Q: Happy Sunday 5i researchers,
I am holding "BN" shares in my various accounts. Now received the following notice from TD waterhouse: what is the major difference between them? could you please elaborate the offer to help me understand? Thanks.
Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”, “company”, “we”, “our” or “us”) hereby offers (the
“Offer”) to exchange, upon the terms and subject to the conditions described herein, up to 40,000,000 Class A
Limited Voting Shares of Brookfield Corporation (“Brookfield Class A Shares”, and each, a “Brookfield Class A
Share”), including the Brookfield Class A Shares that may become issued and outstanding after the date of the Offer
and prior to the Expiration Time upon the exercise of options or any other rights to acquire the Brookfield Class A
Shares (such options or rights, the “Other Securities”) for newly-issued class A-1 exchangeable non-voting shares of
Brookfield Reinsurance (“class A-1 exchangeable shares”, and each, a “class A-1 exchangeable share”). Under U.S.
securities laws, Brookfield Corporation may also be deemed an offeror with respect to the Offer.
You may tender your holdings for this Offer under the following option:
Option 1: Exchange - Under the Offer, each holder of Brookfield Class A Shares (each, a “Brookfield
Shareholder”, and collectively, “Brookfield Shareholders”) who has properly tendered Brookfield Class A
Shares, and who has not properly withdrawn such Brookfield Class A Shares, will receive one class A-1
exchangeable share for each Brookfield Class A Share tendered, on the terms and subject to the conditions of
the Offer, including the provisions relating to pro-ration described in the Offer to Exchange. (Subject to
proration.)
HOLDERS WHO DO NOT WISH TO TENDER NEED NOT SUBMIT INSTRUCTIONS.
I am holding "BN" shares in my various accounts. Now received the following notice from TD waterhouse: what is the major difference between them? could you please elaborate the offer to help me understand? Thanks.
Brookfield Reinsurance Ltd. (“Brookfield Reinsurance”, “company”, “we”, “our” or “us”) hereby offers (the
“Offer”) to exchange, upon the terms and subject to the conditions described herein, up to 40,000,000 Class A
Limited Voting Shares of Brookfield Corporation (“Brookfield Class A Shares”, and each, a “Brookfield Class A
Share”), including the Brookfield Class A Shares that may become issued and outstanding after the date of the Offer
and prior to the Expiration Time upon the exercise of options or any other rights to acquire the Brookfield Class A
Shares (such options or rights, the “Other Securities”) for newly-issued class A-1 exchangeable non-voting shares of
Brookfield Reinsurance (“class A-1 exchangeable shares”, and each, a “class A-1 exchangeable share”). Under U.S.
securities laws, Brookfield Corporation may also be deemed an offeror with respect to the Offer.
You may tender your holdings for this Offer under the following option:
Option 1: Exchange - Under the Offer, each holder of Brookfield Class A Shares (each, a “Brookfield
Shareholder”, and collectively, “Brookfield Shareholders”) who has properly tendered Brookfield Class A
Shares, and who has not properly withdrawn such Brookfield Class A Shares, will receive one class A-1
exchangeable share for each Brookfield Class A Share tendered, on the terms and subject to the conditions of
the Offer, including the provisions relating to pro-ration described in the Offer to Exchange. (Subject to
proration.)
HOLDERS WHO DO NOT WISH TO TENDER NEED NOT SUBMIT INSTRUCTIONS.
5i Research Answer:
Please also see this answer.
BN and BNRE are 'paired' companies and essentially equivalent. BNRE offers the additional potential of its re-insurance operations as well. Dividend yields are the same, but taxed differently. The trading volume of BNRE is low, and BN wants to improve liquidity on BNRE shares which should potentially increase its valuation. We are fine with investors converting but it also depends on one's tax situation and the need for return-of-capital income.