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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 18, 2025
Brookfield Asset Management Ltd.
(Exact name of registrant as specified in its
charter)
| British Columbia, Canada |
|
001-41563 |
|
98-1702516 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File No.) |
|
(IRS Employee
Identification No.) |
Brookfield Place
250 Vesey Street, 15th Floor
New
York, NY 10281-0221
(Address of Principal Executive Offices)
(212) 417-7000
(Registrant’s telephone number, including
area code)
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading
Symbol(s) |
|
Name of Each Exchange
on Which Registered |
| Class A Limited Voting Shares |
|
BAM |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 18,
2025, Brookfield Asset Management Ltd. (“BAM”) completed its offering of US$600,000,000 aggregate principal amount
of 4.653% senior notes due 2030 (the “2030 Notes”) and US$400,000,000 aggregate principal amount of 5.298% senior notes
due 2036 (the “2036 Notes”, and together with the 2030 Notes, the “Notes”).
The Notes were issued pursuant to an Indenture,
dated as of April 24, 2025 (the “Base Indenture”), by and among BAM, Computershare
Trust Company of Canada, as Canadian Trustee (the “Canadian Trustee”), and Computershare Trust Company, National Association,
as U.S. trustee (the “U.S. Trustee”), as supplemented by the Third Supplemental Indenture, dated as of November 18,
2025, in respect of the 2030 Notes (the “Third Supplemental Indenture”), by and among BAM, the Canadian Trustee and
the U.S. Trustee, and the Fourth Supplemental Indenture, dated as of November 18, 2025,
in respect of the 2036 Notes (the “Fourth Supplemental Indenture”), by and among BAM, the Canadian Trustee and the
U.S. Trustee. The Base Indenture, as supplemented by the Third Supplemental Indenture or the Fourth Supplemental Indenture, as applicable,
is hereinafter referred to as the “Indenture”.
The 2030 Notes bear interest at 4.653% per annum
and will mature on November 15, 2030. Interest on the 2030 Notes is payable on May 15 and November 15 of each year, beginning
May 15, 2026. The 2036 Notes bear interest at 5.298% per annum and will mature on January 15, 2036. Interest on the 2036 Notes
is payable on January 15 and July 15 of each year, beginning July 15, 2026. BAM will be required to pay additional amounts
in connection with the Notes in the event that BAM is required to withhold or deduct certain taxes by law or by the interpretation or
administration thereof.
At any time and from time to time prior to October 15,
2030 (the date that is one month prior to the maturity date of the 2030 Notes), BAM may redeem the 2030 Notes, in whole or in part, at
a “make-whole” redemption price as described in the Indenture. At any time and from time to time on or after October 15,
2030, BAM may redeem some or all of the 2030 Notes at a redemption price equal to 100% of the principal amount of the 2030 Notes to be
redeemed plus accrued and unpaid interest thereon to the redemption date as described in the Indenture. At any time and from time to time
prior to October 15, 2035 (the date that is three months prior to the maturity date of the 2036 Notes), BAM may redeem the 2036 Notes,
in whole or in part, at a “make-whole” redemption price as described in the Indenture. At any time and from time to time on
or after October 15, 2035, BAM may redeem some or all of the 2036 Notes at a redemption price equal to 100% of the principal amount
of the 2036 Notes to be redeemed plus accrued and unpaid interest thereon to the redemption date as described in the Indenture. BAM may
also redeem the Notes in the event of certain changes affecting Canadian withholding tax.
The Indenture contains certain restrictions, including
a limitation that restricts BAM’s ability to incur liens. The Indenture also provides that BAM will be required to make an offer
to purchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to the date of repurchase upon
the occurrence of certain change of control events.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by
reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 4.1 |
|
Indenture,
dated as of April 24, 2025, among Brookfield Asset Management Ltd., Computershare Trust Company of Canada and Computershare
Trust Company, National Association (incorporated by reference to Exhibit 4.1 of Brookfield Asset Management Ltd.’s Current
Report on Form 8-K filed April 24, 2025) |
| 4.2 |
|
Third
Supplemental Indenture, dated as of November 18, 2025,
among Brookfield Asset Management Ltd., Computershare Trust Company of Canada and Computershare Trust Company, National Association. |
| 4.3 |
|
Fourth
Supplemental Indenture, dated as of November 18, 2025,
among Brookfield Asset Management Ltd., Computershare Trust Company of Canada and Computershare Trust Company, National Association. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 18, 2025
| |
Brookfield Asset Management Ltd. |
| |
|
|
| |
By: |
/s/ Kathy Sarpash |
| |
Name: |
Kathy Sarpash |
| |
Title: |
Managing Director, Legal & Regulatory and Corporate Secretary |