Brookfield Reinsurance completes exchange offer

Torys acted as counsel to Brookfield Reinsurance with a team that included Karrin Powys-Lybbe, Mile Kurta, Leah Frank, Daniel H.S. Masliyah, Kendall Grant, Jude Gee, Jordan Wright, Ronen Nehmad, Brianna Pioli, Andrea Das-Wieczorek and James Flynn (corporate/Canadian and U.S. securities), Corrado Cardarelli, Gwen Watson, Richard Johnson and Ian Farndon (Canadian tax), David Mattingly and Chris Saki (U.S. tax).

On August 18, 2023, Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”) announced its intention to commence an offer whereby holders of class A limited voting shares of Brookfield Corporation would have the opportunity to voluntarily exchange up to 40,000,000 of those shares for newly-issued shares of Brookfield Reinsurance on a one-for-one basis.

The Brookfield Reinsurance shares under the offer were class A-1 exchangeable non-voting shares of Brookfield Reinsurance, which are (i) convertible into Brookfield Reinsurance class A exchangeable limited voting shares, and (ii) exchangeable into Brookfield Corporation class A limited voting shares, in each case on a one-for-one basis.

The offer was subject to a number of conditions described in the offer to exchange/circular, including listing of the Brookfield Reinsurance Shares on both the New York Stock Exchange and the Toronto Stock Exchange, a final receipt of the prospectus from the Canadian securities authorities and the registration statement being declared effective by the U.S. Securities and Exchange Commission and other customary approvals.

Preliminary results of the offer were announced on November 14, 2023, in which approximately 32.5 million class A limited voting shares of Brookfield Corporation were tendered in exchange for the newly-issued class A-1 exchangeable non-voting shares of Brookfield Reinsurance. Closing of the offer took place on November 16, 2023.

Further information can be found on Globe Newswire’s website.

Brookfield Reinsurance operates a leading capital solutions business providing insurance and reinsurance services to individuals and institutions. Through its operating subsidiaries, Brookfield Reinsurance offers a broad range of insurance products and services, including life insurance and annuities, and personal and commercial property and casualty insurance. Each class A exchangeable limited voting share of Brookfield Reinsurance is exchangeable on a one-for-one basis with a class A limited voting share of Brookfield Corporation.