution. Please address the following:
Tell us and clarify how the Brookfield Reinsurance subscription
for approximately
2.7 million Class A Shares of the Manager for $150 million in cash
is reflected in the
Unaudited Pro Forma Financial Statements, including your basis for
the inclusion of
the 2.7 million Class A Shares of the Manager in the approximately
386 million of
Class A Shares in the Manager Pro Forma amounts prior to the
receipt of cash for the
settlement of the subscription.
Disclose in Note 3.a., if true, that Class A Shares of the Manager
have no par value
and as such the full proceeds from the issuance of shares should
be recognized in the
respective equity share accounts.
Exhibits
4. We note your disclosure on pages 10 and 63 that if the Capital
Reduction Resolution is
approved, Brookfield Reinsurance shareholders are expected to receive
a tax free
distribution. Please tell us why you do not believe a tax opinion is
required pursuant to
Item 601(b)(8) of Regulation S-K, as this appears to be a material tax
consequence about
which you are making a representation in the filing.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Bruce Flatt
Brookfield Asset Management Ltd.
November 8, 2022
Page 3
You may contact Michelle Miller at (202) 551-3368 or Bonnie Baynes (202)
551-4924 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya K. 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
November 8, 2022 Page 3
cc: Mile Kurta, Esq.
FirstName LastName