SEC Form SC 13D/A filed by Brookfield Asset Management Reinsurance Partners Ltd. (Amendment)
1
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NAMES OF REPORTING PERSONS
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BROOKFIELD REINSURANCE LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BERMUDA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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15,886,163(1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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15,886,163(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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15,886,163
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.38%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING PERSONS
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BAM RE PARTNERS TRUST
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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BERMUDA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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15,886,163(1)
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9
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SOLE DISPOSITIVE POWER
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0
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|
||||
10
|
SHARED DISPOSITIVE POWER
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|
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||
15,886,163(1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
||
15,886,163(1)
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|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
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|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.38%(2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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BAM RE HOLDINGS LTD.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
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|
||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
AF
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|||
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
BERMUDA
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|
|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
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|
||||
8
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SHARED VOTING POWER
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|
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||
15,886,163(1)
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9
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SOLE DISPOSITIVE POWER
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||
0
|
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|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
15,886,163(1)
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|
|||
|
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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||
15,886,163(1)
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|
|||
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|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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||
20.38%(2)
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|
|
|||
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|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
||
CO
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1
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NAMES OF REPORTING PERSONS
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NORTH END RE (CAYMAN) SPC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
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|||
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|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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|
☐
|
||
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CAYMAN ISLANDS
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
|
SOLE VOTING POWER
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|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
12,028,979
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|
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|||
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|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
12,028,979
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
12,028,979
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
15.43%(1)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
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|
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Item 4. |
Purpose of Transaction:
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
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Item 7. |
Material to Be Filed as Exhibits:
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Exhibit 99.1 |
Joint Filing Agreement
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Exhibit 99.2 |
Merger Agreement, dated July 4, 2023 (incorporated by reference to Exhibit 2.1 of the Issuer’s Form 8-K filed with the Commission on July 5, 2023)
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Exhibit 99.3 |
Voting Agreement, dated July 4, 2023 (incorporated by reference to Exhibit 10.2 of the Issuer’s Form 8-K filed with the Commission on July 5, 2023)
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Exhibit 99.4 |
Press Release, issued by the Reporting Persons and the Issuer, dated July 5, 2023
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BROOKFIELD REINSURANCE LTD.
|
||||
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By:
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/s/ Anna Knapman-Scott | ||
Name: | Anna Knapman-Scott | |||
Title: | Corporate Secretary |
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BAM RE TRUSTEE LTD.,
for and on behalf of BAM RE PARTNERS TRUST |
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By:
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/s/ Kathy Sarpash
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Name: |
Kathy Sarpash
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Title: |
Vice President
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|||
BAM RE HOLDINGS LTD.
|
||||
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By:
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/s/ Anna Knapman-Scott | ||
Name: | Anna Knapman-Scott | |||
Title: | Secretary |
|||
NORTH END RE (CAYMAN) SPC
|
||||
|
By:
|
/s/ Gregory McConnie
|
||
Name: |
Gregory McConnie
|
|||
Title: |
Director and Chief Executive Officer
|
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