Amendment: SEC Form SCHEDULE 13D/A filed by Brookfield Asset Management Inc
$BAM
Other Consumer Services
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Brookfield Asset Management Ltd. (Name of Issuer) |
Class A Limited Voting Shares (Title of Class of Securities) |
113004105 (CUSIP Number) |
Swati Mandava Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100 Toronto, A6, M5J 2T3 (416) 363 9491 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 113004105 |
| 1 |
Name of reporting person
Brookfield Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,193,021,145.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
72.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, amount consists of Class A Limited Voting Shares ("Class A Shares") of Brookfield Asset Management Ltd. (the "Issuer") held by Brookfield Corporation ("BN") through its wholly owned subsidiaries, BN BAM Holding Inc., BN BAM Holding 2 Inc., BN BAM Holding 3 Inc., BN BAM Holding 4 Inc., BN BAM Holding 5 Inc., BN BAM Holding 6 Inc., BN BAM SPV Finance Inc. and Brookfield Renewable Power Inc. and includes Class A Shares to be held by Brookfield Wealth Solutions Ltd. ("BNT") , a paired corporation to BN, or its subsidiaries, and to be subject to the voting agreement described in Item 4.
In reference to Row 13 above, percentage ownership is based on 1,637,318,933 Class A Shares outstanding as of April 30, 2025.
SCHEDULE 13D
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| CUSIP No. | 113004105 |
| 1 |
Name of reporting person
BAM Partners Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,193,021,145.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
72.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, amount consists of Class A Shares beneficially owned by BN (including certain of its subsidiaries) and BNT or its subsidiaries. BAM Partners Trust ("BAM Partners") may be deemed to have indirect beneficial ownership of the Class A Shares since BAM Partners is the sole owner of the Class B limited voting shares of BN and has the ability to appoint one half of the board of directors of BN and approve, along with the holders of Class A Shares, all other matters requiring shareholder approval of BN with no single individual or entity controlling BAM Partners.
In reference to Row 13 above, percentage ownership is based on 1,637,318,933 Class A Shares outstanding as of April 30, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Limited Voting Shares | |
| (b) | Name of Issuer:
Brookfield Asset Management Ltd. | |
| (c) | Address of Issuer's Principal Executive Offices:
Brookfield Place, 250 Vesey Street, 15th Floor, New York,
NEW YORK
, 10281-0221. | |
Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 1 (this "Amendment No. 1") amends and supplements the Schedule 13D originally filed on February 5, 2025 (the "Schedule 13D") to reflect the transactions described in Item 4 of this Amendment No. 1. Information and defined terms reported in the original Schedule 13D remain in effect except to the extent amended or superseded by information or defined terms contained in this Amendment No. 1. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the original Schedule 13D is hereby supplemented as follows:
On May 14, 2025, BN and BNT, a paired entity to BN, entered into a share transfer agreement (the "Share Transfer Agreement"), pursuant to which BN will transfer 65,000,000 Class A Shares of the Issuer to BNT. BN will receive consideration, in the form of class C non-voting shares of BNT or notes, or a combination thereof, which is equal to US$3,327,727,000, the fair market value of the transferred Class A Shares (the "Class A Share Transfer"). BNT may subsequently transfer such Class A Shares to its subsidiaries.
After giving effect to the Class A Share Transfer, BNT will own 65,000,000 Class A Shares, all of which will be subject to a voting agreement to be entered into between BN and BNT dated as of the date of the closing of the Class A Share Transfer (the "Voting Agreement"), whereby BN and BNT will agree that all decisions to be made with respect to the voting of the Class A Shares held by BNT and its subsidiaries will be made jointly by mutual agreement of BNT and/or the applicable BNT subsidiary and BN.
The foregoing descriptions of the Share Transfer Agreement and the Voting Agreement do not purport to be complete and are qualified in their entirety by reference to such agreements. A copy of the Share Transfer Agreement and the form of Voting Agreement are attached as Exhibit 99.4 and Exhibit 99.5, respectively, to this Amendment No. 1 and are incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
(a)-(b) The aggregate number and percentage of Class A Shares held by the Reporting Persons to which this Schedule 13D relates is 1,193,021,145 Class A Shares (which includes the 65,000,000 Class A Shares to be transferred to BNT and subject to the Voting Agreement), constituting approximately 72.9% of the Issuer's currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of 1,637,318,933 outstanding as of April 30, 2025. | |
| (b) | Item 5(b) of Schedule 13D is hereby amended and restated as follows: The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference. | |
| (c) | Item 5(c) of Schedule 13D is hereby amended and restated as follows:
(c) Except as described herein, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented as follows:
The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
99.4 Share Transfer Agreement between Brookfield Corporation and Brookfield Wealth Solutions Ltd., dated as of May 14, 2025.
99.5 Form of Voting Agreement between Brookfield Corporation and Brookfield Wealth Solutions Ltd. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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