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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Brookfield Asset Management Reinsurance Partners Ltd | NYSE:BAMR | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 33.92 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)
Brookfield Reinsurance Ltd.
(Name of Issuer)
Class A Exchangeable Limited Voting Shares
(Title of Class of Securities)
G16250105
(CUSIP Number)
Kathy Sarpash
Partners Value Investments LP
Brookfield Place, 181 Bay Street, Suite 100
Toronto, Ontario M5J 2T3, Canada
(416) 363-9491
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 3, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. G16250105 NAMES OF REPORTING PERSONS PARTNERS VALUE INVESTMENTS INC. CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒ Joint Filing SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Ontario NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 915,000(1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 915,000(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 915,000(1) CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 9.0%(2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) CO This amount consists of class A exchangeable limited voting shares (Class A Exchangeable
Shares) of Brookfield Reinsurance Ltd. (the Issuer) held by Partners Value Investments Inc., a wholly owned subsidiary of Partners Value Investments LP. Based on 10,200,952 Class A Exchangeable Shares of the Issuer outstanding as of March 3, 2023.
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CUSIP No. G16250105 NAMES OF REPORTING PERSONS PARTNERS VALUE INVESTMENTS LP CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (a) ☐ (b) ☒ Joint Filing SEC USE ONLY SOURCE OF FUNDS (SEE
INSTRUCTIONS) OO CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ CITIZENSHIP OR PLACE OF
ORGANIZATION Ontario NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 0 SHARED VOTING POWER 915,000(1) SOLE DISPOSITIVE POWER 0 SHARED DISPOSITIVE POWER 915,000(1) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 915,000(1) CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 9.0%(2) TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS) PN This amount consists of Class A Exchangeable Shares of the Issuer held by Partners Value Investments LP
through its wholly owned subsidiary, Partners Value Investments Inc. Based on 10,200,952 Class A Exchangeable Shares of the Issuer outstanding as of March 3, 2023.
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Item 1. Security and Issuer. The class of equity securities to which this statement relates is the class A exchangeable limited voting shares (the Class A
Exchangeable Shares) of Brookfield Reinsurance Ltd., an exempted company limited by shares incorporated under the Companies Act 1981 of Bermuda, as amended (the Issuer), with its principal office at Ideation House, First
Floor, 94 Pitts Bay Road, Pembroke HM08, Bermuda. Item 2. Identity and Background. (a) This Schedule 13D is being filed by and on behalf of Partners Value Investments Inc., a corporation formed under the laws of the Province of Ontario,
Canada (PVI Inc.), and Partners Value Investments LP, a partnership formed under the laws of the Province of Ontario, Canada (PVI LP, and collectively with PVI Inc., the Reporting Persons).
(b)-(c) PVI Inc. is a wholly owned subsidiary of PVI LP, whose principal business is that of an investment holding company. The principal business
address of the Reporting Persons is: Brookfield Place 181
Bay Street, Suite 100 Toronto, Ontario M5J 2T3, Canada (d)-(e) During the last five years, none of the Reporting Persons and, to their respective knowledge, none of the Scheduled Persons, has been:
(i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The citizenships of each of the Scheduled Persons are set forth on Schedules I and II hereto. Item 3. Source and Amount of Funds or Other Consideration. On March 3, 2023, PVI Inc. and the Issuer entered into an exchange agreement, pursuant to which PVI Inc. sold and transferred to the
Issuer, and the Issuer purchased and received from PVI Inc., 915,000 Brookfield Class A Shares and all accrued and unpaid dividends thereon, in exchange for the issuance by the Issuer of 915,000 Class A Exchangeable Shares to PVI Inc. on a
private placement basis. The information set forth in Items 2, 4, 5 and 6 of this Schedule 13D is hereby incorporated by reference into
this Item 3. Item 4. Purpose of Transaction. The information set forth in Items 3, 5 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4. Other than as described below or contemplated above, none of the Reporting Persons and, to their respective knowledge, none of the Scheduled
Persons, has any current plans or proposals that relate to or would result in: the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the
Issuer; an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer
or any of its subsidiaries; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
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any change in the present board of directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the board; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuers business or corporate structure; changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to
be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. The information set forth in Items 2, 3, 4 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this
Item 5. (a)-(b) The aggregate number and percentage of Class A Exchangeable Shares held by the Reporting Persons to which this Schedule
13D relates is 915,000 Class A Exchangeable Shares, constituting approximately 9.0% of the Issuers currently outstanding Class A Exchangeable Shares. The percentage of Class A Exchangeable Shares of the Issuer is based on an
aggregate number of Class A Exchangeable Shares of 10,200,952 outstanding as of March 3, 2023. (c) None. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Materials to
Be Filed as Exhibits. Exhibit 99.1 Joint Filing Agreement 5
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct. /s/ Kathy Sarpash Name: Kathy Sarpash Title: Senior Vice President, General Counsel and Secretary PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT TRUST /s/ Kathy Sarpash Name: Kathy Sarpash Title: Senior Vice President, General Counsel and Secretary 6
SCHEDULE I PARTNERS VALUE INVESTMENTS INC. Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship Brian D. Lawson, Chairman, Chief Executive
Officer and Director 7
SCHEDULE II PVI MANAGEMENT TRUST, as General Partner of PARTNERS VALUE INVESTMENTS LP Name and Position of Officer or Trustee Principal Business Address Principal Occupation or Employment Citizenship 8
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March 13, 2023
PARTNERS VALUE INVESTMENTS INC.
By:
By:
Bahir Manios, President
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Chief Financial Officer of Brookfield Asset Management Ltd.
Canada
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Vice Chair, Brookfield Corporation
Canada
Frank N.C. Lochan, Director
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Corporate Director
Canada
Rachel Powell, Chief Financial Officer
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Senior Vice President, Finance, Brookfield Reinsurance Ltd.
Canada
Kathy Sarpash, Senior Vice President, General Counsel and Secretary
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Managing Director, Brookfield Asset Management Ltd.
Canada
Danesh K. Varma, Director
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K
Corporate Director
Canada and United Kingdom
Ralph J. Zarboni, Director
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Corporate Director
Canada
Bahir Manios, Trustee and President
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Chief Financial Officer of Brookfield Asset Management Ltd.
Canada
Brian D. Lawson, Trustee and Chief Executive Officer
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Vice Chair, Brookfield Corporation
Canada
Frank N.C. Lochan, Trustee and Chairman
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Corporate Director
Canada
Rachel Powell, Chief Financial Officer
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Senior Vice President, Finance, Brookfield Reinsurance Ltd.
Canada
Kathy Sarpash, Senior Vice President, General Counsel and Secretary
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Managing Director, Brookfield Asset Management Ltd.
Canada
Ralph J. Zarboni, Trustee
181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada
Corporate Director
Canada
Danesh K. Varma, Trustee
One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K
Corporate Director
Canada and United Kingdom
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