United States securities and exchange commission logo
September 14, 2023
Swati Mandava
Managing Director, Legal and Regulatory
Brookfield Corporation
Brookfield Place
181 Bay Street, Suite 100
Toronto, Ontario, Canada M5J 2T3
Re: Brookfield
Corporation
Registration
Statement on Form F-3
Filed August 18,
2023
File No. 333-274061
Dear Swati Mandava:
We have limited our review of your registration statement to
those issues we have
addressed in our 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-3 filed August 18, 2023
General
1. We note that your
registration statement registers 40 million Class A limited voting shares
that may be issued to
satisfy any exchange, redemption or acquisition of class A-1
exchangeable non-voting
shares that are not yet outstanding and will be newly-issued
pursuant to your and
Brookfield Reinsurance Ltd.'s exchange offer on Form F-4. Please
provide us with your
analysis of your eligibility to use Form F-3.
2. Please provide
disclosure in your prospectus regarding what it means for Brookfield
Corporation and
Brookfield Reinsurance Ltd. to be "paired entities." Please clarify here
and throughout, if
true, that "paired entity" is not a legal definition, or provide
Swati Mandava
FirstName
Brookfield LastNameSwati Mandava
Corporation
Comapany 14,
September NameBrookfield
2023 Corporation
September
Page 2 14, 2023 Page 2
FirstName LastName
an appropriate discussion of the legal and other requirements,
including any relevant
listing requirements for your "paired entity" structure.
Alternatively, please clarify that
"paired entity" is your own designation and that Brookfield
Corporation and Brookfield
Reinsurance Ltd. are separate corporate entities where shareholders
retain the right to
exchange shares of one entity into a equivalent class of the other.
Indicate that there are
material differences between the rights of holders of your
exchangeable shares and
holders of the Brookfield Class A Shares under the governing documents
of your
company and Brookfield Reinsurance Ltd., respectively, and the
applicable laws.
3. Please provide prominent disclosure in your registration statement
regarding the
concurrent offerings that relate to this tranaction and how this
offering fits into the overall
transaction. See the Form F-4 filed by Brookfield Reinsurance Ltd. and
your Schedule
TO filings.
4. Please provide an organizational chart showing the relationship
between the various
Brookfield corporate entities such as Brookfield Corporation,
Brookfield Reinsurance Ltd.
and Brookfield Asset Management Ltd.
5. Please remove the disclosure at the bottom of page 51 to page 52. The
company is
responsible for the accuracy of the document throughout.
Cover Page
6. We note the disclosure on the cover page that "Each exchangeable share
is exchangeable
at the option of the holder thereof for one Brookfield Class A Share
(subject to adjustment
to reflect certain capital events) or its cash equivalent." Please
clarify here and throughout
how this is "at the option of the holder" in light of the fact that
Brookfield Corporation can
determine the form of payment.
Exhibits
7. The legal opinion filed as Exhibit 23.1 appears to solely cover the 40
million class A
limited voting shares. Please provide a legal opinion also covering
the 9,285,952
Brookfield Class A Shares from your prior registration statement on
Form F-3 and the
1,165,000 Brookfield Class A Shares issued in your March 2023 private
placement.
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.
Swati Mandava
Brookfield Corporation
September 14, 2023
Page 3
You may contact Isabel Rivera at 202-551-3518 or Pam Howell at
202-551-3357 if you
have any questions.
Sincerely,
FirstName LastNameSwati Mandava
Division of Corporation
Finance
Comapany NameBrookfield Corporation
Office of Real Estate &
Construction
September 14, 2023 Page 3
cc: Mile T. Kurta
FirstName LastName