Securities Registration (section 12(b)) (8-a12b)
November 24 2020 - 05:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Brookfield
Finance I (UK) plc
(Exact name of registrant as specified in its charter)
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Brookfield
Asset Management Inc.
(Exact name of registrant as specified in its charter)
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England and Wales
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Ontario, Canada
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(State of incorporation or organization)
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(State of incorporation or organization)
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Not Applicable
(I.R.S. Employer Identification No.)
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Not Applicable
(I.R.S. Employer Identification No.)
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Level 25, One Canada Square
London, United Kingdom, E14 5AA
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Brookfield Place, 181 Bay Street
Suite 300, P.O. Box 762
Toronto, Ontario, M5J 2T3
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(Address of principal executive offices, including zip code)
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(Address of principal executive offices, including zip code)
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Securities to be registered pursuant
to Section 12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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4.50% Perpetual Subordinated Notes (and the
subordinated guarantee related thereto)
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The New York Stock Exchange
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box. x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box. ¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ¨
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: 333-249132 and 333-249134-03
Securities
to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED
IN REGISTRATION STATEMENT
Brookfield Finance
I (UK) plc (the “Issuer”) and Brookfield Asset Management Inc. (“Brookfield”) filed with the Securities
and Exchange Commission (the “SEC”) a prospectus supplement dated November 17, 2020 (the “Prospectus Supplement”)
to a short-form base shelf prospectus dated October 6, 2020 (the “Base Prospectus”), relating to securities to be registered
hereunder included in the Issuer’s and Brookfield’s joint Registration Statement on Form F-10 and F-3 (File Nos. 333-249132
and 333-249134-03), which became effective on October 7, 2020.
Item 1.
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Description
of Registrant’s Securities to be Registered.
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The Issuer and Brookfield
are registering hereunder $230,000,000 in aggregate principal amount of the Issuer’s 4.50% Perpetual Subordinated
Notes (the “Notes”). The Notes will be fully and unconditionally guaranteed, on a subordinated basis, as to payment
of principal, premium (if any) and interest and certain other amounts by Brookfield. For a description of the Notes, reference
is made to the information under the heading “Description of Debt Securities” of the Base Prospectus, as supplemented
by the information under the heading “Description of the Notes” in the Prospectus Supplement. Such information is incorporated
herein by reference and made a part of this registration statement in its entirety. The Notes will be governed by the Indenture
dated November 24, 2020, as amended and supplemented by the First Supplemental Indenture, dated November 24, 2020, by and among
the Issuer, Brookfield, Computershare Trust Company of Canada, as Canadian trustee and Computershare Trust Company, N.A., as U.S.
trustee, copies of which are incorporated by reference herein.
Exhibit Number
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Description
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4.1
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Indenture dated November 24, 2020, by and among Brookfield Asset Management Inc., as guarantor, Brookfield Finance I (UK) plc, as issuer, Computershare Trust Company of Canada, as Canadian trustee and Computershare Trust Company, N.A., as U.S. trustee (filed as Exhibit 99.1 to Brookfield Asset Management Inc.’s Form 6-K on November 24, 2020)
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4.2
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First Supplemental Indenture November 24, 2020, by and among Brookfield Asset Management Inc., as guarantor, Brookfield Finance I (UK) plc, as issuer, Computershare Trust Company of Canada, as Canadian trustee and Computershare Trust Company, N.A., as U.S. trustee (filed as Exhibit 99.2 to Brookfield Asset Management Inc.’s Form 6-K on November 24, 2020)
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4.3
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Form of 4.50% Perpetual Subordinated Notes (included in Exhibit 99.2 to Brookfield Asset Management’s Form 6-K filed on November 24, 2020)
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SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
Date: November 24, 2020
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BROOKFIELD FINANCE I (UK) PLC
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By:
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/s/ Kunal Dusad
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Name:
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Kunal Dusad
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Title:
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Chief Financial Officer
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BROOKFIELD ASSET MANAGEMENT INC.
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By:
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/s/ J. Bruce Flatt
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Name:
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J. Bruce Flatt
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Title:
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Director and Chief Executive Officer
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