F-1 1 d72516df1.htm F-1 F-1
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As filed with the Securities and Exchange Commission on March 31, 2021

Registration Nos.                 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

BROOKFIELD

ASSET

MANAGEMENT INC.

  

BROOKFIELD

ASSET MANAGEMENT REINSURANCE PARTNERS LTD.

(Exact name of Registrant as specified in its charter)    (Exact name of Registrant as specified in its charter)

 

 

 

Not Applicable    Not Applicable
(Translation of Registrant’s name into English)    (Translation of Registrant’s name into English)
Ontario, Canada    Bermuda
(State or other jurisdiction of incorporation or organization)    (State or other jurisdiction of incorporation or organization)
6512    6399
(Primary Standard Industrial Classification Code Numbers)    (Primary Standard Industrial Classification Code Numbers)
Not Applicable    Not Applicable
(IRS Employer Identification Numbers)    (IRS Employer Identification Numbers)
181 Bay Street, Suite 300, P.O. Box 762    c/o Brookfield Bermuda Ltd.
Toronto, Ontario    73 Front Street, 5th Floor
Canada M5J 2T3    Hamilton, HM 12, Bermuda
(416) 363-9491    +1 (441) 294-3316
(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)    (Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)

 

 

Brookfield Asset Management LLC

Brookfield Place

250 Vesey Street, 15th Floor

New York, New York 10281-1023

(212) 417-7000

(Name, address, including zip code, and telephone number, including area code, of agent for service of the Registrants)

 

 

Copies to:

Mile T. Kurta, Esq.

Torys LLP

1114 Avenue of the Americas, 23rd Floor

New York, New York 10036

(212) 880-6000

 

 

Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement.


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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

BROOKFIELD ASSET MANAGEMENT INC.    BROOKFIELD ASSET MANAGEMENT
REINSURANCE PARTNERS LTD.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company  ☐

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP (as defined below), indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company  ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP (as defined below), indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

CALCULATION OF REGISTRATION FEE

 

  

Title of each class of

securities to be registered

 

Amount

to be

Registered

 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

maximum

aggregate

offering price

 

Amount of

registration fee

Class A Exchangeable Limited Voting Shares of Brookfield Asset Management Reinsurance Partners Ltd.

  (1)     N/A   $1,145,743,000(3)   $125,000.56(3)

Class A Limited Voting Shares of Brookfield Asset Management Inc.

  (2)     N/A   $—(4)   $—(4)

Total

          $1,145,743,000   $125,000.56

 

 

1.

Represents an aggregate of up to 11.2 million class A exchangeable limited voting shares, $32.00 par value per share (“class A exchangeable shares”), of Brookfield Asset Management Reinsurance Partners Ltd. (our “company”), which will be distributed (the “special dividend”) to the holders of class A limited voting shares (“Brookfield Class A Shares”) of Brookfield Asset Management Inc. (“Brookfield Asset Management”), as more fully described in the prospectus contained in this registration statement.

2.

Represents up to 11.2 million Brookfield Class A Shares to be issued from time to time upon exchange, redemption or acquisition of class A exchangeable shares (including upon liquidation, dissolution, or winding up of our company) following the special dividend as described in the prospectus filed as part of this registration statement. The number of Brookfield Class A Shares represents a good faith estimate of the maximum number of Brookfield Class A Shares to be issued upon exchange, redemption or acquisition of class A exchangeable shares (including upon liquidation, dissolution, or winding up of our company). Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional Brookfield Class A Shares as may be issuable as a result of stock splits, stock dividends or similar transactions.

3.

There is currently no market for class A exchangeable shares. Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(f) under the Securities Act.

4.

No separate registration fee is payable pursuant to Rule 457(i) under the Securities Act.

 

 

The Registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 31, 2021

 

BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD.

BROOKFIELD ASSET MANAGEMENT INC.

 

 

LOGO

Class A Exchangeable Limited Voting Shares of Brookfield Asset Management Reinsurance Partners Ltd.

Class A Limited Voting Shares of Brookfield Asset Management Inc.

(issuable or deliverable upon exchange, redemption or acquisition of Class A Exchangeable Limited Voting Shares)

 

 

This prospectus is being furnished to you as a shareholder of Brookfield Asset Management Inc., which we refer to as Brookfield Asset Management, in connection with the planned special dividend, which we refer to as the special dividend, by Brookfield Asset Management to the holders of its Class A limited voting shares, which we refer to as Brookfield Class A Shares, and Class B limited voting shares, which we refer to as Brookfield Class B Shares, of approximately 11.2 million class A exchangeable limited voting shares, which we refer to as class A exchangeable shares, of Brookfield Asset Management Reinsurance Partners Ltd., which we refer to as our company, an exempted company incorporated under, and governed by, the laws of Bermuda. Each class A exchangeable share will be structured with the intention of providing an economic return equivalent to one Brookfield Class A Share (subject to adjustment to reflect certain capital events). Each class A exchangeable share will be exchangeable with Brookfield Asset Management at the option of the holder for one Brookfield Class A Share (subject to adjustment to reflect certain capital events — see “Description of Our Share Capital — Class A Exchangeable Shares — Exchange by Holder — Adjustments to Reflect Certain Capital Events”) or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), subject to certain limitations described under “Description of Our Share Capital — Class A Exchangeable Shares — Exchange by Holder”. Brookfield Asset Management currently intends to satisfy any exchange requests on the class A exchangeable shares through the delivery of Brookfield Class A Shares rather than cash. It is expected that following completion of the special dividend, each class A exchangeable share will receive distributions at the same time and in the same amount per share as the cash dividends paid on each Brookfield Class A Share, as more fully described in this prospectus. We therefore expect that the market price of our class A exchangeable shares should be impacted by the market price of the Brookfield Class A Shares and the business performance of Brookfield Asset Management. Our company was established by Brookfield Asset Management to own and operate a leading reinsurance business focused on providing capital-based solutions to insurance companies and their stakeholders. See “Our Business”.

This prospectus also relates to up to approximately 11.2 million Brookfield Class A Shares deliverable to holders of class A exchangeable shares if Brookfield Asset Management elects to satisfy any exchange of class A exchangeable shares by delivering Brookfield Class A Shares or if Brookfield Asset Management or our company, as applicable, elects to satisfy any redemption or acquisition of class A exchangeable shares by delivering Brookfield Class A Shares (including in connection with any liquidation, dissolution or winding up of our company). Our company and Brookfield Asset Management, as applicable, currently intend to satisfy any exchange, redemption or acquisition of class A exchangeable shares through the delivery of Brookfield Class A Shares rather than cash.

It is currently anticipated that immediately following the special dividend, (i) shareholders of Brookfield Asset Management will hold all of our issued and outstanding class A exchangeable shares; (ii) a group of individuals who have been designated by Partners Limited (which also previously designated the current holders of the Brookfield Class B Shares), whom we refer to as the BAM Re Class B Partners, will own all of our issued and outstanding class B limited voting shares, which we refer to as our class B shares; and (iii) Brookfield Asset Management will own all of our issued and outstanding class C non-voting shares, which we refer to as our class C shares. The class C shares are non-voting shares that are entitled to the residual economic interest in our company after payment in full of the amount due to holders of our class A exchangeable shares and our class B shares and subject to the prior rights of holders of our Preferred Shares. This residual economic interest, together with the mechanisms to create economic equivalence between the class A exchangeable shares and Brookfield Class A Shares, creates alignment between the interests of Brookfield Asset Management and our shareholders. Brookfield Asset Management will not hold any voting interest in our company.

Subject to applicable law and in addition to any other required shareholder approvals, all matters to be approved by shareholders of our company (other than the election of directors), must be approved by both: (i) a majority or, where a higher threshold is specified in our governing documents or under applicable law, the higher percentage of the votes cast by holders of class A exchangeable shares who vote in respect of the resolution and (ii) a majority or, where a higher threshold is specified in our governing documents or under applicable law, the higher percentage of the votes cast by holders of class B shares who vote in respect of the resolution. Consequently, all matters requiring shareholder approval must be approved by the holder of the class B shares, whom immediately after the completion of the special dividend will be the BAM Re Class B Partners. In addition, the holders of the class A exchangeable shares will be entitled to elect one-half of our board and the holders of the class B shares will be entitled to elect one-half of our board. See “Description of Our Share Capital”.

Pursuant to the special dividend, holders of Brookfield Class A Shares as of                 , 2021, the record date for the special dividend, which we refer to as the record date, will be entitled to receive one (1) class A exchangeable share for every                Brookfield Class A Shares held as of the record date, provided that the special dividend will be subject to any applicable withholding tax and no holder will be entitled to receive any fractional interests in the class A exchangeable shares. The dividend date for the special dividend is expected to be on or about                , 2021, which we refer to as the dividend date. Holders of Brookfield Class A Shares who would otherwise be entitled to a fractional class A exchangeable share will receive a cash payment.

Holders of Brookfield Class A Shares will not be required to pay for the class A exchangeable shares to be received upon completion of the special dividend or tender or surrender Brookfield Class A Shares or take any other action in connection with the special dividend. Holders of Brookfield Class A Shares are not being asked for a proxy and are requested not to send a proxy. See “Questions and Answers Regarding the Special Dividend” for further details.

Our company may, subject to applicable law and the prior written consent of Brookfield Asset Management, at any time and in our sole discretion, upon at least ninety (90) days’ prior written notice to holders of class A exchangeable shares, redeem all of the outstanding class A exchangeable shares for one Brookfield Class A Share per class A exchangeable share held (subject to adjustment to reflect certain capital events as described in more detail in this prospectus) or its cash equivalent, plus unpaid distributions. Brookfield Asset Management has the right to require our company to commence a liquidation upon the occurrence of certain events. See “Description of Our Share Capital”.

There is currently no public market for our class A exchangeable shares. We have applied to list our class A exchangeable shares on the New York Stock Exchange, which we refer to as the NYSE, and the Toronto Stock Exchange, which we refer to as the TSX, under the symbol “BAMR”. We expect that trading of our class A exchangeable shares will commence on the first trading day following the special dividend. We do not plan to have a “when-issued” market for our class A exchangeable shares prior to the special dividend. The listing of our class A exchangeable shares on the NYSE is subject to our company fulfilling all of the requirements of the NYSE and the listing of our class A exchangeable shares on the TSX is subject to our company fulfilling all of the requirements of the TSX. The NYSE and the TSX have not conditionally approved our listing application and there is no assurance that the NYSE or the TSX will approve the listing application.

Our company is an “emerging growth company” under federal securities laws and, as such, will be subject to reduced public company reporting requirements. See “Summary — Implications of Being an Emerging Growth Company and a Foreign Private Issuer”.

 

 

In reviewing this prospectus, you should carefully consider the matters described in the section entitled “Risk Factors” beginning on page 34.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS INFORMATION IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities.


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TABLE OF CONTENTS

 

     Page  

NOTICE TO INVESTORS

     1  

GLOSSARY

     4  

QUESTIONS AND ANSWERS REGARDING THE SPECIAL DIVIDEND

     12  

SUMMARY

     21  

RISK FACTORS

     34  

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     71  

THE SPECIAL DIVIDEND

     74  

USE OF PROCEEDS

     78  

DISTRIBUTION POLICY

     78  

LISTING OF OUR CLASS A EXCHANGEABLE SHARES AND THE BROOKFIELD CLASS A SHARES

     79  

CAPITALIZATION

     80  

PRIOR SALES

     81  

CORPORATE STRUCTURE

     82  

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

     85  

SELECTED HISTORICAL FINANCIAL INFORMATION

     92  

OUR BUSINESS

     93  

REGULATORY FRAMEWORK

     101  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     113  

DIRECTORS AND EXECUTIVE OFFICERS

     131  

GOVERNANCE

     135  

EXECUTIVE COMPENSATION

     142  

THE SUPPORT AGREEMENT

     150  

RELATIONSHIP WITH BROOKFIELD

     152  

DESCRIPTION OF OUR SHARE CAPITAL

     158  

COMPARISON OF THE OBCA AND THE BERMUDA ACT

     170  

BROOKFIELD ASSET MANAGEMENT

     182  

SECURITY OWNERSHIP

     187  

CLASS A EXCHANGEABLE SHARES ELIGIBLE FOR FUTURE SALES

     188  

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

     190  

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     199  

LEGAL MATTERS

     213  

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

     213  

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

     213  

EXPERTS, TRANSFER AGENT AND REGISTRAR

     213  

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

     214  

WHERE YOU CAN FIND MORE INFORMATION

     215  

MATERIAL CONTRACTS

     216  

COSTS OF THE SPECIAL DIVIDEND

     217  

APPENDIX A

     A-1  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

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NOTICE TO INVESTORS

About this Prospectus

This prospectus constitutes (i) a prospectus of our company with respect to the class A exchangeable shares to be distributed in the special dividend and (ii) a prospectus of Brookfield Asset Management with respect to the Brookfield Class A Shares to be issued or delivered in connection with the exchange, redemption or acquisition, if any, of class A exchangeable shares (including in connection with any liquidation, dissolution or winding up of our company).

You should rely only on the information contained in or incorporated by reference into this prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this prospectus. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus. Our business, financial condition, results of operations and prospects could have changed since that date. We expressly disclaim any duty to update this prospectus, except as required by applicable law.

This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which, or from any person with respect to whom, it is unlawful to make any such offer in such jurisdiction.

Meaning of Certain References

Unless otherwise noted or the context otherwise requires, when used in this prospectus, the terms “we”, “us”, “our” and “our company” mean Brookfield Asset Management Reinsurance Partners Ltd. together with all of its subsidiaries and the term “Brookfield” means Brookfield Asset Management, it subsidiaries and controlled companies and any investment fund sponsored, managed or controlled by Brookfield Asset Management or its subsidiaries, and does not, for greater certainty, include us or Oaktree and its subsidiaries. Unless otherwise noted or the context otherwise requires, the disclosure in this prospectus assumes that the special dividend has been completed and we have acquired our operating subsidiaries from Brookfield Asset Management, although we will not acquire such subsidiaries until prior to the special dividend. Certain capitalized terms and phrases used in this prospectus are defined in the “Glossary”. Words importing the singular number include the plural, and vice versa, and words importing any gender include all genders.

Historical Performance and Market Data

This prospectus contains information relating to our business as well as historical performance and market data for Brookfield. When considering this data, you should bear in mind that historical results and market data may not be indicative of the future results that you should expect from us or Brookfield.

Financial Information

The financial information contained in this prospectus is presented in United States dollars and, with the exception of certain financial information relating to American Equity Investment Life Holding Company, which we refer to as AEL Holdings, and unless otherwise indicated, has been prepared in accordance with International Financial Reporting Standards, which we refer to as IFRS, as issued by the International Accounting Standards Board, which we refer to as the IASB. In this prospectus, all references to “$” are to United States dollars and references to “C$” are to Canadian dollars.

The financial information relating to AEL Holdings contained in this prospectus has been prepared in accordance with U.S. generally accepted accounting principles, which we refer to as U.S. GAAP. Information prepared in accordance with IFRS may differ from financial information prepared in accordance with U.S. GAAP and therefore may not be comparable.

 

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The financial information included in this prospectus has been derived from:

 

   

the audited consolidated financial statements of Brookfield Annuity Holdings Inc., a wholly-owned subsidiary of Brookfield Asset Management, which we refer to as BAH, as at December 31, 2020 and, December 31, 2019, and for the years ended December 31, 2020, 2019 and 2018, together with the accompanying notes thereto;

 

   

the audited statement of financial position of our company as at December 31, 2020, together with the accompanying notes thereto; and

 

   

the consolidated balance sheets of American Equity Investment Life Holding Company and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedules I to V.

Through a series of transactions, prior to completing the special dividend and subject to regulatory approval, Brookfield Asset Management will contribute all of the net assets and operations of BAH into our company, making BAH the predecessor of our company for financial reporting purposes.

Use of Non-IFRS Measures

To measure performance, we focus on net income, an IFRS measure, as well as certain non-IFRS measures, including Funds From Operations, which we refer to as FFO, Adjusted EBITDA and Adjusted Return on Equity, which we refer to as Adjusted ROE.

We define FFO as net income excluding the impact of depreciation and amortization, deferred income taxes, breakage and transaction costs. FFO is a measure of operating performance that is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS or the IASB. FFO is therefore unlikely to be comparable to similar measures presented by other issuers. FFO has limitations as an analytical tool. Specifically, our definition of FFO may differ from the definition used by other organizations, as well as the definition of FFO used by the Real Property Association of Canada and the National Association of Real Estate Investment Trusts, Inc., which we refer to as NAREIT, in part because the NAREIT definition is based on U.S. GAAP, as opposed to IFRS.

We define Adjusted EBITDA as net income excluding the impact of depreciation and amortization, interest expense, current and deferred income taxes, as well as transaction costs. Adjusted EBITDA is a measure of operating performance that is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS. Adjusted EBITDA is therefore unlikely to be comparable to similar measures presented by other issuers and has limitations as an analytical tool.

We define Adjusted ROE as net income available to common shareholders, divided by average common shareholders’ equity over the period. Adjusted ROE is used to evaluate the financial performance of our invested capital and is not calculated in accordance with, and does not have any standardized meaning prescribed by, IFRS. Adjusted ROE is therefore unlikely to be comparable to similar measure presented by other issuers and has limitations as an analytical tool.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for reconciliations of non-IFRS measures to the nearest IFRS measures.

Market Data and Industry Data

Market and industry data presented throughout, or incorporated by reference in, this prospectus was obtained from third party sources, industry publications, and publicly available information, as well as industry and other data prepared by us and Brookfield Asset Management on the basis of our collective knowledge of the Canadian, U.S. and international markets and economies (including estimates and assumptions relating to these markets and economies

 

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based on that knowledge). We believe that the market and economic data is accurate and that the estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data used throughout this prospectus, or incorporated by reference herein, are not guaranteed and we do not make any representation as to the accuracy of such information. Although we believe it to be reliable, we have not independently verified any of the data from third party sources referred to or incorporated by reference in this prospectus, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources.

 

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GLOSSARY

Account” has the meaning ascribed thereto under “Relationship with Brookfield — Investment Management Agreements”;

ACL” means authorized control level RBC;

Adjusted EBITDA” has the meaning ascribed thereto under “Use of Non-IFRS Measures”;

Adjusted ROE” has the meaning ascribed thereto under “Use of Non-IFRS Measures”;

Administration Agreement” means the administrative services agreement to be entered into between Brookfield and our company as of the dividend date;

AEL” means American Equity Investment Life Insurance Company;

AEL Holdings” means American Equity Investment Life Holding Company;

“AEL Investment Agreement” has the meaning ascribed thereto under “Questions and Answers Regarding the Special Dividend”;

AEL Reinsurance Treaty” has the meaning ascribed thereto under “Our Business — Recent Developments — AEL Strategic Partnership”;

annuities business” has the meaning ascribed thereto under “Summary — Our Business”;

Assignment Agreement” has the meaning ascribed thereto under “Our Business — Recent Developments — AEL Investment Agreement and Assignment Agreement”;

Audit Committee” means the audit committee of our board, as further described under “Governance — Committees of the Board — Audit Committee”;

AUM” means assets under management, as further described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Performance Measures Used by Management”;

BAC options” has the meaning ascribed thereto under “Executive Compensation — Cash Bonus and Long-Term Incentive Plans”;

BAH” means Brookfield Annuity Holdings Inc.;

BAM Re Class B Partners” has the meaning ascribed thereto on the cover page of this prospectus, as further described under “Security Ownership”;

BAM Re Holdings” has the meaning ascribed thereto under “Unaudited Pro Forma Financial Statements”;

BEAT” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Taxation — U.S. Tax Risks”;

Bermuda Act” means the Companies Act 1981 of Bermuda;

Bermuda AML Framework” has the meaning ascribed thereto under “Regulatory Framework — Bermuda — Anti-Money Laundering, Anti-Terrorist Financing and Proceeds of Crime Legislation”;

Bermuda ESA” means the Economic Substance Act 2018 (as amended) of Bermuda and its related regulations;

 

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Bermuda Forum Provision” has the meaning ascribed thereto under “Risk Factors — Risks Relating to the Class A Exchangeable Shares”;

Bermuda Insurance Act” means the Insurance Act 1978 of Bermuda;

Bermuda-U.S. Treaty” has the meaning ascribed thereto under “Certain United States Federal Income Tax Considerations — Taxation of Our Non-U.S. Subsidiaries”;

BMA” means the Bermuda Monetary Authority;

board” means the board of directors of our company;

Brookfield” means Brookfield Asset Management, its subsidiaries and controlled companies and any investment fund sponsored, managed or controlled by Brookfield Asset Management or its subsidiaries, and does not, for greater certainty, include our company and our subsidiaries or Oaktree and its subsidiaries;

Brookfield Accounts” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Our Operating Subsidiaries and Industry”;

Brookfield Activities” has the meaning ascribed thereto under “Relationship with Brookfield — Conflicts of Interest”;

Brookfield Annuity” means Brookfield Annuity Company;

Brookfield Asset Management” means Brookfield Asset Management Inc.;

Brookfield Class A Shares” means the Class A limited voting shares of Brookfield Asset Management;

Brookfield Class B Shares” means the Class B limited voting shares of Brookfield Asset Management;

Brookfield Shares” means the Brookfield Class A Shares and the Brookfield Class B Shares;

Brookfields Annual Report” means Brookfield Asset Management Inc.’s annual report on Form 40-F (as amended by Amendment No. 1) for the fiscal year ended December 31, 2020, which includes Brookfield Asset Management’s (a) audited consolidated statements of financial position as of and for each of the two years in the period ended December 31, 2020 and December 31, 2019, together with the report thereon of the independent registered public accounting firm and management’s discussion and analysis as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020 and (b) annual information form for the year ended December 31, 2020 dated March 23, 2021;

BSCR” means the Bermuda Solvency Capital Requirements;

BSOP” has the meaning ascribed thereto under “Executive Compensation — Cash Bonus and Long-Term Incentive Plans”;

Burgundy” means Burgundy Acquisitions I Ltd.;

CAL” has the meaning ascribed thereto under “Regulatory Framework — Cayman Islands — Capital and Solvency Requirements”;

Canadian Privacy Laws” means all applicable Canadian provincial and federal laws and regulations governing the collection, use and disclosure of personal information, including the PIPEDA;

 

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Cayman AML Regulations” has the meaning ascribed thereto under “Regulatory Framework — Cayman Islands — Anti-Money Laundering and Proceeds of Crime Legislation”;

Cayman Anti-Money Laundering Legislation” has the meaning ascribed thereto under “Regulatory Framework — Cayman Islands — Anti-Money Laundering and Proceeds of Crime Legislation”;

Cayman DPA” has the meaning ascribed thereto under “Regulatory Framework — Cayman Islands — Data Protection”;

Cayman ESA” means the International Tax Co-Operation (Economic Substance) Act (2020 Revision) (as amended) of the Cayman Islands and its related regulations;

Cayman Insurance Act” means the Insurance Act, 2010, as amended;

CDS” means CDS Clearing and Depository Services Inc.;

ceding company” or “cedant” has the meaning ascribed thereto under “Our Business — Annuities”;

Chair” means the chairperson of the board;

CIMA” means the Cayman Islands Monetary Authority;

class A exchangeable shares” means the class A exchangeable limited voting shares in the capital of our company, par value $32, as further described under “Description of Our Share Capital — Class A Exchangeable Shares”, and “class A exchangeable share” means any one of them;

class B shares” means the class B limited voting shares in the capital of our company, par value $32, as further described under “Description of Our Share Capital — Class B Shares”, and “class B share” means any one of them;

class C shares” means the class C non-voting shares in the capital of our company, par value $1, as further described under “Description of Our Share Capital — Class C Shares”, and “class C share” means any one of them;

Code” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Taxation — U.S. Tax Risks”;

Committees” means the Audit Committee, the Governance Committee and the Compensation Committee;

company” has the meaning ascribed thereto under “Notice to Investors — Meaning of Certain References”;

company notice” has the meaning ascribed thereto under “Description of Our Share Capital — Rights Agreement — Satisfaction of Exchange Right”;

Compensation Committee” means the compensation committee of our board, as further described under “Governance — Committees of the Board — Compensation Committee”;

Convention” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations — Brookfield Class A Shares”;

conversion number” has the meaning ascribed thereto under “Description of Our Share Capital — Class C Shares — Conversion of Tendered Class A Exchangeable Shares”;

CRA” means the Canada Revenue Agency;

 

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Credit Agreement” has the meaning ascribed thereto under “Relationship with Brookfield — Credit Agreement”;

distributions” means a dividend, a capital reduction resulting in a return of capital or some combination of the two;

dividend date” has the meaning ascribed thereto on the cover page of this prospectus;

DSU” has the meaning ascribed thereto under “Executive Compensation — Cash Bonus and Long-Term Incentive Plans”;

DSU allotment price” has the meaning ascribed thereto under “Executive Compensation — Cash Bonus and Long-Term Incentive Plans”;

DSUP” has the meaning ascribed thereto under “Executive Compensation — Cash Bonus and Long-Term Incentive Plans”;

DTC” means the Depository Trust Company;

EBS” means economic balance sheet;

ECR” means enhanced capital requirement;

EDGAR” means the Electronic Data Gathering, Analysis, and Retrieval system at www.sec.gov;

Equity Commitment” has the meaning ascribed thereto under “Relationship with Brookfield — Equity Commitment”;

ES Test” means an economic substance test as defined within the Cayman ESA as further described under “Regulatory Framework — Cayman Islands — Economic Substance”;

escrow company” has the meaning ascribed thereto under “Executive Compensation — Cash Bonus and Long-Term Incentive Plans”;

escrowed shares” has the meaning ascribed thereto under “Executive Compensation — Cash Bonus and Long-Term Incentive Plans”;

ESG matters” means environmental, social, and governance matters;

EU” means the European Union;

exchangeable distribution” has the meaning ascribed thereto under “Description of Our Share Capital — Distributions”;

FA” means fixed annuity;

FATCA” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Taxation — U.S. Tax Risks”;

FFO” means Funds From Operations;

FIA” means fixed index annuity;

 

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forward-looking information” has the meaning ascribed thereto under “Special Note Regarding Forward-Looking Information”;

Governance Committee” means the Governance and Nominating Committee of our board, as further described under “Governance — Committees of our Board — Governance Committee”;

Holder” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations”;

IASB” means the International Accounting Standards Board;

ICA” means the Insurance Companies Act (Canada);

IFRS” means International Financial Reporting Standards as issued by the IASB;

Initial AEL Equity Investment has the meaning ascribed thereto under “Our Business — Recent Developments — AEL Investment Agreement and Assignment Agreement”;

Investment Assets” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations — Offshore Investment Fund Property”;

Investment Company Act” means the Investment Company Act of 1940, as amended;

Investment Management Agreements” has the meaning ascribed thereto under “Relationship with Brookfield — Investment Management Agreements”;

IRS” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Taxation — U.S. Tax Risks”;

JOBS Act” means Jumpstart Our Business Startups Act of 2012;

Junior Preferred Shares” has the meaning ascribed thereto under “Description of Our Share Capital — Preferred Shares”;

LIBOR” means the London Inter-Bank Offered Rate;

LICAT” means the Life Insurance Capital Adequacy Test;

Licensing Agreement” has the meaning ascribed thereto under “Relationship with Brookfield — Licensing Agreement”;

MMS” means minimum margin of solvency;

MSOP” has the meaning ascribed thereto under “Executive Compensation — Cash Bonus and Long-Term Incentive Plans”;

NAIC” means the National Association of Insurance Commissioners;

NAREIT” means the National Association of Real Estate Investment Trusts, Inc.;

NEOs” means the named executive officers of our company;

NER Ltd.” means North End Re Ltd.;

NER SPC” means North End Re (Cayman) SPC;

 

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non-resident entity” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Regulation”;

Non-Resident Holder” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations — Taxation of Holders not Resident in Canada”;

NYSE” means the New York Stock Exchange;

Oaktree” means, collectively, Oaktree Capital Group, LLC and Atlas OCM Holdings, LLC;

OBCA” means the Business Corporations Act (Ontario);

OIFP Rules” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations — Offshore Investment Fund Property”;

OSFI” means the Officer of the Superintendent of Financial Institutions (Canada);

Partner” has the meaning ascribed thereto under “Security Ownership”;

Partnership” has the meaning ascribed thereto under “Security Ownership”;

PFIC” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Taxation — U.S. Tax Risks”;

PIPA” means the Bermuda Personal Information Protection Act 2016;

PIPEDA” has the meaning ascribed thereto under “Regulatory Framework — Canada — Privacy Laws”;

Preferred Shares” means the Junior Preferred Shares and the Senior Preferred Shares;

Proposed Amendments” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations”;

prospectus” means this prospectus dated as of                , 2021;

QEF Election” has the meaning ascribed thereto under “Certain United States Federal Income Tax Considerations — Taxation of U.S. Holders”;

RBC” means risk-based capital;

RBC Report” has the meaning ascribed thereto under “Regulatory Framework — Cayman Islands — Capital and Solvency Requirements”;

record date” has the meaning ascribed thereto on the cover page of this prospectus;

Remaining AEL Equity Investment” has the meaning ascribed thereto under “Our Business — Recent Developments — AEL Investment Agreement and Assignment Agreement”;

Resident Holder” has the meaning ascribed thereto under “Certain Canadian Federal Income Tax Considerations — Taxation of Holders Resident in Canada”;

rights agent” means Wilmington Trust, National Association;

Rights Agreement” has the meaning ascribed thereto under “Relationship with Brookfield — Rights Agreement”;

 

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RPII” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Taxation — U.S. Tax Risks”;

RPII CFC” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Taxation — U.S. Tax Risks”;

RPII Shareholder” has the meaning ascribed thereto under “Certain United States Federal Income Tax Considerations — Taxation of U.S. Holders”;

Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002 (United States), as amended;

SEC” means the United States Securities and Exchange Commission;

SEDAR” means the System for Electronic Document Analysis and Retrieval at www.sedar.com;

Senior Preferred Shares” has the meaning ascribed thereto under “Description of Our Share Capital”;

special dividend” has the meaning ascribed thereto on the cover page of this prospectus;

specified exchange date” has the meaning ascribed thereto under “Description of Our Share Capital — Rights Agreement — The Rights Agent and the Exchange Right”;

Superintendent” means the Superintendent of Financial Institutions (Canada);

Support Agreement” means the support agreement to be entered into between Brookfield Asset Management and our company as of the dividend date;

TAC” means total adjusted capital;

Tax Act” means the Income Tax Act (Canada);

Tax Cuts and Jobs Act” has the meaning ascribed thereto under “Risk Factors — Risks Relating to Taxation — U.S. Tax Risks”;

TIA” means the Cayman Islands Tax Information Authority;

Transactions” has the meaning ascribed thereto under “Unaudited Pro Forma Financial Statements”;

Treasury Regulations” means the U.S. Treasury Regulations promulgated under the Code;

TSX” means the Toronto Stock Exchange;

Unaudited Pro Forma Financial Statements” means our unaudited pro forma financial statements;

unpaid distributions” has the meaning ascribed thereto under “Description of Our Share Capital — Class A Exchangeable Shares — Distributions”;

U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated from time to time thereunder;

U.S. Federal Forum Provision” has the meaning ascribed thereto under “Risk Factors — Risks Relating to the Class A Exchangeable Shares”;

U.S. GAAP” means the accounting principles generally accepted in the United States;

 

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U.S. Holder” has the meaning ascribed thereto under “Certain United States Federal Income Tax Considerations”; and

U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

 

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QUESTIONS AND ANSWERS REGARDING THE SPECIAL DIVIDEND

The following questions and answers address briefly some questions you may have regarding the special dividend. These questions and answers may not address all questions that may be important to you and these questions and answers should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. See “Glossary” for the definitions of the various defined terms used throughout this prospectus.

 

Questions

  

Answers about the special dividend

Why is Brookfield Asset Management distributing the class A exchangeable shares to holders of Brookfield Class A Shares?   

Creating our company and distributing the class A exchangeable shares, which have been structured with the intention of providing an economic return equivalent to the Brookfield Class A Shares, is intended to achieve the following objectives:

  

•  Establish a publicly-traded company to own and operate a leading reinsurance business focused on providing capital-based solutions to insurance companies and their stakeholders.

  

•  Provide investors with the flexibility to own, through the ownership of a class A exchangeable share, the economic equivalent of a Brookfield Class A Share because of the right to exchange each class A exchangeable share into a Brookfield Class A Share or its cash equivalent, and the expectation that distributions on class A exchangeable shares will be paid at the same time and in the same amount per share as dividends on the Brookfield Class A Shares.

  

•  Provide Canadian and U.S. investors with the opportunity to receive returns of capital instead of taxable dividends and provide non-Canadian investors with the ability to receive distributions without the imposition of withholding tax, which we believe will attract new investors who will benefit from investing in our business.

  

•  Provide access to new capital pools through the formation of a new publicly-traded company and the creation of a new reinsurance platform.

  

See “The Special Dividend — Background to and Purpose of the Special Dividend”. For additional information regarding Brookfield Asset Management, see “Brookfield Asset Management”.

How will our company’s performance track to Brookfield Asset Management’s performance?   

Each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share. We therefore expect that the market price of our class A exchangeable shares should be impacted by the market price of the Brookfield Class A Shares and the business performance of Brookfield Asset Management. Following the special dividend, it is expected that distributions on our class A exchangeable shares will be paid at the same time and in the same amount as dividends on the Brookfield Class A Shares to provide holders of our class A exchangeable shares with an economic return equivalent to holders of Brookfield Class A Shares. We expect to commence paying distributions on our class A exchangeable shares on                 , 2021.

 

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Questions

  

Answers about the special dividend

  

Each class A exchangeable share will be exchangeable at the option of the holder for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), subject to certain limitations described below if Brookfield Asset Management is unable to maintain an effective registration statement. See “Description of Our Share Capital — Class A Exchangeable Shares — Exchange by Holder — Adjustments to Reflect Certain Capital Events” for a description of capital events that might result in an adjustment to the exchange factor. Brookfield Asset Management currently intends to satisfy any exchange requests on the class A exchangeable shares through the delivery of Brookfield Class A Shares rather than cash. However, factors that Brookfield Asset Management may consider when determining whether to satisfy any exchange request for cash rather than Brookfield Class A Shares include, without limitation, compliance with applicable securities laws, changes in law, Brookfield Asset Management’s available liquidity, and any tax consequences to Brookfield Asset Management or to a holder as a result of delivery of Brookfield Class A Shares.

Will our company satisfy exchange requests?   

No. The obligation to satisfy a request for exchange is the obligation of Brookfield Asset Management, and our company has no obligation to deliver Brookfield Class A Shares or cash, to deliver any unpaid distributions, or to cause Brookfield Asset Management to do so.

Do you intend to pay distributions on the class A exchangeable shares?   

Yes. Our board may declare distributions at its discretion, in the form of a dividend or a distribution made pursuant to a capital reduction resulting in a return of capital or a combination, each of which we refer to as a distribution. However, each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and it is expected that distributions on the class A exchangeable shares will be paid at the same time and in the same amount as dividends are paid on Brookfield Class A Shares. We expect to commence paying distributions on our class A exchangeable shares on                     , 2021.

 

We currently intend to pay quarterly distributions, at least a portion of which are expected to be in the form of a distribution made pursuant to a capital reduction, and intend to seek shareholder approval annually for such future capital reductions as required by law.

What will our company’s relationship with Brookfield be after the special dividend?   

Brookfield will hold all of our class C shares, giving it the residual economic interest in our company, but will not initially own any voting interest in our company. This residual economic interest, together with the mechanisms to create economic equivalence between the class A exchangeable shares and Brookfield Class A Shares, creates alignment between the interests of Brookfield Asset Management and our shareholders since an investment in our class A exchangeable shares provides investors with the same economic exposure to the broader business of Brookfield Asset Management as an investment in the Brookfield Class A Shares. Brookfield will have a consent right over certain matters regarding our company and will have the right to commence a liquidation of our company upon the occurrence of certain events. See “Description of Our Share Capital”. In addition, a number of important

 

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Questions

  

Answers about the special dividend

  

agreements are being entered into between our company and Brookfield to support our company following the special dividend, including:

 

•  Brookfield Asset Management will enter into the Support Agreement and covenant to take various actions to support the economic equivalence of the class A exchangeable shares and the Brookfield Class A Shares. The Support Agreement will continue in force so long as class A exchangeable shares not owned by Brookfield are outstanding, there has not been an amendment to the exchange feature and the Rights Agreement is still in force. For additional information, see “Support Agreement”.

 

•  Brookfield Asset Management and our company will enter into the Rights Agreement with the rights agent pursuant to which Brookfield Asset Management will agree, among other things, that it will satisfy, or cause to be satisfied, the obligations pursuant to our memorandum of association and bye-laws to exchange the class A exchangeable shares for the Brookfield Class A Shares (or its cash equivalent) plus unpaid distributions. For additional information, see “Description of Our Share Capital — Rights Agreement”.

 

•  At our request, Brookfield Asset Management will provide us with the services of our Chief Executive Officer and Chief Investment Officer and certain other administrative services pursuant to the Administration Agreement at cost. The Administration Agreement will continue in perpetuity until terminated in accordance with its terms. For additional information, see “Relationship with Brookfield — The Administration Agreement”.

 

•  Brookfield Asset Management will provide our company with an Equity Commitment in the amount of $2 billion to fund future growth, which we may draw on from time to time, in exchange for which Brookfield Asset Management will be obligated to subscribe for, at its election, class C shares or Junior Preferred Shares. In addition, Brookfield Asset Management will extend to our company a revolving credit facility in the amount of $200 million for working capital purposes. For additional information, see “Relationship with Brookfield — Equity Commitment”.

 

•  Brookfield will also provide us with investment management services at market rates pursuant to the Investment Management Agreements. Subject to applicable regulatory requirements and constraints, the Investment Management Agreements are intended to continue in perpetuity until terminated in accordance with their terms. In addition to the Investment Management Agreements that will be in place prior to completion of the special dividend, under the Support Agreement, we have agreed that for so long as the Support Agreement is in place, and subject to any applicable regulatory requirements and constraints, we are expected to, from time to time, appoint Brookfield as investment manager and not appoint any other person to provide any investment management services to us without the prior consent of Brookfield. Brookfield Asset Management has also agreed that it will, or will cause the appropriate Brookfield entity, to accept such appointment. For additional information, see “Relationship with Brookfield — Investment Management Agreements” and “Support Agreement”.

 

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Questions

  

Answers about the special dividend

  

 

•  Burgundy, a subsidiary of Brookfield Asset Management, will sell to our subsidiary, NER SPC, the shares in AEL Holdings previously acquired by Burgundy pursuant to the investment agreement with AEL Holdings, which we refer to as the AEL Investment Agreement, and each of Brookfield Asset Management and Burgundy will assign to our company and NER SPC, respectively, its obligations and rights under the AEL Investment Agreement. For additional information, see “Our Business — Recent Developments”.

 

This prospectus, which forms a part of a registration statement on Form F-1, constitutes a prospectus of Brookfield Asset Management with respect to the underlying Brookfield Class A Shares deliverable to holders of class A exchangeable shares upon exchange, redemption or acquisition of the class A exchangeable shares as contemplated by our memorandum of association and bye-laws, the Rights Agreement and the Support Agreement (including in connection with any liquidation, dissolution or winding up of our company); however, Brookfield Asset Management intends to file a registration statement on Form F-3 with respect to the delivery of Brookfield Class A Shares in connection with any such redemption, exchange or purchase from and after the effective date of the special dividend.

Will there be any significant shareholders of our company after the special dividend?   

Yes. Brookfield Asset Management will own all of our class C shares, which entitle Brookfield Asset Management to all of the residual value in our company after payment in full of the amount due to holders of class A exchangeable shares and class B shares and subject to the prior rights of holders of our Preferred Shares. This residual economic interest, together with the mechanisms to create economic equivalence between the class A exchangeable shares and Brookfield Class A Shares, creates alignment between the interests of Brookfield Asset Management and our shareholders. For additional information, see “The Special Dividend — Background to and Purpose of the Special Dividend”.

 

Current and former executives of Brookfield Asset Management, referred to as the Partnership, and whose members we refer to as Partners, have been and continue to be instrumental in ensuring a stability of ownership that fosters a culture of strong governance and mutual respect, a commitment to collective excellence and achievement, and a focus on long-term value creation for all stakeholders. The Partners, in the aggregate, own interests in approximately 320 million Brookfield Class A Shares (representing approximately 20% of the Brookfield Class A Shares (on a fully diluted basis)). Upon completion of the special dividend, the Partners will, in the aggregate (but not as a group), own approximately         % of our class A exchangeable shares. In addition, the Partners have designated individuals from among their number to own and control the Brookfield Class B Shares as a group. Similarly, a group has been designated to own all of our class B shares (through a similar structure), referred to as the BAM Re Class B Partners. Holders of our class B shares are entitled to elect one-half of the board and approve all other matters requiring shareholder approval. Upon the completion of the special dividend, the individuals who are the BAM Re Class B Partners are expected to also own, in the aggregate (but not as a group), approximately         % of our class A exchangeable shares. See “Security Ownership”.

 

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Questions

  

Answers about the special dividend

How will the special dividend work?   

As a result of the special dividend, holders of Brookfield Class A Shares will be entitled to receive one (1) class A exchangeable share for every              Brookfield Class A Shares held as of the record date, provided that the special dividend will be subject to any applicable withholding tax and no holder will be entitled to receive any fractional interests in the class A exchangeable shares. Holders who would otherwise be entitled to a fractional class A exchangeable share will receive a cash payment. Holders of the Brookfield Class B Shares as of the record date will also be entitled to receive (1) class A exchangeable share for every              Brookfield Class B Shares held as of the record date on the same basis as noted above. For additional information, see “The Special Dividend — Mechanics of the Special Dividend”.

If I am a holder of Brookfield Class A Shares, what do I have to do to participate in the distribution?   

Nothing. You are not required to pay for the class A exchangeable shares that you will receive upon the special dividend or tender or surrender your Brookfield Class A Shares or take any other action in connection with the special dividend. No vote of Brookfield Class A Shareholders will be required for the special dividend. If you own Brookfield Class A Shares as of the close of business on the record date, a book-entry account statement reflecting your ownership of the class A exchangeable shares will be mailed to you, or your brokerage account will be credited for the class A exchangeable shares, on or about             , 2021.

Are there risks associated with owning the class A exchangeable shares or Brookfield Class A Shares?   

Yes, our business and the ownership of class A exchangeable shares are subject to both general and specific risks and uncertainties. Owning Brookfield Class A Shares is also subject to risks. For a discussion of the factors you should consider, please see “Risk Factors”.

How will owning a class A exchangeable share be different from owning a Brookfield Class A Share?   

The class A exchangeable shares will be shares of our company and will have voting rights in respect of our company but not of Brookfield Asset Management. Each holder of class A exchangeable shares will be entitled to receive notice of, and to attend and vote at, all meetings of our shareholders, other than meetings at which only holders of a specified class or series of shares are entitled to vote or as otherwise required by law, and will be entitled to cast one vote for each class A exchangeable share held. In the election of directors, holders of class A exchangeable shares will be entitled to elect one-half of the board. The holder of the class B shares will be entitled to elect the other one-half of our board and all matters that require shareholder approval must also be approved by the holder of the class B shares.

 

Each class A exchangeable share will be structured with the intention of providing an economic return equivalent to one Brookfield Class A Share (subject to adjustment to reflect certain capital events), including distributions on each class A exchangeable share at the same time and in the same amount per share as dividends on the Brookfield Class A Shares. However, there are certain material differences between the rights of holders of class A exchangeable shares and holders of the Brookfield Class A Shares under the governing documents of our company and Brookfield Asset Management and applicable law, such as the right of holders of class A exchangeable shares to request an exchange of their class A exchangeable shares for an equivalent number of Brookfield Class A Shares or its cash equivalent (the form of payment

 

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Questions

  

Answers about the special dividend

  

to be determined at the election of Brookfield Asset Management), the redemption right of our company, subject to the consent of Brookfield Asset Management, and the right of Brookfield Asset Management to require our company to commence a liquidation upon the occurrence of certain events. These material differences are described in the section entitled “Comparison of the OBCA and the Bermuda Act”.

When will the special dividend be completed?   

Brookfield Asset Management expects to complete the special dividend on or about             , 2021.

What is the record date for the special dividend?   

On or about             , 2021.

How many class A exchangeable shares will I receive?   

You will be entitled to receive one (1) class A exchangeable share for every             Brookfield Class A Shares you hold as of the record date of the special dividend. Based on the number of Brookfield Class A Shares expected to be outstanding on the record date for the special dividend, Brookfield Asset Management expects to distribute approximately              million class A exchangeable shares. No holder will be entitled to receive any fractional interests in the class A exchangeable shares. Holders who would otherwise be entitled to a fractional class A exchangeable share will receive a cash payment. For additional information on the distribution, see “The Special Dividend — Mechanics of the Special Dividend”.

Is the special dividend taxable for Canadian federal income tax purposes?   

For Canadian federal income tax purposes, and subject to the assumptions, qualifications, and limitations set forth below under the heading “Certain Canadian Federal Income Tax Considerations”, holders of Brookfield Class A Shares who are resident in Canada and who receive class A exchangeable shares pursuant to the special dividend will be considered to have received a taxable dividend equal to the aggregate fair market value of the class A exchangeable shares so received, plus the amount of any cash received in lieu of fractional class A exchangeable shares. Brookfield Asset Management is of the view that the exchange right associated with the class A exchangeable shares has only a nominal fair market value and Brookfield Asset Management will report the special dividend and the associated exchange right for tax purposes on that basis. For holders of Brookfield Class A Shares who are not resident in Canada, the special dividend will be subject to Canadian federal withholding tax under Part XIII of the Tax Act at the rate of 25% of the amount of the special dividend, subject to a possible reduction under the terms of an applicable income tax treaty or convention.

 

Holders of Brookfield Class A Shares, including those who are not resident in Canada, are urged to consult their own tax advisors regarding the Canadian federal income tax consequences of the special dividend in light of their particular circumstances.

 

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Questions

  

Answers about the special dividend

Is the special dividend taxable for United States federal income tax purposes?   

For U.S. federal income tax purposes, and subject to the assumptions, qualifications, and limitations set forth below under the heading “Certain United States Federal Income Tax Considerations”, we intend to take the position that a U.S. Holder who receives class A exchangeable shares as a special dividend will be considered to have received a taxable distribution in an amount equal to the sum of the fair market values of (i) the class A exchangeable shares received by such holder, (ii) the fractional class A exchangeable shares sold by the distribution agent on such holder’s behalf, and (iii) the exchange rights received by such holder (in each case, without reduction for any tax withheld in respect of the special dividend). Because Brookfield Asset Management does not intend to calculate earnings and profits for U.S. federal income tax purposes, U.S. Holders should expect the entire amount of such taxable distribution to be treated as a dividend for U.S. federal income tax reporting purposes.

 

Holders of Brookfield Class A Shares are urged to consult their tax advisers regarding the U.S. federal income tax consequences of the special dividend in light of their particular circumstances.

Where will I be able to trade the class A exchangeable shares?   

There is currently no public trading market for our class A exchangeable shares. However, our company has applied to list our class A exchangeable shares on the NYSE and on the TSX under the symbol “BAMR”. The listing of our class A exchangeable shares on the NYSE is subject to our company fulfilling all of the requirements of the NYSE and the listing of our class A exchangeable shares on the TSX is subject to our company fulfilling all of the requirements of the TSX.

 

We expect that trading of our class A exchangeable shares will commence on the first trading day following the special dividend. We do not plan to have a “when-issued” market for our class A exchangeable shares prior to the special dividend.

How do I exchange the class A exchangeable shares I will receive for Brookfield Class A Shares?   

As a class A exchangeable shareholder, you will be entitled to exchange your class A exchangeable shares with Brookfield Asset Management for an equivalent number of Brookfield Class A Shares (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management) at any time, subject to the limitations described below if Brookfield Asset Management is unable to maintain an effective registration statement. Brookfield Asset Management currently intends to satisfy any exchange requests through the delivery of Brookfield Class A Shares rather than cash. For additional information, see “Description of Our Share Capital — Class A Exchangeable Shares” and “—Exchange by Holder — Adjustments to Reflect Certain Capital Events”. However, factors that Brookfield Asset Management may consider when determining whether to satisfy any exchange request for cash rather than Brookfield Class A Shares include, without limitation, compliance with applicable securities laws, changes in law, Brookfield Asset Management’s available consolidated liquidity and any tax consequences to Brookfield Asset Management or to a holder as a result of delivery of Brookfield Class A Shares.

 

 

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Questions

  

Answers about the special dividend

  

Brookfield Asset Management will be required to maintain an effective registration statement in order to exchange any class A exchangeable

shares for Brookfield Class A Shares. However, if Brookfield Asset Management is unable to maintain an effective registration statement, then Brookfield Asset Management will not be able to effect exchanges for Brookfield Class A Shares and will not be required to effect exchanges for cash that would result in the payment of an amount in excess of $5,000,000 in the aggregate over any 30 consecutive calendar day period; provided that such limit will not apply for more than 90 consecutive calendar days during any 12 calendar month period.

 

The obligation to satisfy a request for exchange is the obligation of Brookfield Asset Management, and our company has no obligation to deliver Brookfield Class A Shares or cash, to deliver any unpaid distributions, or to cause Brookfield Asset Management to do so.

 

If you hold your Brookfield Class A Shares and class A exchangeable shares through a broker, please contact your broker to request an exchange. If you are a registered holder and hold your Brookfield Class A Shares and class A exchangeable shares in certificated form or in an account directly with the transfer agent, AST Trust Company (Canada), please contact the transfer agent to request an exchange.

 

An exchange of class A exchangeable shares for an equivalent number of Brookfield Class A Shares or its cash equivalent may have tax consequences. See “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations”.

Will the number of Brookfield Class A Shares I own or the dividends I receive change as a result of the special dividend?   

The number of Brookfield Class A Shares that you own will not change as a result of the special dividend. However, if you retain the class A exchangeable shares you receive in the special dividend, you will also receive distributions each quarter paid on those class A exchangeable shares.

 

The dividend policy of Brookfield Asset Management, and the current quarterly dividend, will be unchanged as a result of the special dividend given that the fair market value of the businesses to be transferred by Brookfield Asset Management to the company represent less than 1% of the consolidated assets of Brookfield Asset Management. An adjustment of less than 1% to the quarterly dividend of Brookfield Asset Management would not change the quantum of the quarterly dividend. As a result, following completion of the special dividend, the dividend for each Brookfield Class A Share will be the same as it would have been if the special dividend had not been made and an equivalent quarterly distribution is expected to be paid on the class A exchangeable shares.

 

An illustrative example is provided based on the existing quarterly dividend payable to holders of Brookfield Class A Shares of $0.13 per share and the expected special dividend of one (1) class A exchangeable share for every              Brookfield Class A Shares:

 

•  prior to the special dividend, a holder of             Brookfield Class A Shares would receive a quarterly dividend from Brookfield Asset Management of $0.13 per Brookfield Class A Share for an aggregate of $             per quarter; and

 

 

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Questions

  

Answers about the special dividend

  

•  following the special dividend, and assuming the holder retains the class A exchangeable share distributed in the special dividend, a holder of                          Brookfield Class A Shares would receive a quarterly dividend from Brookfield Asset Management of $0.13 per Brookfield Class A Share (for an aggregate of $            ) plus a quarterly distribution from the company of $0.13 on the one class A exchangeable share received on completion of the special dividend, for an aggregate of $             per quarter, which is $0.13 more than what would have been received prior to the special dividend.

What will happen to the listing of Brookfield Asset Management’s Class A Shares?   

Nothing. The Brookfield Class A Shares will continue to trade on the TSX under the symbol “BAM.A” and on the NYSE under the symbol “BAM”.

Whom do I contact for information regarding our company and the special dividend?   

Before the special dividend, you should direct inquiries relating to the special dividend to:

 

Brookfield Asset Management Inc.

Suite 300, Brookfield Place, 181 Bay Street

Toronto, Ontario, Canada M5J 2T3

Attention: Company Secretary

 

After the special dividend, you should direct inquiries relating to the class A exchangeable shares to:

 

Brookfield Asset Management Reinsurance Partners Ltd.

73 Front Street, 5th Floor

Hamilton HM 12 Bermuda

Attention: Company Secretary

 

After the special dividend, the transfer agent and registrar for the class A exchangeable shares will be:

 

AST Trust Company (Canada)

1 Toronto Street, Suite 1200

Toronto, Ontario, Canada M5C 2V6

 

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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and in the documents incorporated herein by reference and does not contain all of the information you should know about our company, the class A exchangeable shares and the Brookfield Class A Shares. You should read this entire prospectus carefully, especially the “Risk Factors” section and the more detailed information and financial data and statements contained elsewhere in this prospectus and incorporated herein by reference. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Information” for more information. Unless otherwise indicated or the context otherwise requires, the disclosure in this prospectus assumes that the special dividend has been completed and we have acquired our operating subsidiaries from Brookfield Asset Management, although we will not acquire such subsidiaries until shortly prior to the special dividend. See “Glossary” for the definitions of the various defined terms used throughout this prospectus.

Special Dividend Key Dates

The key dates associated with the special dividend are as follows:

 

Record date:

                     , 2021  

Dividend date:

     On or about                 , 2021  

Our Business

Our company was established by Brookfield Asset Management to own and operate a leading reinsurance business focused on providing capital-based solutions to insurance companies and their stakeholders. Through our operating subsidiaries, we will provide annuity-based reinsurance products to insurance and reinsurance companies and will also act as a direct issuer of pension risk transfer products for pension plan sponsors. In doing so, we seek to match long-duration liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. We intend to leverage our relationship with Brookfield in order to opportunistically source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well suited for this purpose.

We currently have a single operating segment related to our pension risk transfer business. Going forward, we plan to focus primarily on growing our annuities-based reinsurance business, which we refer to as our annuities business. Over time, we may look for opportunities to expand our reinsurance business to cover other longer-duration products such as life insurance and structured settlements. See “Our Business” for further details.

Annuities

Within our annuities business, we are focused primarily on the reinsurance of annuity-based products, and will primarily seek to reinsure annuity-based products for direct insurers and other reinsurers operating in North America and Western Europe. We primarily seek to reinsure three types of annuity products: fixed annuities, fixed index annuities and payout annuities.

In connection with the strategic partnership arrangement between Brookfield and AEL Holdings, we expect to be the reinsurance counterparty of up to $10 billion in primarily fixed index annuity liabilities of AEL, including an initial $5 billion of existing liabilities and up to an incremental $5 billion of future business, when written. We expect the reinsurance treaty in respect of the initial $5 billion of existing liabilities to be signed and closed in the first half of 2021. See “Our Business — Recent Developments” for more information.



 

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Pension Risk Transfer

Pension risk transfer is the transfer by a corporate sponsor of the risks (or some of the risks) associated with the sponsorship and administration of a pension plan, in particular, investment risk and longevity risk, which is the risk of an increase in life expectancy of plan beneficiaries. These risks can be transferred either to an insurer like us through a group annuity transaction, or to an individual through a lump sum settlement payment. Pension risk transfer using insurance typically involves a single premium group annuity contract that is issued by an insurer, permitting the corporate pension plan sponsor to discharge certain pension plan liabilities from its balance sheet.

Today, our pension risk transfer business is led by a team of experts with an average of over 25 years of experience in group annuities, providing pension risk transfer solutions to organizations across Canada. We wrote our first group annuity policy in the first quarter of 2017 and, as of December 31, 2020, had $1.4 billion (C$1.7 billion) of policyholder reserves.

Recent Developments

AEL Strategic Partnership

On October 17, 2020, Brookfield entered into a strategic partnership with AEL Holdings, a leading retirement planning annuity provider, pursuant to which the parties agreed to enter into a reinsurance transaction for the reinsurance of an initial $5 billion in primarily fixed index annuity liabilities of AEL and up to an incremental $5 billion of future business. We expect to be the reinsurance counterparty under these arrangements. In addition, Brookfield agreed to acquire an up to 19.9% (but not less than 15.0%) equity interest in AEL Holdings in two tranches and subject to certain conditions. On November 30, 2020, Brookfield acquired 9,106,042 common shares of AEL Holdings, representing at the time of such acquisition an approximate 9.2% equity interest in AEL Holdings, at $37.00 per share. The acquisition of the remaining equity interest in AEL Holdings is subject to execution of the AEL Reinsurance Treaty, regulatory approval and other closing conditions. Prior to completion of the special dividend, Brookfield intends to sell the 9,106,042 common shares of AEL Holdings that are currently held by a subsidiary of Brookfield Asset Management to NER SPC along with the right to acquire the remaining equity interest in AEL Holdings for a total equity investment of up to 19.9% (but not less than 15.0%) in AEL Holdings.

Strategic Benefits of the Brookfield Relationship

Brookfield Asset Management is a global asset management company focused on real estate, infrastructure, renewable power, private equity and credit with $600 billion of assets under management, approximately 150,000 operating employees and over 1,000 investment professionals worldwide. Brookfield’s strategy is to combine best-in-class operating capabilities and transaction execution to acquire and invest in targeted assets and actively manage them in order to achieve superior returns on a long-term basis. Inclusive of Oaktree, in which Brookfield owns an approximate 62% interest, Brookfield manages approximately $150 billion of assets across its credit products, which includes both liquid and private alternative strategies.

In connection with the special dividend, our company will acquire our business and assume the employment of certain officers and employees from Brookfield. In addition, we will be party to a number of agreements with Brookfield in respect of our business, including the Support Agreement, the Rights Agreement, the Administration Agreement, the Investment Management Agreements, the Equity Commitment, the Assignment Agreement and the Credit Agreement. These agreements and relationships will be important to our company, in some cases because they will provide financial support to our company and will support the economic equivalence of the class A exchangeable shares and the Brookfield Class A Shares. For further details regarding these agreements, see “Relationship with Brookfield”.

We believe that our ongoing relationship with Brookfield provides us with a unique competitive advantage as well as access to opportunities that would otherwise not be available to us as a stand-alone insurance or reinsurance company.



 

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In order to execute our vision of being a leading reinsurer of long-duration liabilities and earn attractive risk-adjusted returns within our business, we will seek to leverage our relationship with Brookfield and in turn take advantage of Brookfield’s core attributes:

 

   

strong investment management and asset allocation capabilities, with significant experience managing alternative real asset investment strategies;

 

   

significant investment in and relationship with Oaktree, a leading global alternative investment management firm with an expertise in credit;

 

   

transaction structuring and origination capabilities, with a proven track record of executing large-scale, multi-faceted transactions across multiple geographies;

 

   

robust approach to risk management that emphasizes the proactive management of risks and ensuring that there is necessary capacity and resilience to respond to changing environments by evaluating both current and emerging risks; and

 

   

institutional relationships, including those developed with global insurance companies.

Strategy and Growth

Overall, our strategy is to seek to earn attractive risk-adjusted returns within our business by opportunistically sourcing long-duration insurance liabilities and investing the associated capital in a portfolio of high-quality, long-dated assets. We intend to focus on three avenues for growth:

 

   

Sourcing large-scale reinsurance transactions. The annuity and life insurance industry within our target markets of North America and Western Europe is of significant size. We believe there are numerous opportunities, including those similar to the AEL reinsurance transaction, to partner with insurers and execute both block and flow reinsurance arrangements. We believe that our history of consummating large-scale, multi-faceted transactions, and our access to capital position us well to successfully source these opportunities.

 

   

Expanding our existing pension risk transfer business. Within Canada, there is approximately $540 billion of private sector pension plans, of which 50% are now closed. This represents over $250 billion of potential pension risk transfer business that we estimate will occur over the next 10 to 20 years. We believe that we are well situated to grow in the Canadian market given our expertise through Brookfield Annuity and our relationship with Brookfield. We may look to expand our pension risk transfer capabilities to other jurisdictions, including the U.S. and U.K., subject to obtaining all required regulatory approvals.

 

   

Pursuing inorganic growth on a value basis. We intend to opportunistically evaluate opportunities to acquire existing platforms or strategically invest in reinsurers and direct insurers, primarily those operating in North America and Western Europe, and earn an attractive return on the capital we deploy.

Stock Exchange Listing

We have applied to list our class A exchangeable shares on the NYSE and the TSX under the symbol “BAMR”. The listing of our class A exchangeable shares on the NYSE is subject to our company fulfilling all of the requirements of the NYSE and the listing of our class A exchangeable shares on the TSX is subject to our company fulfilling all of the requirements of the TSX.

The Special Dividend

The special dividend will entitle holders of Brookfield Class A Shares to receive one (1) class A exchangeable share for every                 Brookfield Class A Shares held as of the record date, provided that the



 

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special dividend will be subject to any applicable withholding tax and no holder will be entitled to receive any fractional interest in the class A exchangeable shares. The record date for the special dividend is                , 2021 and the dividend date is expected to be on or about                , 2021.

Creating our company and distributing the class A exchangeable shares, which will be structured with the intention of providing an economic return equivalent to one Brookfield Class A Share (subject to adjustment to reflect certain capital events), is intended to achieve the following objectives:

 

   

Establish a publicly-traded company to own and operate a leading reinsurance business focused on providing capital-based solutions to insurance companies and their stakeholders.

 

   

Provide investors with the flexibility to own, through the ownership of a class A exchangeable share, the economic equivalent of a Brookfield Class A Share because of the right to exchange each class A exchangeable share into a Brookfield Class A Share or its cash equivalent, and the expectation that distributions on class A exchangeable shares will be paid at the same time and in the same amount per share as dividends on the Brookfield Class A Shares.

 

   

Provide Canadian and U.S. investors with the opportunity to receive returns of capital instead of taxable dividends and provide non-Canadian investors with the ability to receive distributions without the imposition of withholding tax, which we believe will attract new investors who will benefit from investing in our business.

 

   

Provide access to new capital pools through the formation of a new publicly-traded company and the creation of a new reinsurance platform.

Based on approximately                 million Brookfield Class A Shares that we expect to be outstanding on the record date for the special dividend, Brookfield Asset Management intends to make a special dividend of approximately                  million class A exchangeable shares of our company to shareholders of Brookfield Asset Management. The number of Brookfield Class A Shares that you own will not change as a result of the special dividend. The dividend policy of Brookfield Asset Management, and the current quarterly dividend, will be unchanged as a result of the special dividend and following completion of the special dividend, the dividend for each Brookfield Class A Share will be the same as it would have been if the special dividend had not been made. However, if you retain the class A exchangeable shares you receive in the special dividend, you will also receive distributions each quarter paid on the class A exchangeable shares.

See “The Special Dividend — Background to and Purpose of the Special Dividend”.



 

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Corporate Structure

Prior to completion of the special dividend, our company was an indirect subsidiary of Brookfield Asset Management. The following diagram provides an illustration of the simplified corporate structure of our company immediately prior to completion of the special dividend and the related reorganization.

 

LOGO

 

1 —

Jurisdiction of formation is the Province of Ontario, Canada. All entities depicted are 100% owned directly or indirectly by Brookfield Asset Management.

2 —

Jurisdiction of formation is Bermuda.

3 —

Jurisdiction of formation is Cayman Islands. NER SPC is expected to hold up to a 19.9% equity interest in AEL Holdings. See “Our Business — Recent Developments”.

4 —

Jurisdiction of formation is Canada.



 

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The following diagram provides an illustration of the simplified corporate structure of our company and its principal subsidiaries immediately after completion of the special dividend.

 

 

LOGO

 

1

— Jurisdiction of formation is the Province of Ontario, Canada. Brookfield Asset Management will hold all of our class C shares, giving it the residual economic interest in our company. Immediately upon completion of the special dividend, Brookfield Asset Management will not own any of our class A exchangeable shares and will have no voting interest in our company.

2

— Jurisdiction of formation is Bermuda. All subsidiaries of our company are 100% owned directly or indirectly by our company.

3

— Jurisdiction of formation is Cayman Islands. NER SPC is expected to hold up to a 19.9% equity interest in AEL Holdings. See “Our Business — Recent Developments”.

4

— Holders of our class B shares, all of which are held through a voting trust, are entitled to elect half of our board and approve all other matters requiring shareholder approval. Immediately upon completion of the special dividend, individuals who are the BAM Re Class B Partners will also own, in the aggregate (but not as a group), approximately             % of our class A exchangeable shares. The voting trust will not own any class A exchangeable shares. See “Security Ownership”.

5

— Jurisdiction of formation is Canada.

6

— Immediately following completion of the special dividend, the aggregate economic interest represented by our class A exchangeable shares, class B shares and class C shares is expected to be $         million,



 

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$         million and $         million, respectively. See “Unaudited Pro Forma Financial Statements”. Subject to applicable law and in addition to any other required shareholder approvals, all matters to be approved by shareholders of our company (other than the election of directors), must be approved by both: (i) a majority or, where a higher threshold is specified in our governing documents or under applicable law, the higher percentage of the votes cast by holders of class A exchangeable shares who vote in respect of the resolution and (ii) a majority or, where a higher threshold is specified in our governing documents or under applicable law, the higher percentage of the votes cast by holders of class B shares who vote in respect of the resolution. Consequently, all matters requiring shareholder approval must be approved by the holder of the class B shares, whom immediately after the completion of the special dividend will be the BAM Re Class B Partners. In addition, the holders of the class A exchangeable shares will be entitled to elect one-half of our board and the holders of the class B shares will be entitled to elect one-half of our board. The class C shares are non-voting, will have certain consent rights and will have the residual economic interest in the company. See “Description of Our Share Capital”.

Distribution Policy

The payment of distributions on our company’s class A exchangeable shares are at the discretion of our board and may be in the form of a dividend or a return of capital distribution or a combination. We currently intend to pay quarterly distributions at least a portion of which are expected to be in the form of a return of capital distribution. Any return of capital distributions require shareholder approval, which we intend to seek annually. Distributions on the class A exchangeable shares are expected to be made quarterly, at the end of March, June, September and December of each year. Each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and, following the special dividend, it is expected that distributions on our class A exchangeable shares will be paid at the same time and in the same amount as cash dividends are paid on the Brookfield Class A Shares to provide holders of our class A exchangeable shares with an economic return equivalent to holders of Brookfield Class A Shares. We expect to commence paying distributions on our class A exchangeable shares on                 , 2021.

Our company is unlikely to be able to pay quarterly distributions from operating cash flow for some time. Our company will receive $25 million for working capital from Brookfield prior to the dividend date. In addition, Brookfield Asset Management will provide our company with the Equity Commitment in the amount of $2 billion to fund future growth, which we may draw on from time to time, and a revolving credit facility in the amount of $200 million for working capital purposes. Our company may also establish credit facilities with one or more financial institutions on an arm’s length basis. We intend to use the liquidity provided by Brookfield prior to the dividend date, the Equity Commitment and any credit facilities (including under the Credit Agreement) for working capital purposes and to fund distributions, and we may use the proceeds from the Equity Commitment to fund growth capital investments and acquisitions.

See “Brookfield Asset Management — Dividend Policy and Dividend History” for further information on Brookfield Asset Management’s dividend policy and Brookfield Asset Management’s dividend history. Future dividends by Brookfield Asset Management will be at the discretion of its board of directors, and distributions on the class A exchangeable shares also will be made at the discretion of our board, and while Brookfield Asset Management expects future dividends to be made in accordance with its dividend policy, there can be no assurance that Brookfield Asset Management or our company will make comparable distributions in the future or at all. See “Risk Factors — Risks Relating to the Class A Exchangeable Shares — Our company cannot assure you that it will be able to pay distributions equal to the levels currently paid by Brookfield Asset Management and holders of class A exchangeable shares may not receive distributions equal to the dividends paid on the Brookfield Class A Shares and, accordingly, may not receive the intended economic equivalence of those securities”.

Our Capital Structure

Upon completion of the special dividend, approximately                million class A exchangeable shares,                million class B shares,                million class C shares, and no Preferred Shares are expected to be issued and outstanding.



 

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The class A exchangeable shares will be shares of our company and will have voting rights in respect of our company but not Brookfield Asset Management. Each holder of class A exchangeable shares will be entitled to receive notice of, and to attend and vote at, all meetings of our shareholders, other than meetings at which only holders of a specified class or series of shares are entitled to vote or as otherwise required by law, and will be entitled to cast one vote for each class A exchangeable share held. In the election of directors, holders of class A exchangeable shares will be entitled to elect one-half of the board. The holder of the class B shares will be entitled to elect the other one-half of our board and all matters that require shareholder approval must also be approved by the holder of the class B shares.

Each class A exchangeable share will be structured with the intention of providing an economic return equivalent to one Brookfield Class A Share (subject to adjustment to reflect certain capital events). Each class A exchangeable share will be exchangeable with Brookfield Asset Management at the option of the holder for one Brookfield Class A Share (subject to adjustment to reflect certain capital events — see “Description of Our Share Capital — Class A Exchangeable Shares — Exchange by Holder — Adjustments to Reflect Certain Capital Events”) or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), subject to certain limitations as described under “Description of Our Share Capital — Class A Exchangeable Shares — Exchange by Holder”. Brookfield Asset Management currently intends to satisfy any exchange requests on the class A exchangeable shares through the delivery of Brookfield Class A Shares rather than cash. It is expected that following completion of the special dividend, each class A exchangeable share will receive distributions at the same time and in the same amount per share as the cash dividends paid on each Brookfield Class A Share, as more fully described in this prospectus. We therefore expect that the market price of our class A exchangeable shares should be impacted by the market price of the Brookfield Class A Shares and the business performance of Brookfield Asset Management.

However, there are certain material differences between the rights of holders of class A exchangeable shares and holders of the Brookfield Class A Shares under the governing documents of our company and Brookfield Asset Management and applicable law, such as the right of holders of class A exchangeable shares to request an exchange of their class A exchangeable shares for an equivalent number of Brookfield Class A Shares or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), the redemption right of our company, subject to the consent of Brookfield Asset Management, and the right of Brookfield Asset Management to require our company to commence a liquidation upon the occurrence of certain events. These material differences are described in the sections entitled “Description of Our Share Capital” and “Comparison of the OBCA and the Bermuda Act”.

Brookfield Asset Management will hold all of the class C shares, and will not own any voting interest in our company but will be entitled to all of the residual value in our company after payment in full of the amount due to holders of class A exchangeable shares and class B shares (consisting of any declared and unpaid distributions, and the delivery of Brookfield Class A Shares or the cash equivalent on a redemption or liquidation) and subject to the prior rights of holders of Preferred Shares. Brookfield Asset Management will, however, have a consent right over certain matters regarding our company and the right to commence a liquidation of our company upon the occurrence of certain events. See “Description of Our Share Capital”.

Other than on a transitory basis as a result of an exchange, Brookfield Asset Management is not expected to own class A exchangeable shares. Instead, Brookfield Asset Management currently expects to convert any class A exchangeable shares received by it pursuant to exchanges into additional class C shares. See “Description of Our Share Capital — Class C Shares — Conversion of Tendered Class A Exchangeable Shares”. However, if, from time to time, Brookfield Asset Management acquires class A exchangeable shares, including pursuant to the exercise of exchange rights by holders of class A exchangeable shares, it will have voting rights in respect of our company and will be entitled to cast one vote for each class A exchangeable share to the extent held on the record date for voting at a meeting of shareholders of the company.

This prospectus, which forms a part of a registration statement on Form F-1, constitutes a prospectus of Brookfield Asset Management with respect to the underlying Brookfield Class A Shares deliverable to holders of



 

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class A exchangeable shares upon exchange, redemption or acquisition of the class A exchangeable shares as contemplated by our memorandum of association and bye-laws, the Rights Agreement and the Support Agreement (including in connection with any liquidation, dissolution or winding up of our company); however, Brookfield Asset Management intends to file a registration statement on Form F-3 with respect to the delivery of Brookfield Class A Shares in connection with any such redemption, exchange or purchase from and after the effective date of the special dividend.

Rights Agreement

On or prior to the dividend date, the rights agent, our company, and Brookfield Asset Management will enter into the Rights Agreement, pursuant to which Brookfield Asset Management will agree that on the applicable specified exchange date with respect to any class A exchangeable shares submitted for exchange, Brookfield Asset Management will satisfy, or cause to be satisfied, the obligations pursuant to our memorandum of association and bye-laws to exchange such subject class A exchangeable shares for Brookfield Class A Shares or its cash equivalent plus any unpaid distributions. Brookfield Asset Management currently intends to satisfy any exchange requests on the class A exchangeable shares through the delivery of Brookfield Class A Shares rather than cash. For more information, see “Description of Our Share Capital — Rights Agreement”.

Summary of Certain Canadian Federal Income Tax Considerations

For Canadian federal income tax purposes, and subject to the assumptions, qualifications, and limitations set forth below under the heading “Certain Canadian Federal Income Tax Considerations,” holders of Brookfield Class A Shares who are resident in Canada and who receive class A exchangeable shares pursuant to the special dividend will be considered to have received a taxable dividend equal to the aggregate fair market value of the class A exchangeable shares so received plus the amount of any cash received in lieu of fractional class A exchangeable shares. Brookfield Asset Management is of the view that the exchange right associated with the class A exchangeable shares has only a nominal fair market value and Brookfield Asset Management will report the special dividend and the associated exchange right for tax purposes on that basis. For holders of Brookfield Class A Shares who are not resident in Canada, the special dividend will be subject to Canadian federal withholding tax under Part XIII of the Tax Act at the rate of 25% of the amount of the special dividend, subject to a possible reduction under the terms of an applicable income tax treaty or convention.

Holders of Brookfield Class A Shares, including those who are not resident in Canada, should see “Certain Canadian Federal Income Tax Considerations” for further details, including with respect to the Canadian federal income tax consequences of holding and disposing of class A exchangeable shares and Brookfield Class A Shares received on a redemption, exchange or other disposition of class A exchangeable shares to our company or Brookfield Asset Management.

Holders of Brookfield Class A Shares, including those who are not resident in Canada, are urged to consult their own tax advisors regarding the Canadian federal income tax consequences of the special dividend and of holding and disposing of class A exchangeable shares and Brookfield Class A Shares received on a redemption, exchange or other disposition of class A exchangeable shares to our company our Brookfield Asset Management in light of their particular circumstances.

Summary of Certain United States Federal Income Tax Considerations

For U.S. federal income tax purposes, and subject to the assumptions, qualifications, and limitations set forth below under the heading “Certain United States Federal Income Tax Considerations,” we intend to take the position that a U.S. Holder who receives class A exchangeable shares as a special dividend will be considered to have received a taxable distribution in an amount equal to the sum of the fair market values of (i) the class A exchangeable shares received by such holder, (ii) the fractional class A exchangeable shares sold by the distribution agent on such holder’s behalf, and (iii) the exchange rights received by such holder (in each case, without reduction for any tax withheld in respect of the special dividend). Because Brookfield Asset



 

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Management does not intend to calculate earnings and profits for U.S. federal income tax purposes, U.S. Holders should expect the entire amount of such taxable distribution to be treated as a dividend for U.S. federal income tax reporting purposes.

Brookfield Class A Shareholders who receive class A exchangeable shares pursuant to the special dividend are urged to consult their tax advisers regarding the U.S. federal income tax consequences of the special dividend in light of their particular circumstances.

Corporate Information

Our company’s registered and head office is located at 73 Front Street, 5th Floor, Hamilton HM 12 Bermuda. Our telephone number is +441-294-3316.

Summary of Risk Factors

We are subject to a number of risks of which you should be aware. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled “Risk Factors” of this prospectus.

Risks Relating to our Company

 

   

risks relating to the intended structural equivalence of our class A exchangeable shares with Brookfield Class A Shares

 

   

risks relating to our lack of separate operating history and the completion of our growth initiatives

 

   

risks relating to our ability to identify opportunities for growth or our ability to complete transactions as planned or realize the anticipated benefits of our acquisitions or other investments

 

   

risks relating to our company being a holding company

 

   

risks related to our company’s status as a “SEC foreign issuer” under Canadian securities regulations and a “foreign private issuer” and “emerging growth company” under U.S. securities laws

 

   

risks relating to the possibility of our company becoming an investment company under U.S. securities laws

 

   

risks relating to our ability to maintain effective internal controls and changes in IFRS accounting standards

Risks Relating to the Class A Exchangeable Shares

 

   

risks relating to exchanges of our class A exchangeable shares, or upon a liquidation or redemption event, including any effect thereof on the market price of our class A exchangeable shares

 

   

risk relating to the inability of the holders of class A exchangeable shares to elect whether to receive Brookfield Class A Shares or the cash equivalent when requesting an exchange

 

   

risks relating to the terms and ownership of our share capital and our agreements with Brookfield

 

   

risks relating to the trading price of our class A exchangeable shares relative to Brookfield Class A Shares

 

   

risks relating to the liquidity and de-listing of our class A exchangeable shares

 

   

risks relating to the market price volatility of our class A exchangeable shares and Brookfield Class A Shares

 

   

risks relating to additional issuances of class A exchangeable shares and/or Brookfield Class A Shares, or other securities that have rights and privileges that are more favorable than the rights and privileges afforded to our shareholders

 

   

risks relating to our ability to pay distributions equal to the levels currently paid by Brookfield Asset Management

 

   

risks relating to foreign currency exchanges



 

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risks relating to differing laws in effect in Canada and Bermuda, including service of process, enforcement of judgments, and exclusive forum selection for certain litigation against us

Risks Relating to Our Operating Subsidiaries and Industry

 

   

risks relating to our reinsurance arrangements, including with AEL

 

   

risks relating to our equity interest in AEL Holdings

 

   

risks relating to our assumptions and estimates when assessing reinsurance and insurance risks

 

   

risks relating to our growth strategy, including realizing the anticipated financial benefits from reinsurance transactions

 

   

risks relating to general market conditions in the reinsurance industry (including negative publicity related thereto) and concentration risks in our investment portfolio

 

   

risks relating to our investment strategy

 

   

risks relating to changes in interest rates and credit spreads

 

   

risks relating to the valuation of our securities and investments

 

   

risks relating to the illiquidity of our company’s assets

 

   

risks relating to a rating downgrade or the absence of a rating of any of our operating subsidiaries

 

   

risks relating to the conduct of our counterparties to our reinsurance or indemnification arrangements or to the derivatives we use to hedge our business risks

 

   

risks relating to the competition and consolidation in the reinsurance and insurance industries

 

   

risks relating to use of technology and cybersecurity attacks, including the failure to protect the confidentiality of information

 

   

risks relating to our current and future indebtedness

 

   

risks relating to general economic, political and market conditions, including changes in government policy and legislation

 

   

risks relating to our capital requirements

 

   

risks relating to loss resulting from fraud, bribery, corruption other illegal acts, inadequate or failed internal processes or systems, or from external events

 

   

risks relating to public health crises, illness, epidemics or pandemics

 

   

risks relating to becoming involved in disputes and possible litigation

Risks Relating to Regulation

 

   

risks relating to the highly regulated nature of our business and any future regulatory changes thereto

 

   

risks relating to applicable capital ratios/calculations of our insurance subsidiaries

 

   

risks relating to changes in regulatory requirements

 

   

risks relating to potential government intervention in the insurance industry and instability in the marketplace for insurance products

 

   

risks relating to Bermuda’s and the Cayman Islands’ reinsurance and insurance regulatory framework and legislation

 

   

risks relating to our company’s and/or our subsidiaries’ ability to receive and maintain licenses to commence or continue reinsurance operations

 

   

risks relating to obtaining required work permits for employees in Bermuda and the Cayman Islands

Risks Relating to Our Relationship with Brookfield

 

   

risks relating to senior executives of Brookfield Asset Management exercising influence over our company

 

   

risks relating to our dependence on Brookfield and its personnel under our arrangements with Brookfield, including the Administration Agreement and the Investment Management Agreements

 

   

risks relating to our arrangements with Brookfield



 

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risks relating to our ability to terminate our agreements entered into with Brookfield

 

   

risks relating to our ability to leverage our relationship with Brookfield to access its investment management and asset allocation capabilities

 

   

risks relating to our organizational, ownership and operational management structure potentially creating conflicts of interest

Risks Relating to Taxation

 

   

risks relating to Bermuda, Canadian and United States taxation laws

Each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share. See “Risk Factors” and the risk factors included in Brookfield’s Annual Report incorporated herein by reference for a discussion of the risk factors applicable to Brookfield Asset Management’s business and an investment in Brookfield Class A Shares.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

Our company is an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. As such, our company is eligible for certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as the Sarbanes-Oxley Act, and the requirement to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in the registration statement of which this prospectus forms a part. We do not know if some investors will find our class A exchangeable shares less attractive as a result of our utilization of these or other exemptions. The result may be a less active trading market for our class A exchangeable shares and our share price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” is eligible for the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards if its financial statements are prepared in accordance with accounting principles generally accepted in the United States, which we refer to as U.S. GAAP. In other words, such an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Our company prepares its consolidated financial statements in accordance with IFRS as issued by the IASB, which do not have separate provisions for publicly traded and private companies.

Our company will remain an “emerging growth company” until the earliest of (a) the last day of the first fiscal year in which its annual gross revenues exceed $1.07 billion, (b) the date that our company becomes a “large accelerated filer” as defined in Rule 12b-2 under the U.S. Exchange Act, which would occur if the market value of our class A exchangeable shares that are held by non-affiliates exceeds $700 million as of the last business day of our company’s most recently completed second fiscal quarter, (c) the date on which our company has issued more than $1.0 billion in nonconvertible debt during the preceding three-year period or (d) the last day of our fiscal year containing the fifth anniversary of the dividend date.

Upon the closing of this offering, our company will also report under the U.S. Exchange Act as a non-U.S. company with foreign private issuer status. For as long as our company qualifies as a foreign private issuer under the U.S. Exchange Act, it will be exempt from certain provisions of the U.S. Exchange Act that are applicable to U.S. domestic public companies, including:

 

   

the sections of the U.S. Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the U.S. Exchange Act;



 

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the sections of the U.S. Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

 

   

the rules under the U.S. Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events.

Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if our company no longer qualifies as an emerging growth company, but remains a foreign private issuer, it will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer.

Summary of Selected Financial Information

The following table presents selected financial data for our business and is derived from, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the “Unaudited Pro Forma Financial Statements”, the audited consolidated financial statements for BAH as at December 31, 2020 and December 31, 2019, and for each of the years in the three years ended December 31, 2020, which is our predecessor for financial reporting purposes, and the audited statement of financial position of our company as at December 31, 2020, in each case with the accompanying notes thereto, included elsewhere in the prospectus.

 

FOR THE YEARS ENDED DEC. 31    Year ended December 31,  
US$ THOUSANDS    2020      2019      2018  

Statement of Operating Results Data

        

Gross premiums

   $ 431,070      $ 503,688    $ 160,146

Premiums ceded

     (634      (178,579      —    

Net investment income

     83,918        57,097      741

Net benefits paid on insurance contracts

     (38,780      (25,143      (13,408

Net change in insurance contract liabilities

     (467,610      (344,776      (142,904

Operating expenses

     (5,605      (6,436      (4,971

Interest expense

     (93      (166      (111

Net income (loss) before income taxes

     2,149        5,685      (507

Income tax expense

     (541      (158      —    
  

 

 

    

 

 

    

 

 

 

Net income (loss) for the year

   $ 1,608      $ 5,527    $ (507
  

 

 

    

 

 

    

 

 

 

 

AS AT

US$ THOUSANDS

   Dec 31,
2020
     Dec. 31,
2019
 

Statement of Financial Position Data

     

Cash and cash equivalents

   $ 35,461      $ 13,361

Investments

     1,192,465        701,538

Reinsurance assets

     190,070        197,164

Total assets

     1,440,255        926,711

Insurance contract liabilities

     1,338,730        856,364

Borrowings under repurchase agreement

     —          —    

Total liabilities

     1,357,092        861,255

Total Equity

     83,163        65,456


 

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RISK FACTORS

You should carefully consider the following factors in addition to the other information set forth or incorporated by reference in this prospectus. The following factors assume that the special dividend has been completed and we have acquired our operating subsidiaries from Brookfield Asset Management. If any of the following risks were actually to occur, our business, financial condition and results of operations and the value of the class A exchangeable shares would likely suffer. Each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share (subject to adjustment to reflect certain capital events). We therefore expect that the market price of our class A exchangeable shares should be impacted by the market price of the Brookfield Class A Shares and the business performance of Brookfield Asset Management. In addition to carefully considering the risks factors contained in this prospectus and described below, you should carefully consider the risk factors applicable to Brookfield’s business and an investment in Brookfield Class A Shares, which are incorporated by reference from Brookfield’s Annual Report. For additional information regarding Brookfield, see “Brookfield Asset Management” and “Where You Can Find More Information”.

Risks Relating to our Company

Each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and therefore we expect that the market price of our class A exchangeable shares should be impacted by the market price of the Brookfield Class A Shares and the business performance of Brookfield Asset Management.

Each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share. In addition to contemplating distributions on the class A exchangeable shares paid at the same time and in the same amount as the dividends paid on the Brookfield Class A Shares, each class A exchangeable share is exchangeable at the option of the holder for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), plus unpaid distributions. Brookfield Asset Management currently intends to satisfy any exchange requests on the class A exchangeable shares through the delivery of Brookfield Class A Shares rather than cash. As a result, the business operations of Brookfield, and the market price of the Brookfield Class A Shares, are expected to impact the market price of the class A exchangeable shares, which could be disproportionate in circumstances where the business operations and results of our company on a standalone basis are not indicative of such market trends. Holders of our class A exchangeable shares will have no ability to control or influence the decisions or business of Brookfield. You should therefore carefully consider the risk factors applicable to Brookfield’s business and an investment in Brookfield Class A Shares, as described in Brookfield’s Annual Report, which is incorporated by reference in this prospectus. For additional information regarding Brookfield, see “Brookfield Asset Management”.

Our company is a newly formed corporation with no separate operating history and the historical and pro forma financial information included herein does not reflect the financial condition or operating results we would have achieved during the periods presented, and therefore may not be a reliable indicator of our future financial performance.

Our company was formed on December 10, 2020. Although our assets and operating subsidiaries have been under Brookfield Asset Management’s control prior to the formation of our company, their combined results have not previously been reported on a stand-alone basis and the historical and pro forma financial statements included in this prospectus may not be indicative of our future financial condition or operating results and will make it difficult to assess our ability to operate profitably. We currently have a single operating segment related to our pension risk transfer business. Going forward, we plan to focus primarily on growing our annuities business; however, there is no guarantee that we will be successful in doing so. In addition, Brookfield Asset Management has had a limited history of owning and operating the operating subsidiaries that will be transferred

 

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to us prior to completion of the special dividend. Our pension risk transfer business wrote its first group annuity policy in 2017 and we have not entered into any reinsurance contracts. As a result of the foregoing, our company will be subject to all of the risks inherent in developing business and has a limited operating history from which investors can evaluate our business and prospects. Our company’s prospects must be considered in light of the risks and uncertainties encountered by an early-stage company, and in evolving reinsurance and insurance markets. Some of these risks relate to enhanced regulatory oversight and requirements and to our potential inability to effectively manage our business and operations, recruit and retain key personnel, contain costs as we expand the scale of our business, navigate a complex regulatory environment, manage growth in personnel and operations, develop new products that complement our existing business and successfully address the other risks we face, as described throughout this prospectus.

We may be unable to identify opportunities for growth or we may be unable to complete transactions as planned or realize the anticipated benefits of our acquisitions or other investments.

The completion of future transactions, including future reinsurance contracts and other acquisitions or investments may be subject to a number of closing conditions, including, as applicable, regulatory approval (including from insurance and competition authorities) and other third-party consents and approvals that are beyond our company’s control and may not be satisfied. In particular, our company may seek to invest (or divest) in jurisdictions that may impose government consent requirements on investments by foreign persons. Consents and approvals may not be obtained, may be obtained subject to conditions which adversely affect anticipated returns, and/or may be delayed or ultimately preclude the completion of reinsurance arrangements, acquisitions, dispositions, and other transactions. Government policies and attitudes with respect to foreign investment may change, which may make it more difficult for our company to complete acquisitions, dispositions, and other transactions. Furthermore, interested stakeholders could take legal steps to prevent transactions from being completed. If all or some of our company’s reinsurance arrangements, acquisitions and other transactions are unable to be completed on the terms agreed, our company may need to modify or delay or, in some cases, terminate these transactions altogether, the market value of our company’s respective securities may significantly decline, and our company may not be able to achieve the expected benefits of the transactions. In addition, even if we are able to close our acquisitions and other investments, we may not realize the anticipated benefits of such reinsurance arrangements, acquisitions, or other transactions.

Although we expect to leverage Brookfield’s long-standing strategic relationships with global insurers and reinsurers in identifying potential new business opportunities, Brookfield has no obligation to source acquisition or other business opportunities for our company and may compete with us for certain investment opportunities, which may impact our ability to identify opportunities for growth.

The completion of growth initiatives, including executing future reinsurance arrangements and acquiring interests in existing reinsurance or insurance platforms, would significantly increase the scale and scope of our operations, which we may have difficulty managing, and which may involve risks to our business.

A key part of our growth strategy will involve executing new reinsurance arrangements and may also include the acquisition of, or material investments in, existing reinsurance and insurance platforms. Such initiatives, if successful, would significantly increase the scale, scope and diversity of our business.

Future growth will likely involve some or all of the following risks, which could materially and adversely affect our business, financial condition or results of operations: the difficulty of integrating the acquired operations and personnel into our current operations; potential disruption of our current operations; diversion of resources; the difficulty of managing the growth of a larger organization; the risk of entering markets in which we have little experience; the risk of becoming involved in labor, commercial or regulatory disputes or litigation related to the new enterprise; risk of other liabilities associated with the acquired business; and the risk of a change of control resulting from an acquisition triggering rights of third parties or government agencies under contracts with, or authorizations held by the business being acquired. While we intend to conduct extensive due

 

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diligence investigations into portfolios and businesses being acquired, it is possible that due diligence may fail to uncover all material risks, or to identify a change of control trigger in a material contract or authorization, or that a contractual counterparty or government agency may take a different view on the interpretation of such a provision to that taken by us, thereby resulting in a dispute.

Our company’s material assets consist predominantly of interests in our operating subsidiaries.

We depend on distributions and other payments from our operating subsidiaries to provide us with the funds necessary to meet our financial obligations, in addition to the support provided by Brookfield Asset Management pursuant to the under the Support Agreement, Credit Agreement and Equity Commitment. Our operating subsidiaries are legally distinct from our company and some of them are or may become restricted in their ability to pay distributions or otherwise make funds available to our company pursuant to local law, regulatory requirements and their contractual agreements, including agreements governing their financing arrangements. Our operating businesses will generally be required to satisfy their own working capital requirements and service any debt obligations before making distributions to our company.

Our company is expected to be a “SEC foreign issuer” under Canadian securities regulations and a “foreign private issuer” under U.S. securities law. Therefore, we will be exempt from certain requirements of Canadian securities laws and from requirements applicable to U.S. domestic registrants listed on the NYSE.

Although our company will become a reporting issuer in Canada, we expect we will be an “SEC foreign issuer” and exempt from certain Canadian securities laws relating to disclosure obligations and proxy solicitation, subject to certain conditions. Therefore, there may be less publicly available information in Canada about our company than would be available if we were a typical Canadian reporting issuer.

Although our company will be subject to the periodic reporting requirements of the U.S. Exchange Act, the periodic disclosure required of foreign private issuers under the U.S. Exchange Act is different from periodic disclosure required of U.S. domestic registrants. Therefore, there may be less publicly available information about our company than is regularly published by or about other companies in the United States. Our company is exempt from certain other sections of the U.S. Exchange Act to which U.S. domestic issuers are subject, including the requirement to provide our shareholders with information statements or proxy statements that comply with the U.S. Exchange Act. In addition, insiders and large shareholders of our company are not obligated to file reports under Section 16 of the U.S. Exchange Act, and we will be permitted to follow certain home country corporate governance practices instead of those otherwise required under the NYSE Listed Company Manual for domestic issuers. We currently intend to follow the same corporate practices as would be applicable to U.S. domestic companies under the U.S. federal securities laws and NYSE corporate governance standards. However, we may in the future elect to follow our home country law for certain of our other corporate governance practices, as permitted by the rules of the NYSE, in which case our shareholders would not be afforded the same protection as provided under NYSE corporate governance standards to U.S. domestic registrants. Following our home country governance practices as opposed to the requirements that would otherwise apply to a U.S. domestic company listed on the NYSE may provide less protection than is accorded to investors of U.S. domestic issuers.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make our class A exchangeable shares less attractive to investors.

Our company is an “emerging growth company”, as defined in the JOBS Act, and is eligible for certain exemptions from various requirements that are applicable to other public companies that are not “emerging growth companies”. Most of such requirements relate to disclosures that we would only be required to make if we also ceased to be a foreign private issuer in the future, for example, the requirement to hold shareholder advisory votes on executive and severance compensation and executive compensation disclosure requirements for U.S. companies. We will remain an emerging growth company until the earliest of: (a) the last day of our fiscal year during which we have total annual gross revenues of at least $1.07 billion; (b) the last day of our fiscal

 

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year following the fifth anniversary of the completion of the special dividend; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the U.S. Exchange Act. We may choose to rely upon some or all of the available exemptions. When we are no longer deemed to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above. We cannot predict if investors will find our class A exchangeable shares less attractive as a result of our reliance on exemptions under the JOBS Act. If some investors find our class A exchangeable shares less attractive as a result, there may be a less active trading market for our class A exchangeable shares and our share price may be more volatile.

We are subject to the risk of possibly becoming an investment company under U.S. federal securities law.

In the United States, the Investment Company Act regulates certain companies that invest in or trade securities. We rely on an exemption under the Investment Company Act for an entity organized and regulated as a foreign insurance company which is engaged primarily and predominantly in the reinsurance of risks on insurance agreements. The law in this area is subjective and there is a lack of guidance as to the meaning of “primarily and predominantly” under the relevant exemption to the Investment Company Act. For example, there is no standard for the amount of premiums that need to be written relative to the level of an entity’s capital in order to qualify for the exemption. If this exemption were deemed inapplicable, we may, subject to the availability of other exemptions, have to seek to register under the Investment Company Act as an investment company which would require an order from the SEC. Our inability to obtain such an order could have a significant adverse impact on our business.

Assuming that we were permitted to register as an investment company, registered investment companies are subject to extensive, restrictive and potentially adverse regulation relating to, among other things, operating methods, management, capital structure, leverage, dividends and transactions with affiliates. Registered investment companies are not permitted to operate their business in the manner in which we operate our business as it is currently conducted, nor are registered investment companies permitted to have many of the relationships that we have with our affiliated companies.

If at any time it were established that we had been operating as an investment company in violation of the registration requirements of the Investment Company Act, there would be a risk, among other material adverse consequences, that we could become subject to monetary penalties or injunctive relief, or both, or that we would be unable to enforce contracts with third parties or that third parties could seek to obtain rescission of transactions with us undertaken during the period in which it was established that we were an unregistered investment company.

To the extent that the laws and regulations change in the future so that contracts we write are deemed not to be reinsurance contracts, we will be at greater risk of not qualifying for the Investment Company Act exemption. Additionally, it is possible that our classifications as an investment company would result in the suspension or revocation of our reinsurance license.

Our failure to maintain effective internal controls could have a material adverse effect on our business in the future and the price of our class A exchangeable shares.

As a public company, we will be subject to the reporting requirements of the U.S. Exchange Act, the Sarbanes-Oxley Act of 2002, and stock exchange rules promulgated in response to the Sarbanes-Oxley Act. All of our current operating subsidiaries are, and potential future acquisitions will be, private companies and their systems of internal controls over financial reporting may be less developed as compared to public company requirements. Any failure to maintain adequate internal controls over financial reporting or to implement required, new or improved controls, or difficulties encountered in their implementation, could cause material weaknesses or significant deficiencies in our internal controls over financial reporting and could result in errors or misstatements in our consolidated financial statements that could be material. If we or our independent

 

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registered public accounting firm were to conclude that our internal controls over financial reporting were not effective, investors could lose confidence in our reported financial information and the price of our class A exchangeable shares could decline. Our failure to achieve and maintain effective internal controls could have a material adverse effect on our business, our ability to access capital markets and investors’ perception of us. In addition, material weaknesses in our internal controls could require significant expense and management time to remediate.

Changes in IFRS accounting standards applicable to us will require a change in the way in which our future results will be determined and/or a retrospective adjustment of reported results.

Our accounts are prepared in accordance with current IFRS applicable to the insurance industry. The IASB introduced a framework that it described as Phase I which, under its standard IFRS 4, permitted insurers to continue to use the statutory basis of accounting for insurance assets and liabilities that existed in their jurisdictions prior to January 2005. In May 2017, the IASB published its replacement standard on insurance accounting (IFRS 17, “Insurance Contracts”), which will have the effect of introducing fundamental changes to the statutory reporting of insurance entities that prepare accounts according to IFRS from 2021. In June 2019, the IASB published an exposure draft proposing a number of targeted amendments to this new standard including the deferral of the effective date by one year from 2021 to 2022. As a result of comments on this exposure draft, the IASB redeliberated on a number of areas of IFRS 17, and on March 17, 2020, the IASB tentatively decided that the effective date of IFRS 17 will be deferred to annual reporting periods beginning on or after January 1, 2023. We are reviewing the complex requirements of this standard and considering its potential impact, which may include impacts to our risk-based capital requirements. The effect of changes required to our accounting policies as a result of implementing the new standard is currently uncertain, but these changes can be expected to, amongst other things, alter the timing of IFRS profit recognition.

Risks Relating to the Class A Exchangeable Shares

Our company may redeem the class A exchangeable shares at any time without the consent of the holders.

Our board may, subject to applicable law and the prior written consent of the holder of the class C shares, at any time, and without the consent of holders of class A exchangeable shares, elect to redeem all of the then outstanding class A exchangeable shares upon ninety (90) days’ prior written notice, including following the occurrence of any of the following redemption events: (i) the total number of class A exchangeable shares outstanding decreases by 50% or more over any six-month period; (ii) the daily market value of the outstanding class A exchangeable shares (based on the closing price on the NYSE on each trading day) (A) is less than $250 million for more than 6 consecutive months or (B) decreases by 50% or more from its high over any three-month period; (iii) a person acquires 90% of the Brookfield Class A Shares in a take-over bid (as defined by applicable securities law); (iv) shareholders of Brookfield Asset Management approve an acquisition of Brookfield Asset Management by way of arrangement, amalgamation or similar transaction; (v) shareholders of Brookfield Asset Management approve a restructuring or other reorganization of Brookfield Asset Management or a liquidation, dissolution, winding up or any other distribution of Brookfield Asset Management’s assets among its shareholders for the purpose of winding up its affairs is pending; (vi) shareholders of Brookfield Asset Management approve a sale of all or substantially all of the assets of Brookfield Asset Management; (vii) there is a change of law (whether by legislative, governmental or judicial action), administrative practice or interpretation, or a change in circumstances of our company and our shareholders, that may result in adverse tax consequences for our company or our shareholders; or (viii) our board, in its sole discretion acting in good faith, concludes that the holders of class A exchangeable shares are adversely impacted by a fact, change or other circumstance relating to our company. In addition, Brookfield Asset Management will have an overriding right to acquire all, but not less than all, of the class A exchangeable shares in the event our board elects to redeem all of the then outstanding class A exchangeable shares. See “Description of Our Share Capital — Class A Exchangeable Shares — Redemption by Issuer”.

 

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Holders of class A exchangeable shares do not have a right to elect whether to receive cash or Brookfield Class A Shares upon an exchange, liquidation or redemption event.

In the event that (i) there is a liquidation, dissolution or winding up of our company or any other distribution of our company’s assets among our shareholders for the purpose of winding up our affairs, including whether substantially concurrent with a liquidation, dissolution, winding up or any other distribution of Brookfield Asset Management’s assets among its shareholders for the purpose of winding up its affairs, (ii) our company exercises its right to redeem (or cause the redemption of) all of the then outstanding class A exchangeable shares, or (iii) a holder of class A exchangeable shares requests an exchange of class A exchangeable shares, holders of class A exchangeable shares shall be entitled to receive one Brookfield Class A Share per class A exchangeable share held (subject to adjustment to reflect certain capital events and certain other payment obligations in the case of a liquidation, dissolution or winding up of our company) or its cash equivalent. The form of payment will be determined at the election of our company or Brookfield Asset Management, as applicable, or by the liquidator in the case of liquidation, so a holder will not know whether cash or Brookfield Class A Shares will be delivered in connection with any of the events described above. Brookfield Asset Management currently intends to satisfy any exchange requests on the class A exchangeable shares through the delivery of Brookfield Class A Shares rather than cash. See “Description of Our Share Capital — Class A Exchangeable Shares”.

Any holder requesting an exchange of their class A exchangeable shares may experience a delay in receiving such Brookfield Class A Shares or the cash equivalent.

Each class A exchangeable share will be exchangeable with Brookfield Asset Management at the option of the holder for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), subject to certain limitations as described below. See “Description of Our Share Capital — Class A Exchangeable Shares — Exchange by Holder”. If cash is used to satisfy an exchange request, the amount payable per class A exchangeable share will be equal to the NYSE closing price of one Brookfield Class A Share on the date that the request for exchange is received by the transfer agent. As a result, any changes in the market price of the Brookfield Class A Shares after that date will not alter the amount of cash consideration received. By contrast, any holder whose class A exchangeable shares are exchanged for Brookfield Class A Shares will not receive such Brookfield Class A Shares for up to ten (10) business days after the applicable request is received. During this period, the market price of Brookfield Class A Shares may decrease. Any such decrease would affect the value of the Brookfield Class A Share consideration to be received by the holder of class A exchangeable shares on the effective date of the exchange. Brookfield Asset Management currently intends to satisfy any exchange requests on the class A exchangeable shares through the delivery of Brookfield Class A Shares rather than cash.

Brookfield Asset Management will be required to maintain an effective registration statement in order to exchange any class A exchangeable shares for Brookfield Class A Shares. If a registration statement with respect to the Brookfield Class A Shares issuable upon any exchange, redemption or acquisition of class A exchangeable shares (including in connection with any liquidation, dissolution or winding up of our company) is not current or is suspended for use by the SEC, no exchange or redemption of class A exchangeable shares for Brookfield Class A Shares may be effected during such period. In addition, for so long as there is not an effective registration statement with respect to the delivery of Brookfield Class A Shares in connection with the exchange right, Brookfield Asset Management will not be able to effect exchanges for Brookfield Class A Shares and will not be required to effect exchanges for cash that would result in the payment of an amount in excess of $5,000,000 in the aggregate over any 30 consecutive calendar day period; provided that such limit will not apply for more than 90 consecutive calendar days during any 12 calendar month period. As a result, in these circumstances, holders of class A exchangeable shares may experience a delay in receiving cash on exercise of the exchange right.

 

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The terms and ownership of our share capital, and our agreements with Brookfield, could discourage or inhibit takeovers, business combinations or other change of control transactions that our shareholders might consider in their best interests.

All of our outstanding class C shares will be held by Brookfield Asset Management. As the sole holder of our class C shares, Brookfield Asset Management will have certain rights, including the right to consent to any merger or similar reorganization of the company (including a sale of all of substantially all of our company’s assets), and the right to resolve that our company commence a voluntary liquidation in certain circumstances, including where more than 20% of the total number of the class A exchangeable shares outstanding are controlled by one person or group of persons acting jointly or in concert. No consent or resolution of the class A exchangeable shares, class B shares or any other class of shares is required in connection with the commencement of such liquidation by Brookfield Asset Management. As the lender under our credit facility, Brookfield Asset Management will also have certain consent rights over material changes relating to our company. Senior members of the Partnership, the BAM Re Class B Partners, will collectively hold and control all of our outstanding class B shares, and will be entitled to elect one-half of the board and approve all other matters requiring shareholder approval. See “Security Ownership”. The class B shares may only be transferred to a company controlled by one or more of the Partners or to Brookfield. These features of our share capital and ownership structure, and our agreements with Brookfield, could discourage potential acquirers from making a take-over bid or seeking to effect a change of control or business combination involving our company or make it difficult for any bid, change of control or business combination to be completed.

The class A exchangeable shares may not trade at the same price as the Brookfield Class A Shares.

Although each class A exchangeable share is structured with the intention of providing an economic return that is equivalent to one Brookfield Class A Share (subject to adjustment to reflect certain capital events), there can be no assurance that the market price of class A exchangeable shares will be equal to the market price of Brookfield Class A Shares at any time. Factors that could cause differences in such market prices may include:

 

   

perception and/or recommendations by analysts, investors and/or other third parties that these securities should be priced differently;

 

   

actual or perceived differences in distributions to holders of class A exchangeable shares versus dividends to holders of the Brookfield Class A Shares, including as a result of any legal prohibitions;

 

   

business developments or financial performance or other events or conditions that may be specific to only Brookfield or our company; and

 

   

difficulty in the exchange mechanics between class A exchangeable shares and Brookfield Class A Shares, including any delays or difficulties experienced by the transfer agent in processing the exchange requests.

If a sufficient amount of class A exchangeable shares are exchanged for Brookfield Class A Shares, then the class A exchangeable shares may be de-listed.

Upon completion of the special dividend, the class A exchangeable shares are expected to commence trading on the NYSE and the TSX. However, if a sufficient amount of class A exchangeable shares are exchanged for Brookfield Class A Shares following the special dividend, or our company exercises our redemption right, subject to the prior written consent of the holder of the class C shares, at any time including if the total number of class A exchangeable shares decreases by 50% or more over any twelve-month period, our company may fail to meet the minimum listing requirements on the NYSE and the TSX, and the NYSE or the TSX may take steps to de-list the class A exchangeable shares. Though holders of class A exchangeable shares will still be entitled to exchange each such share at any time for one Brookfield Class A Share (subject to adjustment to reflect certain capital events), or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), a de-listing of the class A exchangeable shares would have a significant adverse effect on the liquidity of the class A exchangeable shares, and holders thereof may not be able to exit their investments in the market on favorable terms.

 

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The class A exchangeable shares have never been publicly traded and an active and liquid trading market for our class A exchangeable shares may not develop.

The NYSE and TSX have not conditionally approved our company’s listing application and there is no assurance that they will do so. Prior to the special dividend, there has not been a market for our class A exchangeable shares. We cannot predict the extent to which investor interest will lead to the development of an active and liquid trading market for our class A exchangeable shares or, if such a market develops, whether it will be maintained. We cannot predict the effects on the price of our class A exchangeable shares if a liquid and active trading market for our class A exchangeable shares does not develop. In addition, if such a market does not develop, relatively small sales of our class A exchangeable shares may have a significant negative impact on the price of our class A exchangeable shares. A number of factors, principally factors relating to our company but also including factors specific to Brookfield and its business, financial condition and liquidity, economic and financial market conditions, interest rates, availability of capital and financing sources, volatility levels and other factors could lead to a decline in the value of class A exchangeable shares and a lack of liquidity in any market for class A exchangeable shares.

The market price of the class A exchangeable shares and Brookfield Class A Shares may be volatile, and holders of class A exchangeable shares and/or Brookfield Class A Shares may lose a significant portion of their investment due to drops in the market price of class A exchangeable shares and/or Brookfield Class A Shares following the special dividend.

The market price of the class A exchangeable shares and the Brookfield Class A Shares may be volatile and, following completion of the special dividend, holders of such securities may not be able to resell their securities at or above the implied price at which they acquired such securities pursuant to the special dividend or otherwise due to fluctuations in the market price of such securities, including changes in market price caused by factors unrelated to our company or Brookfield’s operating performance or prospects. Specific factors that may have a significant effect on the market price of the class A exchangeable shares and the Brookfield Class A Shares following the special dividend include:

 

   

changes in stock market analyst recommendations or earnings estimates regarding the class A exchangeable shares or Brookfield Class A Shares, other companies that are comparable to our company or Brookfield Asset Management or are in the industries that they serve;

 

   

with respect to the class A exchangeable shares, changes in the market price of the Brookfield Class A Shares, and vice versa;

 

   

actual or anticipated fluctuations in our company and Brookfield Asset Management’s operating results or future prospects;

 

   

reactions to public announcements by our company and Brookfield Asset Management;

 

   

strategic actions taken by our company or Brookfield Asset Management;

 

   

adverse conditions in the financial market or general U.S. or international economic conditions, including those resulting from war, incidents of terrorism and responses to such events; and

 

   

sales of such securities by our company, Brookfield Asset Management or significant stockholders.

Exchanges of class A exchangeable shares for Brookfield Class A Shares may negatively affect the market price of the Brookfield Class A Shares, and additional issuances of class A exchangeable shares would be dilutive to the Brookfield Class A Shares.

Upon completion of the special dividend, each class A exchangeable share will be exchangeable by the holder thereof for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), subject to certain limitations described under “Description of Our Share Capital — Class A Exchangeable Shares —

 

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Exchange by Holder”. If Brookfield Asset Management elects to deliver Brookfield Class A Shares in satisfaction of any such exchange request, additional Brookfield Class A Shares may be issued from time to time which could have a negative impact on the market price for Brookfield Class A Shares. Additionally, any class A exchangeable shares issued by our company in the future will be exchangeable on the same terms as the class A exchangeable shares distributed in the special dividend, and, accordingly, any future exchanges satisfied by the delivery of Brookfield Class A Shares would dilute the percentage interest of existing holders of the Brookfield Class A Shares and may reduce the market price of the Brookfield Class A Shares.

We or Brookfield Asset Management may issue additional shares in the future, including in lieu of incurring indebtedness, which may dilute shareholders. We or Brookfield Asset Management may also issue securities that have rights and privileges that are more favorable than the rights and privileges accorded to our shareholders.

Subject to the terms of any of our securities then outstanding, we may issue additional securities, including class A exchangeable shares, class B shares, class C shares, Senior Preferred Shares, Junior Preferred Shares, options, rights and warrants for any purpose and for such consideration and on such terms and conditions as our board may determine. Subject to the terms of any of our securities then outstanding, our board will be able to determine the class, designations, preferences, rights, powers and duties of any additional securities, including any rights to share in our profits, losses and dividends, any rights to receive our company’s assets upon our dissolution or liquidation and any redemption, conversion and exchange rights. Subject to the terms of any of our securities then outstanding, our board may use such authority to issue such additional securities, which would dilute holders of such securities, or to issue securities with rights and privileges that are more favorable than those of our class A exchangeable shares.

Similarly, subject to the terms of any preferred shares then outstanding, Brookfield Asset Management may issue additional securities, including shares, preferred shares, options, rights, warrants and appreciation rights relating to Brookfield Asset Management’s securities for any purpose and for such consideration and on such terms and conditions as the board of Brookfield Asset Management may determine. Subject to the terms of any of Brookfield Asset Management’s securities then outstanding, the board of Brookfield Asset Management will be able to determine the class, designations, preferences, rights, powers and duties of any additional securities, including any rights to share in Brookfield Asset Management’s profits, losses and dividends, any rights to receive Brookfield Asset Management’s assets upon its dissolution or liquidation and any redemption, conversion and exchange rights. Subject to the terms of any of the Brookfield Asset Management securities then outstanding, the board of Brookfield Asset Management may use such authority to issue such additional securities, which would dilute holders of such securities, or to issue securities with rights and privileges that are more favorable than those of the Brookfield Class A Shares.

The sale or issuance of a substantial number of our class A exchangeable shares, the Brookfield Class A Shares or other securities of our company or Brookfield Asset Management in the public markets, or the perception that such sales or issuances could occur, could depress the market price of our class A exchangeable shares and impair our ability to raise capital through the sale of additional class A exchangeable shares. We cannot predict the effect that future sales or issuances of our class A exchangeable shares, Brookfield Class A Shares or equity securities would have on the market price of our class A exchangeable shares. Subject to the terms of any of our securities then outstanding, holders of class A exchangeable shares will not have any pre-emptive right or any right to consent to or otherwise approve the issuance of any securities or the terms on which any such securities may be issued.

 

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Our company cannot assure you that it will be able to pay distributions equal to the levels currently paid by Brookfield Asset Management and holders of class A exchangeable shares may not receive distributions equal to the dividends paid on the Brookfield Class A Shares and, accordingly, may not receive the intended economic equivalence of those securities.

The class A exchangeable shares are intended to provide an economic return per class A exchangeable share equivalent to one Brookfield Class A Share (subject to adjustment to reflect certain capital events) and, following the special dividend, it is expected that distributions on our class A exchangeable shares will be paid at the same time and in the same amount as dividends on the Brookfield Class A Shares. However, distributions are at the discretion of our board of directors and unforeseen circumstances (including legal prohibitions) may prevent the same distributions from being paid on each security. The payment of any return of capital distributions will be subject to shareholder approval, which we intend to seek annually but which may not be obtained. In addition, the amount of any return of capital distributions on our class A exchangeable shares approved by shareholders could be less than the amount of the dividends declared by Brookfield Asset Management on the Brookfield Class A Shares in respect of some quarters, including as a result of dividend increases made by Brookfield Asset Management in between our annual shareholder meetings. Accordingly, there can be no assurance that holders of class A exchangeable shares will receive all distributions as a return of capital distribution or that distributions on the class A exchangeable shares will be paid at the same time and in the same amount as dividends on the Brookfield Class A Shares, which may impact the market price of the class A exchangeable shares. Distributions on our class A exchangeable shares may not equal the levels currently paid by Brookfield Asset Management for various reasons, including, but not limited to, the following:

 

   

our company may not have enough unrestricted funds to pay such distributions due to changes in our company’s cash requirements, capital spending plans, cash flow or financial position and may not have availability under the Equity Commitment, credit facility or other sources of funds;

 

   

decisions on whether, when and in which amounts to make any future distributions will be dependent on then-existing conditions, including our company’s financial conditions, earnings, legal requirements, including limitations under Bermuda law, restrictions on our company’s borrowing agreements that limit our ability to pay distributions and other factors we deem relevant; and

 

   

our company may desire to retain cash to improve our credit profile or for other reasons.

Non-U.S. shareholders will be subject to foreign currency risk associated with our company’s distributions.

A significant number of our shareholders will reside in countries where the U.S. dollar is not the functional currency. Our distributions are denominated in U.S. dollars but are settled in the local currency of the shareholder receiving the distribution. For each non-U.S. shareholder, the value received in the local currency from the distribution will be determined based on the exchange rate between the U.S. dollar and the applicable local currency at the time of payment. As such, if the U.S. dollar depreciates significantly against the local currency of the non-U.S. shareholder, the value received by such shareholder in its local currency will be adversely affected.

Canadian and U.S. investors in our class A exchangeable shares may find it difficult or impossible to enforce service of process and enforcement of judgments against us, our board and our executive officers.

We are established under the laws of Bermuda, and certain of our subsidiaries are organized in jurisdictions outside of the United States. In addition, our executive officers and the experts identified in this prospectus are located outside of Canada and the United States. All of our directors and officers reside outside of the United States. All of our assets are, and the assets of our directors and officers and the experts identified in this prospectus may be, located outside of Canada and the United States. It may not be possible for investors to effect service of process within Canada and the United States upon our directors and officers or the experts identified in this prospectus. It may also not be possible to enforce against us, the experts identified in this prospectus, or our directors and officers, judgments obtained in Canadian courts or U.S. courts predicated upon the civil liability provisions of applicable securities law in the United States.

 

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Bermuda law differs from the laws in effect in Canada and may afford protection to shareholders that differs from the protection offered under Canadian law.

As a Bermuda company, we are governed by the Bermuda Act. Bermuda corporate law differs in some material respects from laws generally applicable to Canadian corporations, including the provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors. Under Bermuda law, the duties of directors and officers of a company are generally owed to the company only. Officers of a Bermuda company must, in exercising their powers and performing their duties, act honestly and in good faith with a view to the best interests of the company and must exercise the care and skill that a reasonably prudent person would exercise in comparable circumstances. Shareholders of Bermuda companies do not generally have rights to take action against directors or officers of the company and may only do so in limited circumstances. See “Comparison of the OBCA and the Bermuda Act”.

Our bye-laws to be in effect upon completion of the special dividend designate specific courts in Bermuda as the exclusive forum for certain litigation that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a desired judicial forum for disputes with us.

Pursuant to our bye-laws to be in effect upon completion of the special dividend, unless we consent in writing to the selection of an alternative forum (and our company will always provide such consent with respect to the Superior Court of Justice of the Province of Ontario, Canada and appellate Courts thereof), the Supreme Court of Bermuda shall, to the fullest extent permitted by law, be the sole and exclusive forum for any dispute that arises concerning the Bermuda Act or out of or in connection with our bye-laws, including any question regarding the existence and scope of our bye-laws and/or whether there has been any breach of the Bermuda Act or our bye-laws by an officer or director (whether or not such a claim is brought in the name of a shareholder or in the name of our company, which we refer to as the Bermuda Forum Provision.) The Bermuda Forum Provision will not apply to any causes of action arising under the U.S. Securities Act or the U.S. Exchange Act. In addition, our bye-laws to be in effect upon completion of the special dividend further provide that unless we consent in writing to the selection of an alternative forum, the federal courts of the United States shall be the sole and exclusive forum for resolving any complaint filed in the United States asserting a cause of action arising under the U.S. Securities Act, which we refer to as the U.S. Federal Forum Provision. In addition, our bye-laws to be in effect after completion of the special dividend provide that any person or entity purchasing or otherwise acquiring any interest in our class A exchangeable shares is deemed to have notice of and consented to the Bermuda Forum Provision and the U.S. Federal Forum Provision; provided, however, that shareholders cannot and will not be deemed to have waived our compliance with the U.S. federal securities laws and the rules and regulations thereunder.

The Bermuda Forum Provision and the U.S. Federal Forum Provision in our bye-laws to be in effect after completion of the special dividend may impose additional litigation costs on shareholders in pursuing any such claims. Additionally, the forum selection clauses in our bye-laws to be in effect after completion of the special dividend may limit our shareholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers or employees, which may discourage the filing of lawsuits against us and our directors, officers and employees, even though an action, if successful, might benefit our shareholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the U.S. Securities Act be brought in federal court are “facially valid” under Delaware law, there is uncertainty as to whether other courts, including courts in Bermuda and other courts within the U.S. and Canada, will enforce our U.S. Federal Forum Provision. If the U.S. Federal Forum Provision is found to be unenforceable, we may incur additional costs associated with resolving such matters. The U.S. Federal Forum Provision may also impose additional litigation costs on shareholders who assert that the provision is not enforceable or invalid. The Supreme Court of Bermuda and the federal courts in the United States may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to us than our shareholders.

 

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Risks Relating to Our Operating Subsidiaries and Industry

The reinsurance arrangement with AEL is expected to account for a substantial portion of our business, and is contingent on the finalization and execution of the reinsurance agreements between the parties.

We expect to enter into an arrangement with AEL to reinsure up to $10 billion in primarily fixed index annuity liabilities of AEL, including an initial $5 billion of existing liabilities and up to an incremental $5 billion of future AEL business when written. This reinsurance arrangement, which is expected to account for a substantial portion of our business, is contingent on the finalization and execution of the definitive reinsurance treaty, expected to be signed and closed in the first half of 2021. There can be no assurance that the AEL transaction will close when expected or at all, that AEL will underwrite an incremental $5 billion of business for us to reinsure or that the reinsurance arrangement will result in the expected benefits to our company. If we enter into the reinsurance arrangement with AEL on the expected terms, we will derive a significant portion of our revenue from the business reinsured from AEL. In the event that AEL fails to underwrite the incremental business for us to reinsure, our expectations regarding future cash flows, operating results, financial condition and growth strategy would be materially and adversely affected.

We expect to hold a significant equity interest in AEL Holdings, the value of which could decline due to factors outside of our control, and we will be subject to restrictions on transfer of such AEL Holdings common shares under the terms of the AEL Investment Agreement.

Prior to completion of the special dividend, Brookfield intends to sell 9,106,042 common shares of AEL Holdings currently held by a subsidiary of Brookfield Asset Management to us along with the right under the AEL Investment Agreement to acquire additional common shares of AEL Holdings representing, inclusive of the 9,106,042 common shares, up to 19.9% (but no less than 15.0%) of the issued and outstanding common shares of AEL Holdings. Our right to acquire the additional equity interest in AEL Holdings will be subject to execution of the AEL Reinsurance Treaty, regulatory approval and other closing conditions, the satisfaction of which cannot be assured. See “Our Business — Recent Developments”. The value of our equity investment in AEL Holdings will be subject to all of the risks relating to ownership of equity in AEL Holdings as described in its public disclosure filings, as well as risks relating to the investment in equity securities generally such as market volatility and market disruption, changes in interest and currency exchange rates, equity prices and other economic and business factors beyond our control. Under the terms of the AEL Investment Agreement, until November 30, 2022, we will not be permitted to transfer any of the AEL Holdings shares acquired subject to certain limited exceptions. In addition, until November 30, 2025, we will be subject to customary standstill obligations that restrict us from, among other things, purchasing additional AEL Holdings common shares, selling our AEL Holdings common shares to activists or competitors and taking or supporting certain shareholder actions, subject to certain limited exceptions. As a result of the foregoing restrictions, we may not be permitted to transfer our AEL Holdings common shares and any decline in the value of our AEL Holdings common shares could result in returns that are lower than anticipated or even in the investment being lost completely.

Our company makes assumptions and estimates when assessing reinsurance and insurance risks, and significant deviations, particularly with regards to longevity, could adversely affect our business, financial condition, results of operations, liquidity and cash flows.

Our company makes and relies on certain assumptions and estimates in order to make decisions regarding pricing, target returns, reserve levels and other factors affecting our business operations. Our underwriting results depend upon the extent to which our actual claims experience and benefit payments on our reinsurance contracts are consistent with the assumptions we use in setting prices and establishing liabilities for such contracts. Such amounts are established based on actuarial estimates of how much we will need to pay for future benefits and claims based on data and models that include many assumptions and projections, which are inherently uncertain and involve significant judgment, including assumptions as to the levels and/or timing of receipt or payment of premiums, benefits, claims, expenses, interest credits and investment results (including equity and other market returns). If our assumptions and estimates differ significantly from the actual outcomes and results, our business, financial condition, results of operations, liquidity and cash flows may be materially and adversely affected.

 

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If we fail to assess accurately the risks we underwrite or fail to comply with our internal guidelines on underwriting, or if events or circumstances cause our underwriters’ risk assessment to be incorrect, our premiums may prove to be inadequate to cover future benefit payments on our reinsurance contracts based on our actual claims experience. In particular, our company’s pension risk transfer and annuity-based products expose our company to longevity risks. Longevity risk is the risk that the length of time we pay pension or annuity benefits may exceed that which we assumed in pricing our reinsurance contracts. The assessment of longevity risks is a key determinant of the pricing of a reinsurance treaty. Longevity products, including pension risk transfer and other annuity-based products, may experience adverse impacts due to higher-than-expected mortality improvement. In addition, there may be instances in which the proportion of policyholders who are married is higher than predicted. Longevity experience which is less favorable than the rates that we used in pricing a reinsurance agreement may cause our net income to be less than otherwise expected because the premiums we receive for the risks we assume may not be sufficient to cover the claims and profit margin.

We regularly review our reserves and associated assumptions as part of our ongoing assessment of our business performance and risks. If we conclude that our reserves are insufficient to cover actual or expected policy and contract benefits and claim payments as a result of changes in experience, assumptions or otherwise, we may update the assumptions used to calculate reserves for in-force business, which could result in additional assets needed to meet the higher expected annuity claims or earlier expected life claims. An increase in reserves due to revised assumptions would have an immediate impact on our results of operations and financial condition; however, economically the impact is generally long term as the excess outflow is paid over time.

We use a variety of strategies to manage longevity risks, including the use of reinsurance and derivative instruments. These strategies, however, may not be fully effective and may lead to payments to counterparties in excess of recoveries depending on how actual longevity experience emerges. Moreover, advances in technology, including predictive medical technology that enables consumers to select products better matched to their individual longevity risk profile and other medical breakthroughs that extend lives, could cause our future experience to deviate significantly from our actuarial assumptions, which could adversely impact the level of reserves and profitability.

Our company often relies on the policies, procedures and expertise of the ceding companies making the original underwriting decisions. Similar to the practice of other insurers, our company does not separately evaluate each of the individual risks assumed under reinsurance treaties or each claim incurred. Accordingly, our company is dependent on the information provided by the ceding companies (or their third-party administrators), and there can be no assurance that such ceding companies have adequately evaluated the risks to be reinsured. We may rely on the ceding companies to whom we provide reinsurance, or any third-party administrators with whom they contract, to provide policy administration and policyholder services and to provide timely and accurate financial and operating information to us. We cannot assure you that erroneous information we receive will be identified and resolved such that the information is included without error, which may impact our business and servicing quality and could have a material adverse effect on our business, financial condition and results of operations.

Our growth strategy includes reinsurance of insurance obligations written by unaffiliated insurance companies and our ability to consummate these transactions on terms acceptable to us is uncertain. Even if we execute transactions on terms acceptable to us, the ability to realize the anticipated financial benefits from reinsurance transactions is uncertain.

We routinely review potential block reinsurance transactions to grow our business, some of which may be material, and at any given time, we may be in discussions with one or more clients. There can be no assurance that any such discussions will lead to definitive agreements, or if such agreements are reached, that any transactions will be consummated. To the extent we are unable to consummate suitable reinsurance transaction opportunities on terms acceptable to us, our future growth may be negatively impacted.

 

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There is increasing competition in the reinsurance market, which may make it more difficult to identify transactions with terms that are commercially acceptable to us based on our objectives and analyses. Moreover, the NAIC is considering insurance business transfer laws that permit insurers to transfer blocks of business to other insurers by operation of law. Such transfers could become a viable alternative structure to block reinsurance transactions we intend to target and consequently may materially and adversely impact our ability to identify and enter into new block reinsurance transactions.

If we reinsure a block of business, there can be no assurance that the transaction will achieve the results expected at the time of the block’s acquisition. The terms we negotiate will be determined based on qualitative and quantitative factors, including our estimates and assumptions at such time. These transactions expose us to the risk that actual results materially differ from those estimates. Factors that can cause our actual experience to vary from our estimates and assumptions include, but are not limited to, macroeconomic, asset performance, business growth, demographic, policyholder behavior, regulatory and political conditions. In addition, we face risks associated with managing reinsured blocks, such as maintaining adequate personnel and operational systems to manage such blocks. If, in connection with a reinsurance transaction, we convert a reinsured block of business to a new system, there could be disruption of servicing for policyholders. As a result of such disruption, we may experience customer complaints, regulatory intervention, or other adverse impacts. As a result of the foregoing, we may realize materially less than the anticipated financial benefits from reinsurance transactions, or our reinsurance transactions may be unprofitable or result in losses.

With respect to future reinsurance transactions, there can be no assurance that we will have sufficient capital available, or to the extent we do have sufficient capital, that it will be available in the necessary entities, to continue growing this part of our business. In order to enter into reinsurance arrangements through our licensed operating subsidiaries, we need sufficient capital to be held by these entities. Our ability to move capital to these entities without adverse consequence may be limited by regulatory restrictions on dividends from our other subsidiaries, restrictions on intercompany transactions more generally, tax consequences or other considerations.

Brookfield Asset Management will provide our company with the Equity Commitment in the amount of $2 billion to fund future growth, which we may draw on from time to time, and a revolving credit facility in the amount of $200 million for working capital purposes. Our company may also establish credit facilities with one or more financial institutions on an arm’s length basis. To the extent our operations do not generate sufficient operating cash flow to fund working capital, we intend to use the liquidity provided by the Equity Commitment and any credit facilities (including under the Credit Agreement) for working capital purposes and to fund distributions, and we may use the proceeds from the Equity Commitment to fund growth capital investments and acquisitions.

If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks or reduce the level of our underwriting commitments.

As part of our overall risk and capacity management strategy, we may choose to purchase reinsurance for certain amounts of risk underwritten within our pension risk transfer business. We may also look to retrocede certain amounts of risk we assume under our reinsurance agreements. Market conditions beyond our control determine the availability and cost of the reinsurance protection we seek to purchase, which may affect the level of our business and profitability. The premium rates and other fees that we charge are based, in part, on the assumption that reinsurance will be available at a certain cost. Accordingly, we may be forced to incur additional expenses for reinsurance, which could adversely affect our ability to write future business. In addition, we may be unable to obtain reinsurance on terms acceptable to us relating to certain lines of business that we intend to begin underwriting.

 

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We could suffer losses if our investment strategy is unsuccessful.

The success of our investment strategy is central to the success of our business, and there can be no guarantee that we will be able to achieve any particular return for our investment portfolio in the future. In particular, we structure our investments to take into account and appropriately match our anticipated liabilities under our reinsurance contracts. We have entered into the Investment Management Agreements with Brookfield and, while we will establish the terms of the mandates and establish investment guidelines, Brookfield will have discretion over how investments are made and will manage our investments covered by those agreements. Our reliance on Brookfield as an investment manager, including under the Investment Management Agreements, is expected to result in us, among other things, investing in or alongside vehicles, consortiums and/or partnerships (including private funds, joint ventures and similar arrangements, which we refer to collectively as Brookfield Accounts) managed by Brookfield and/or related parties, as well as in securities issued by portfolio companies and assets of Brookfield Accounts. In addition, under the Support Agreement our company has agreed that, for so long as the Support Agreement is in place, subject to applicable regulatory approval and to approval by their respective board of directors, our operating businesses are expected to, from time to time, appoint Brookfield as investment manager and will not appoint any other person to provide any investment management services without the prior consent of Brookfield. If our investments underperform or if they are not adequately structured to match our liabilities, we may be forced to liquidate investments prior to maturity at a significant loss or we may be forced to reinvest cash flows from our investments at a potentially lower yield than anticipated. Additionally, a portion of our investment portfolio is considered less liquid and may be more difficult to value. As a result, we may fail to properly value, and may not be able to realize our full carrying value in, such instruments.

The success of any investment activity is affected by general economic conditions. General economic conditions may materially and adversely affect the markets for corporate debt securities and structured securities such as residential or commercial mortgage-backed or other asset backed securities. Unexpected volatility or illiquidity in the markets in which we directly or indirectly hold positions could materially and adversely affect us.

Before making investments, Brookfield will undertake a due diligence process. However, the due diligence investigation may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating the investment opportunity, and, as a result, our results of operations, financial condition and cash flows may be materially and adversely affected.

Changes in interest rates and credit spreads, which are out of our control, can materially and adversely affect our financial condition and results of operations.

In a low interest rate environment, we may be forced to reinvest proceeds from investments that have matured or have been prepaid or sold at lower yields, which will reduce our “net investment spread” or the difference between the amounts that we are required to pay under the contracts in our general account and the rate of return we earn on general account investments intended to support the obligations under such contracts. A decline in market interest rates or credit spreads could have an adverse effect on our investment income as we invest cash in new investments that may earn less than the portfolio’s average yield. Furthermore, a low-interest rate environment with reduced investment market returns could encourage alternative capital providers to enter the insurance market in order to achieve higher returns. This could have the effect of increasing the level of competition in the insurance market and applying pressure on premiums, which could affect the gross written premium that we are able to generate.

Fluctuations in credit spreads can also contribute to the industry’s cyclicality and may materially and adversely affect our investment performance including investment income or cause realized and unrealized losses. We are subject to risks associated with potential declines in credit quality related to specific issuers or specific industries and a general weakening in the economy, which are typically reflected through credit spreads. Our exposure to credit spreads primarily relates to market price volatility and investment risk associated with the

 

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fluctuation in credit spreads. Credit spreads increase or decrease in response to the market’s perception of risk and liquidity of a specific issuer or specific sector and are influenced by the credit ratings, and the reliability of those ratings, published by external rating agencies. Widening credit spreads may cause unrealized losses in our investment portfolio and increase losses associated with written credit protection derivatives used in replication transactions. Increases in credit spreads of issuers due to credit deterioration may result in higher levels of impairments. Tightening credit spreads may reduce our investment income and cause an increase in the reported value of certain liabilities that are valued using a discount rate that reflects our own credit spread.

One key factor that contributes to the cyclicality in insurers’ underwriting results are interest rate movements. In a high-interest rate environment, increased investment returns may reduce insurers’ required contribution from underwriting performance to achieve an attractive overall return. This may result in a less-disciplined approach to underwriting in the market generally as some underwriters could be inclined to offer lower premium rates to generate more business. An increase in market interest rates or credit spreads could also have an adverse effect on the value of our investment portfolio by decreasing the fair values of the fixed income securities in our investment portfolio. Further, an increase in market interest rates could reduce the value of certain of our alternative investments held as collateral under reinsurance agreements and require us to provide additional collateral, thereby reducing our available capital and potentially creating a need for additional capital which may not be available to us on favorable terms, or at all.

Our valuation of securities and investments and the determination of the amount of allowances and impairments taken on our investments are subjective and, if changed, could materially and adversely affect our results of operations or financial condition.

During periods of market disruption, including periods of significantly rising or high interest rates, rapidly widening credit spreads or illiquidity, it may be difficult to value certain of our securities, including fixed maturity and equity securities as well as short-term investments that are reported at estimated fair value, if trading becomes less frequent and/or market data becomes less observable. In addition, in times of financial market disruption, the valuation process for certain asset classes that were in active markets with observable valuations may include inputs that are less observable and require more subjectivity and management judgment. Valuations may result in estimated fair values which vary significantly from the amount at which the investments may ultimately be sold. Further, rapidly changing and unprecedented credit and equity market conditions could materially impact the valuation of securities as reported within our consolidated financial statements and the period to period changes in estimated fair value could vary significantly. Decreases in the estimated fair value of securities we hold may have a material adverse effect on our financial condition.

The determination of the amount of allowances and impairments varies by investment-type and is based upon our periodic evaluation and assessment of known and inherent risks associated with the respective asset class. However, historical trends may not be indicative of future impairments or allowances and any such future impairments or allowances could have a materially adverse effect on our earnings and financial position.

We have a risk management framework in place to identify, assess and prioritize risks, including the market and credit risks to which our investments are subject. As part of that framework, we test our investment portfolio based on various market scenarios. Under certain stressed market scenarios, unrealized losses on our investment portfolio could lead to material reductions in its carrying value. Under some extreme scenarios, total shareholders’ equity could be negative for the period of time prior to any potential market recovery.

Our investment portfolio may be subject to concentration risk.

Concentration risk arises from exposure to significant asset defaults of a single issuer, industry or class of securities, based on economic conditions, geography or as a result of adverse regulatory or court decisions. When an investor’s assets are concentrated and that particular asset or class of assets experiences significant defaults, the default of such assets could threaten the investor’s financial condition, results of operations and cash flows.

 

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A number of our company’s assets are illiquid, and our company may be required to dispose of such assets if there is significant amount of unanticipated withdrawal or lapse activity.

Our company strives to maintain a sufficient level of liquidity to support the risk of withdrawal or lapse activity under reinsurance treaties. However, our company may hold illiquid assets, or our liquid assets may experience reduced liquidity during periods of market volatility or disruption, and if there were a significant amount of unanticipated withdrawal or lapse activity, our company may be required to dispose of such assets on unfavorable terms. For example, reinsurance agreements may provide for recapture rights on the part of the ceding company and may require that we hold or provide collateral to support performance of our reinsurance commitments. We may be forced to sell investments as a result of a lapse or surrender of all or some of the policies underlying reinsurance treaties or as a result of the need to hold additional collateral that meets the associated investment guidelines. If we are unable to liquidate assets to offset withdrawal or lapse activity, it could have an adverse effect on our financial position and results of operations, as well as our financial ratios, which could affect compliance with our credit instruments and rating agency capital adequacy measures.

Our investment portfolio may include investments in securities of issuers based outside the U.S., including emerging markets, which may be riskier than securities of U.S. issuers.

We may invest in securities of issuers organized or based outside the U.S. that may involve heightened risks in comparison to the risks of investing in U.S. securities, including unfavorable changes in currency rates and exchange control regulations, reduced and less reliable information about issuers and markets, less stringent accounting standards, illiquidity of securities and markets, higher brokerage commissions, transfer taxes and custody fees, local economic or political instability and greater market risk in general. In particular, investing in securities of issuers located in emerging market countries involves additional risks, such as exposure to economic structures that are generally less diverse and mature than, and to political systems that can be expected to have less stability than, those of developed countries; national policies that restrict investment by foreigners in certain issuers or industries of that country; the absence of legal structures governing foreign investment and private property; an increased risk of foreclosure on collateral located in such countries; a lack of liquidity due to the small size of markets for securities of issuers located in emerging markets; and price volatility.

A rating downgrade or the absence of a rating of any of our operating subsidiaries could adversely affect our existing business and our ability to compete for further business.

Financial strength ratings are an important competitive factor in the insurance and reinsurance industries. Ratings organizations periodically review the financial performance and condition of insurers and reinsurers. Ratings are based on a company’s ability to pay its obligations and are not directed toward the protection of investors. Ratings organizations assign ratings based upon several factors, including historical experience, and while most of these factors relate to the underlying company, some of the factors relate to general economic conditions and circumstances outside the company’s control. Ratings are subject to revision or withdrawal at any time by the assigning ratings organization. Financial strength ratings are directed toward policyholders and not holders of securities, and are not a recommendation to buy, sell or hold securities, and each rating should be evaluated independently of any other rating. There can be no assurance that the financial strength rating assigned to any of our operating subsidiaries will remain in effect for any given period of time or that the rating will not be lowered, withdrawn or revised by the rating agency at any time.

Any downgrade in the financial strength rating of any of our operating subsidiaries could adversely affect our company’s ability to sell products, retain existing business and compete for attractive acquisition opportunities and could result in our company being removed from the approved lists of some customers and may adversely affect the ability of our company to write business to such customers. Some of the reinsurance treaties our company may enter into permit customers to reassume all or a portion of the risk formerly ceded to us due to, among other things, changes in the financial condition or ratings of our operating subsidiaries. Accordingly, we may suffer a loss of business as a result.

 

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In addition, a significant downgrade in a rating of any of our operating subsidiaries or outlook of our operating subsidiaries, among other factors, could adversely affect our ability to raise and then contribute capital to our subsidiaries for the purpose of facilitating or supporting their business or any reinsurance opportunities that may arise and may also increase our cost of capital. Accordingly, a ratings downgrade of any of our operating subsidiaries could adversely affect our ability to conduct business.

There is no assurance that our operating subsidiaries will be able to maintain or obtain a rating.

No assurance can be provided that any action taken by a rating agency would not result in a material adverse effect on the business of our company and/or the results of operations, financial condition, liquidity or prospects of our company. In addition, the impact of a ratings downgrade of any of our operating subsidiaries could have an adverse effect on the market price of the class A exchangeable shares.

If the counterparties to our reinsurance or indemnification arrangements or to the derivatives we use to hedge our business risks default or fail to perform, we may be exposed to risks we had sought to mitigate, which could materially and adversely affect our financial condition and results of operations.

We use reinsurance, indemnification and derivatives to mitigate our risks in various circumstances. In general, reinsurance, indemnification and derivatives do not relieve us of our direct liabilities. Accordingly, we bear credit risk with respect to our counterparties. A counterparty’s insolvency, inability or unwillingness to make payments under the terms of reinsurance agreements, indemnity agreements or derivatives agreements with us or inability or unwillingness to return collateral could have a material adverse effect on our financial condition and results of operations. While we may manage these risks through transaction-related diligence, contract terms, collateral requirements, hedging, and other oversight mechanisms, our efforts may not be successful.

In addition, we use derivatives to hedge various business risks. We enter into a variety of derivatives, including options, forwards, interest rate, credit default and currency swaps with a number of counterparties on a bilateral basis for uncleared OTC derivatives and with clearing brokers and central clearinghouses for OTC-cleared derivatives (OTC derivatives that are cleared and settled through central clearing counterparties). If our counterparties, clearing brokers or central clearinghouses fail or refuse to honor their obligations under these derivatives, our hedges of the related risk will be ineffective. Such failure could have a material adverse effect on our financial condition and results of operations.

The reinsurance and insurance industries are highly competitive; competitive pressures may result in fewer reinsurance contracts underwritten, lower premium rates, increased expense for customer acquisition and retention and less favorable policy terms and conditions.

We operate in highly competitive markets. Customers may evaluate us and our competitors on a number of factors, including capital and perceived financial strength, underwriting capacity, expertise, innovation, local presence, reputation, experience and qualifications of employees, client relationships, geographic scope of business, products and services offered (including ease of doing business over the electronic placement platforms), premiums charged, ratings assigned by independent rating agencies, contract terms and conditions and the speed of claims payment.

We directly compete with a number of well-established players and new entrants in the industries, including reinsurance and insurance companies, financial institutions, and traditional and alternative asset managers. Our competitors vary by offered product line and covered territory. Our competition primarily includes other reinsurance and insurance companies, larger-scale pension plans and asset management firms that provide long duration capital. There are currently six large-scale national institutions who we consider competitors of our pension risk transfer business in Canada, and there is the potential for the entry of global insurers into the Canadian market. These competitors primarily include annuity reinsurance and insurance companies and diversified financial institutions. Some of these competitors have greater financial resources, have established

 

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long term and continuing business relationships throughout the industry, have greater market share, assume a greater level of risk while maintaining financial strength ratings, or have higher financial strength, claims-paying or credit ratings than we do, each of which can be a significant competitive advantage. In addition, the lack of strong barriers to entry into the reinsurance business and the entry of alternative capital markets products and vehicles provide additional sources of reinsurance and insurance capacity and increased competition.

There is increased competition with respect to service quality and ease of use of new business paperwork and processing and ongoing administration services. Poor service quality, including by any third-party administrators, may impact our reputation and relationships and consequently our persistency and renewals.

We compete with new companies that enter the reinsurance and insurance markets, particularly companies with new or “disruptive” technologies or business models. Certain technology companies and other third parties have created, and may in the future create, technology-enabled business models, processes or platforms that may adversely impact our competitive position. New services and technologies can affect the demand for insurance and reinsurance products and services, the premiums payable, the profitability of such products and services and the risks associated with underwriting certain lines of business. In addition, certain capital markets participants have created alternative products that are intended to compete with reinsurance products. Recently, the insurance industry has faced increased competition from new underwriting capacity, such as the investment of significant amounts of capital by pension funds, mutual funds, hedge funds and other sources of alternative capital primarily into the natural catastrophe reinsurance and insurance businesses. The failure of our company to assess new services and technologies that may be applicable or disruptive to the reinsurance and insurance industries may have an adverse effect on our business, financial condition and results of operations.

The nature of the competition we face may be affected by disruption and deterioration in global financial markets and economic downturns, including as a result of the effects of the novel coronavirus global pandemic, as well as by governmental responses thereto. For example, (i) government intervention might result in capital or other support for our competitors, (ii) governments may provide reinsurance and insurance capacity in markets and to consumers that we target or (iii) governments may take actions to reduce interest rates, impacting the value of and returns on fixed income investments. In addition, since numerous aspects of our business are subject to regulation, legislative and other changes affecting the regulatory environment for our business may have, over time, the effect of supporting or burdening some aspects of the financial services industry. This can affect our competitive position within the annuities industry, and within the broader financial services industry.

Because of the highly competitive nature of the insurance industry, there can be no assurance that we will maintain or grow our market share, continue to identify attractive opportunities in either our individual or institutional channels, or that competitive pressure will not have a material adverse effect on our business, results of operations and financial condition.

Consolidation in the reinsurance and insurance industry could adversely impact us.

Participants in the reinsurance and insurance industry, including our competitors, customers and reinsurance and insurance brokers, have been consolidating. There has been a large amount of merger and acquisition activity in the reinsurance and insurance sector in recent years which may continue. We may experience increased competition as a result of that consolidation, with larger entities having enhanced market power. Increased competition could result in fewer submissions, lower premium rates, less favorable policy terms and conditions and greater costs of customer acquisition and retention.

Should the market continue to consolidate, competitors may try to use their enhanced market power to obtain a larger market share through increased line sizes or through price competition. If competitive pressures reduce our prices, this could in turn lead to reduced premiums and a reduction in expected earnings. As the insurance industry consolidates, competition for customers will become more intense and the importance of sourcing and properly servicing each customer will become greater. We could incur greater expenses relating to

 

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customer acquisition and retention, further reducing our operating margins. In addition, insurance companies that merge may be able to spread their risks across a larger capital base so that they require less reinsurance. The number of companies offering reinsurance to competitors may decline. Reinsurance intermediaries could also continue to consolidate, potentially adversely impacting our ability to access and write business. We could also experience more robust competition from larger, better capitalized competitors. As a result of the consolidation in the industry, we may experience rate declines and possibly write less business. Any of the foregoing could adversely affect our business, results of operations, growth and prospects.

Our company’s business relies on the use of technology, and as a result, we may be exposed to cybersecurity attacks.

Our company’s business places significant reliance on information and other technology. This technology includes the computer systems used for information, processing, administrative and commercial operations. The information and embedded systems of key business partners and regulatory agencies are also important to our company’s operations. Our company’s business relies on this technology functioning as intended. The computer systems used by our company’s business may be subject to cybersecurity risks or other breaches of information technology security, noting the increasing frequency and severity of these kinds of incidents.

A breach of our company’s data or cybersecurity measures, the failure of any such computerized system or of the operating equipment used by our company’s business for a significant time period could have a material adverse effect on our company’s business prospects, financial condition, results of operations and cash flow and it may not be possible to recover losses suffered from such incidents under our company’s insurance policies. Although our company is continuing to develop defenses to such attacks, our company can provide no assurance that our company will be successful in preventing or ameliorating damage from such an attack on our company and, as the manner in which cyber-attacks are undertaken has become more sophisticated, there is a risk that the occurrence of cyber-attack may remain undetected for an extended period.

Failure to protect the confidentiality of information, including as the result of a cybersecurity attack, could adversely affect our reputation and have a material adverse effect on our business, financial condition and results of operations.

Many jurisdictions in which we operate have enacted laws to safeguard the privacy and security of personal information. Additionally, various government agencies have established rules protecting the privacy and security of such information. These laws and rules vary greatly by jurisdiction. As described above, our company’s business relies on the use of technology, including to store and safeguard personal information of policyholders. Additionally, some of our employees have access to personal information of policyholders. We rely on internal controls to protect the confidentiality of this information. It is possible that our data could be the subject of a cybersecurity attack or an employee could, intentionally or unintentionally, disclose or misappropriate confidential information. If we fail to protect against the risk of a cyber-attack or maintain adequate internal controls, or if our employees fail to comply with our policies, misappropriation or intentional or unintentional appropriate disclosure or misuse of personal information could occur. Such internal control inadequacies or non-compliance could materially damage our reputation or lead to civil, regulatory or criminal penalties, which, in turn, could have a material adverse effect on our business, financial condition and results of operations. In addition, we may analyze customer data to better manage our business. There has been increased scrutiny from regulatory agencies regarding the use of “big data” techniques. We cannot predict what, if any, actions may be taken with regard to “big data”, but any inquiries could cause reputational harm and any limitations could have a material impact on our business, financial condition and results of operations.

We intend to incur indebtedness which may result in our company being subject to certain covenants that restrict our ability to engage in certain types of activities or to make distributions to our shareholders.

We will enter into credit facilities or may incur other forms of debt, including the Credit Agreement with Brookfield. The Credit Agreement provides that the lender is entitled to consent to any decision made by our

 

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board to approve any action by our company, that constitutes, or could reasonably be expected to constitute, a material change in the nature of our company’s business, including any material change in the leverage profile of our company or any action that results, or could reasonably be expected to result, in a downgrade to any credit rating held by our company or any of its subsidiaries, as applicable. In addition, our credit facilities may contain other covenants applicable to the relevant borrower and events of default. Covenants can relate to matters including limitations on financial indebtedness, distributions, acquisitions, or minimum amounts for interest coverage, adjusted EBITDA, cash flow or net worth. If an event of default occurs, or minimum covenant requirements are not satisfied, this can result in a requirement to immediately repay any drawn amounts or the imposition of other restrictions including a prohibition on the payment of distributions to our shareholders.

All of our company’s operating subsidiaries are subject to general economic and political conditions and risks relating to the markets in which our company operates.

The industries in which our company operates are impacted by political and economic conditions, and in particular, adverse events in financial markets, which may have a profound effect on global or local economies. Some key impacts of general financial market turmoil include contraction in credit markets resulting in a widening of credit spreads, devaluations and enhanced volatility in global equity, commodity and foreign exchange markets and a general lack of market liquidity. A slowdown in the financial markets or other key measures of the global economy or the local economies of the regions in which our company operates, including, but not limited to, employment rates, business conditions, inflation, lack of available credit, the state of the financial markets, interest rates and tax rates may adversely affect our company’s growth and profitability.

The demand for services provided by our company’s operating subsidiaries are, in part, dependent upon and correlated to general economic conditions and economic growth of the regions in which our operating subsidiaries conduct business. Poor economic conditions or lower economic growth in a region or regions may, either directly or indirectly, reduce demand for the services provided by our company.

In addition, our company may be affected by political uncertainties in North America and Western Europe, which may have global repercussions, including in markets where our company currently operates or intends to expand into the future.

All of our company’s operating subsidiaries are subject to changes in government policy and legislation.

Our company’s financial condition and results of operations could also be affected by changes in economic or other government policies or other political or economic developments in each country or region, as well as regulatory changes or administrative practices over which our company has no control such as: the regulatory environment related to our company’s business operations, concession agreements and periodic regulatory resets; interest rates; benchmark interest rate reforms, including changes to the administration of LIBOR; currency fluctuations; exchange controls and restrictions; inflation; tariffs; liquidity of domestic financial and capital markets; policies relating to tax; and other political, social, economic, and environmental developments that may occur in or affect the countries in which our company’s operating subsidiaries are located or conduct business or the countries in which the customers of our company’s operating subsidiaries are located or conduct business or both.

In addition, operating costs can be influenced by a wide range of factors, including the need to comply with the directives of central and local government authorities. It is difficult to predict government policies and what form of laws and regulations will be adopted or how they will be construed by the relevant courts, or the extent to which any changes may adversely affect our company. Any reforms to benchmark interest rates, such as the anticipated change to LIBOR, could create significant risks and challenges for our company and our operating subsidiaries. The discontinuance of, or changes to, benchmark interest rates may require adjustments to agreements to which our company and other market participants are parties, as well as to related systems and processes.

 

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We may require additional capital in the future, which may not be available or may only be available on unfavorable terms, including as a result of increasing barriers to free trade and the free flow of capital and fluctuations in the financial markets.

Our future capital requirements depend on many factors, including regulatory requirements, the nature of any future business we underwrite and the requirement to hold appropriate capital against the liabilities we assume thereunder, the amount of which is determined based on a variety of risks inherent in our transactions including, credit risk, interest rate risk, insurance risk and operational risk, among others. We may need to raise additional funds through financings or curtail our growth and reduce our assets. Any equity or debt financing, if available at all, may be on unfavorable terms. Any disruption in the financial markets may limit our ability to access capital required to operate our business, and we may be forced to delay raising capital or bear a higher cost of capital, which could decrease our profitability and significantly reduce our financial flexibility. For instance, prolonged and severe disruptions in the overall public and private debt and equity markets, such as occurred during 2008, and are occurring in connection with the novel coronavirus global pandemic could result in significant realized and unrealized losses. Public and private debt and equity markets may experience disruption in individual market sectors, such as has occurred in the energy sector. If we cannot obtain adequate capital on favorable terms or at all, our business, results of operations and financial condition could be adversely affected.

In addition, recent political initiatives to restrict free trade and close markets, such as Brexit and the renegotiation and/or potential termination of existing bilateral and multilateral trade arrangements, could adversely affect the reinsurance and insurance industry and our business. The reinsurance and insurance industries are disproportionately impacted by restraints on the free flow of capital and risk because the value they provide depends on the ability to globally diversify risk.

Given ongoing global economic uncertainties, evolving market conditions may affect our results of operations, financial position and capital resources. In the event that there is deterioration or volatility in financial markets or general economic conditions, our results of operations, financial position, capital resources and competitive landscape could be materially and adversely affected.

Our company may suffer a significant loss resulting from fraud, bribery, corruption other illegal acts, inadequate or failed internal processes or systems, or from external events.

Our company may suffer a significant loss resulting from fraud, bribery, corruption, other illegal acts by our company’s employees or those of companies providing services to our company, including Brookfield, inadequate or failed internal processes or systems, or from external events, such as security threats affecting our ability to operate. Both Brookfield and our company operate in different markets and rely on our company’s employees to follow our company’s policies and processes as well as applicable laws in their activities. Risk of illegal acts or failed systems is managed through our company’s infrastructure, controls, systems and people, complemented by a focus on enterprise-wide management of specific operational risks such as fraud, bribery and corruption, as well as personnel and systems risks. Specific programs, policies, standards and methodologies have been developed to support the management of these risks. However, these cannot guarantee that such conduct does not occur and if it does, it can result in direct or indirect financial loss, reputational impact or regulatory consequences.

Public health crises, illness, epidemics or pandemics could adversely impact our business, operating results and financial condition.

A local, regional, national or international outbreak of a contagious disease, such as COVID-19 which has spread across the globe at a rapid pace impacting global commercial activity and travel, may adversely affect trade and global and local economies, and could negatively impact our company.

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. COVID-19 has spread globally, and actions taken in response to COVID-19 by government authorities across

 

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various geographies in which our company operates have interrupted business activities and supply chains; disrupted travel; contributed to significant volatility in the financial markets and lower interest rates; impacted social conditions; and adversely impacted local, regional, national and international economic conditions, as well as the labor market. As a result of the rapid spread of COVID-19, many companies and various governments have imposed restrictions on business activity and travel which may continue and could expand. To date, there have been restrictions on the conduct of business in many jurisdictions and the global movement of people and certain goods. Responses have included mandatory temporary closure of, or imposed limitations on, the operations of certain non-essential properties and businesses including office properties and retail malls and associated businesses which operate within these properties such as retailers and restaurants. In addition, shelter-in-place mandates and severe travel restrictions have had an adverse impact on consumer spending and demand. Governments and central banks around the world have enacted fiscal and monetary stimulus measures to counteract the effects of the COVID-19 pandemic and various other response measures, however, the overall magnitude and long-term effectiveness of these actions remain uncertain.

Our company has implemented a mitigation strategy and taken other precautions in response to the COVID-19 pandemic that are focused on preserving the health and safety of our employees, as well as maintaining business continuity. While we have implemented preventive measures to address the challenges presented by COVID-19, no predictions of specific scenarios can be made with respect to the pandemic, and such measures may not adequately predict the impact on our business from such events.

In particular, increased economic uncertainty generated by the outbreak of COVID-19 could have adverse impacts on economic activity that affects demand for annuities. Such events or conditions could have an adverse effect on sales of new policies. Increased unemployment resulting from the economic impacts of the spread of COVID-19 may also result in policyholders seeking sources of liquidity and withdrawing at rates greater than we previously expected. If policyholder lapse and surrender rates significantly exceed our expectations, it could have a material adverse effect on our business, financial condition, results of operations, liquidity and cash flows.

Given the ongoing and dynamic nature of the circumstances surrounding COVID-19, it is difficult to predict how significant the impact of this coronavirus outbreak, including any responses to it, will be on the global economy, our company or for how long disruptions are likely to continue. The longer-term impacts of the restrictions will depend on future developments, which are highly uncertain, constantly evolving and difficult to predict. These impacts may differ in magnitude depending on a number of scenarios, which we continue to monitor and take into consideration in our decision making as we continue to assess medium to long-term impacts. Our company continues to closely monitor developments related to the pandemic in light of the economic environment.

Additional actions may be taken to contain COVID-19 or treat its impact, such as re-imposing previously lifted measures or putting in place additional restrictions. The pace, availability, distribution and acceptance of effective vaccines could also affect the impact of COVID-19. Such developments, depending on their nature, duration, and intensity, could have a material adverse effect on our company’s financial position, results of operations or cash flows.

In addition, a pandemic affecting our employees or employees of Brookfield Asset Management that provide services to us under the Administration Agreement, the employees of our subsidiaries, reinsurers, if any, or the employees of other companies with which we do business could disrupt our business operations. The effectiveness of external parties, including governmental and non-governmental organizations, in combating the spread and severity of such a pandemic could have a material impact on the adverse effects we experience. These events, which are beyond our control, could cause a material adverse effect on our results of operations in any period and, depending on their severity, could also materially and adversely affect our financial condition.

Turbulence in the financial markets due to the spread of COVID-19 may limit our ability to access the credit or equity markets. Moreover, changes in interest rates, reduced liquidity or a continued slowdown in global

 

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economic conditions may also adversely affect our business, financial condition, results of operations, liquidity or prospects. If we were to decide in the future to raise capital through equity financings, the interest of our shareholders may be diluted, and the securities we issue may have rights, preferences and privileges that are senior to those of our common shares. Further, extreme market volatility may leave us unable to react to market events in a prudent manner consistent with our historical practices in dealing with more orderly markets.

The global spread of COVID-19, or future public health crises, epidemics or pandemics could materially and adversely affect our results of operations and financial condition due to the disruptions to commerce, reduced economic activity and other unforeseen consequences of a pandemic that are beyond our control.

Our company’s business is at risk of becoming involved in disputes and possible litigation.

Our company’s business is at risk of becoming involved in disputes and possible litigation, the extent of which cannot be ascertained. Any material or costly dispute or litigation could adversely affect the current value or future financial performance of our company. In addition, as a result of the actions of the operating subsidiaries, our company could be subject to various legal proceedings. The final outcome of any proceeding could have a negative impact on the business, financial condition or results of operations of our company during a given quarter or financial year.

Our company may be subject to negative publicity in the reinsurance and insurance industry.

From time to time, the participants in the insurance industry have been subject to investigations, litigation and regulatory scrutiny by various insurance, governmental and enforcement authorities concerning certain industry practices. In particular, financial services companies have been the subject of broad industry inquiries by state regulators and attorneys general that do not appear to be company-specific, such as those concerning business practices upon notification of death. We may receive inquiries and informational requests from insurance regulators and other government agencies in the jurisdictions in which our company operates. In addition, consumer advocacy groups or the media may also focus attention on certain insurance industry practices. We cannot predict the effect that investigations, litigation or regulatory activity or negative publicity from consumers or the media will have on the reinsurance and insurance industry or our company. However, press coverage and other public statements that assert some form of wrongdoing, regardless of the factual basis for the assertions being made, could result in inquiry or investigation by regulators, legislators and/or law enforcement officials or in lawsuits. The involvement of our company in any investigations or litigation would cause our company to incur legal costs and can divert the time and effort of senior management, and if our company was found to have violated any laws, we could be required to pay fines and damages, potentially in material amounts. Our company could also be adversely affected by negative publicity and the implementation of any new industry-wide regulations that may result from such publicly, which could increase the regulatory burdens under which our company operates. Adverse publicity can also have a negative effect on our reputation, the morale and performance of employees, and on business retention, which could adversely affect our results of operations.

Risks Relating to Regulation

Our insurance business is highly regulated, and such regulation and any supervisory and enforcement policies, or changes thereto, may materially impact our capitalization or cash flows, reduce our profitability and limit our growth.

The conduct of the reinsurance and insurance business is subject to significant legal and regulatory requirements as well as governmental and quasi-governmental supervision in the various jurisdictions in which we operate. Our pension risk transfer business is currently regulated by OSFI. Our annuities business is currently regulated by CIMA and, subject to obtaining our license in Bermuda, will be regulated by the BMA. This supervision and regulation is generally intended for the benefit of policyholders and creditors rather than shareholders or other investors. Among other things, the insurance laws and regulations applicable to us may:

 

   

require the maintenance of certain solvency levels, including minimum levels of capital and surplus;

 

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require the maintenance of target capital levels, general and long-term business minimum solvency margins, enhanced capital requirements and a minimum liquidity ratio;

 

   

require periodic examinations of our financial condition;

 

   

require offices and representatives in the relevant jurisdiction;

 

   

restrict agreements with large revenue-producing agents;

 

   

require us to obtain licenses or authorizations from regulators;

 

   

regulate transactions, including investments in or transactions with affiliates or related parties (which may include Brookfield) and intra-group guarantees;

 

   

in certain jurisdictions, restrict the payment of dividends or other distributions of capital;

 

   

require the disclosure of financial and other information to regulators, including financial statements, financial conditions reports, and annual capital and solvency returns;

 

   

impose restrictions on the nature, quality and concentration of investments;

 

   

regulate the admissibility of assets and capital;

 

   

provide for involvement in the payment or adjudication of claims beyond the terms of the policies;

 

   

establish certain minimum operational requirements or customer service standards such as the timeliness of finalized policy language or lead time for notice of non-renewal or changes in terms and conditions; and

 

   

allow for the performance of certain periodic examinations of its financial condition.

The impact of these regulations, including, in particular the restrictions on investments in affiliates or related parties, may have an adverse effect on our investment portfolio returns. As part of regular, mandated risk assessments, regulators may take steps that have the effect of restricting our business activities, which may in turn have a material impact on our ability to achieve growth objectives and earnings targets. All of our insurance subsidiaries are subject to minimum capital and surplus requirements. Any failure to meet applicable requirements or minimum statutory capital requirements could subject us to examination or corrective action by regulators, including limitations on our writing additional business or engaging in finance activities, supervision, receivership, or liquidation. In addition, each regulated insurance business we operate is subject to a number of restrictions on assets we may hold under relevant regulations and tax rules, and regulators may, as has happened in the past, alter such restrictions, thus potentially affecting our investment policy and any associated projected income or growth return from our investments. In addition, based on our perceived risk profile, regulators may require additional regulatory capital to be held by us (including as part of guidance provided by the regulator to us on a confidential basis), which, among other things, may affect the business we can write and the amount of dividends we are able to pay out.

As a result, in connection with the conduct of our various businesses, we believe it is crucial to establish and maintain good working relationships with the various regulatory authorities having jurisdiction over our businesses. If those relationships and that reputation were to deteriorate, our businesses could be materially and adversely affected. For example, we require various consents and approvals from our regulators, both with respect to transactions we enter into and in the ordinary course of the conduct of our businesses. If we fail to maintain good working relationships with our regulators, it may become more difficult or impossible for us to obtain those consents and approvals, either on a timely basis or at all.

The reinsurance and insurance industries have experienced substantial volatility as a result of investigations, litigation and regulatory activity by various insurance, governmental and enforcement authorities, concerning various practices within the reinsurance and insurance industry. If we or any of our subsidiaries were to be found to be in breach of any existing or new laws or regulations now or in the future, we would be exposed to the risk

 

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of intervention by regulatory authorities, including investigation and surveillance, and judicial or administrative proceedings. In addition, our reputation could suffer and we could be fined, sanctioned or suspended or prohibited from engaging in some or all of our business activities or could be sued by counterparties, as well as forced to devote significant resources to cooperate with regulatory investigations, any of which could have a material adverse effect on our results of operations. These events, if they occur, could affect the competitive market and the way we conduct our business and manage our capital and could result in lower revenues and higher costs.

In addition, rules on defined benefit pension plan funding may negatively impact the likelihood or timing of corporate plan sponsors terminating their plans or engaging in transactions to partially or fully transfer pension obligations to an insurance company. Consequently, such rules could indirectly affect the mix of our business, resulting in fewer pension risk transfers, and could adversely impact our results of operations.

Any future regulatory changes could result in the imposition of significant restrictions on our ability to do business.

Changes to the laws and regulations, and interpretations and enforcement of such laws and regulations, that govern the conduct of our business could adversely affect our operations and profitability. In addition, legislation and other regulatory initiatives taken or which may be taken in response to conditions in the financial markets, global supervision and other factors may lead to additional regulation of the insurance industry in the coming years. Such changes could increase our regulatory and compliance burden, resulting in increased costs, or limit the type, amount or structure of compensation arrangements into which we may enter with certain of our associates, which could negatively impact our ability to compete with other companies in recruiting and retaining key personnel. Changes in regulatory approval processes, rules and other dynamics in the regulatory process could adversely impact our ability to react to such changing conditions. We cannot predict what proposals may be made, what legislation or regulations may be introduced or enacted, or what impact any future legislation or regulations may have on our business, results of operations and financial condition.

A decrease in applicable capital ratios/calculations of our insurance subsidiaries could result in increased scrutiny by insurance regulators and rating agencies and have a material adverse effect on our results of operations and financial condition.

The NAIC has established model regulations that provide minimum capitalization requirements based on RBC formulas for insurance companies. NER SPC, which will predominantly be focused on reinsuring business from insurers domiciled in the U.S., has committed to follow the RBC standards based on guidelines of the NAIC. See “Our Business — Regulatory Framework — Cayman Islands — Capital and Solvency Requirements”.

Similarly, OSFI has established LICAT, which uses a risk-based approach for measuring specified risks and for aggregating the results to calculate the amount of regulatory capital required to support these risks. LICAT measures the capital adequacy of a life insurer using a Total Ratio and a Core Ratio and is one of several indicators used by OSFI to assess a life insurer’s financial condition. Brookfield Annuity has committed to follow these standards based on OSFI’s LICAT guideline. See “Our Business — Regulatory Framework — Canada — Capital Requirements”.

In any particular year, statutory surplus amounts and applicable capital ratios in respect of our insurance subsidiaries, may increase or decrease depending on a variety of factors, including the amount of statutory income or losses generated by the insurance subsidiary (which itself is sensitive to equity market and credit market conditions), the amount of additional capital such insurer must hold to support business growth, changes in equity market levels, the value and credit ratings of certain fixed income and equity securities in its investment portfolio, the value of certain derivative instruments that do not receive hedge accounting and changes in interest rates, as well as changes to the applicable capital formulas and the interpretation of the applicable regulator’s

 

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instructions with respect to capital calculation methodologies. Our financial strength and credit ratings are significantly influenced by statutory surplus amounts and the capital ratios of our insurance subsidiaries. In addition, rating agencies may implement changes to their own internal models, which differ from the prescribed capital models in Canada, the Cayman Islands or Bermuda, as applicable, that have the effect of increasing or decreasing the amount of statutory capital our insurance subsidiaries should hold relative to the rating agencies’ expectations. Under stressed or stagnant capital market conditions and with the aging of existing insurance liabilities, without offsets from new business, the amount of additional statutory reserves that an insurance subsidiary is required to hold may materially increase. This increase in reserves would decrease the statutory surplus available for use in calculating the relevant subsidiary’s required capital ratio(s). To the extent that the capital ratios of any of our insurance subsidiaries are deemed to be insufficient, we may seek to take actions to increase the capitalization of that subsidiary or to reduce the capitalization requirements. If we were unable to accomplish such actions, the rating agencies may view this as a reason for a ratings downgrade. The failure of our insurance subsidiaries to meet their respective capital requirements or any other applicable minimum capital and surplus requirements could subject them or us to further examination or corrective action imposed by insurance regulators, including limitations on the ability to write additional business, supervision by regulators or seizure or liquidation. Any corrective action imposed could have a material adverse effect on our business, results of operations and financial condition. A decline in the capital ratios of any our insurance subsidiaries, whether or not such decline results in a failure to meet the applicable capital requirement, may limit the ability of that subsidiary to make dividends or distributions to us, could result in a loss of new business, or could be a factor in causing ratings agencies to downgrade financial strength ratings, each of which could have a material adverse effect on our business, results of operations and financial condition. Moreover, future revisions to the applicable capital calculations relevant to our insurance subsidiaries could result in a reduction in those capital ratios below certain prescribed levels, and in case of such a reduction we may be required to hold additional capital in the applicable insurance subsidiary.

Regulatory requirements may constrain our company’s ability to complete acquisitions, dispositions and other transactions on desired terms, or at all.

Our company’s acquisitions, dispositions and other transactions may be subject to approval by regulatory authorities in one or more jurisdictions in which we, or our counterparties, operate that are beyond our company’s control and may not be satisfied. In particular, many jurisdictions in which our company seeks to invest (or divest) impose government consent requirements on investments by foreign persons. For example, all Canadian-licensed insurers are required to obtain OSFI approval for acquisitions or dispositions of assets representing more than 10% of total assets in a twelve-month period, and approval of the Minister of Finance (Canada) is required for, among other things, any amalgamation with another insurer or any transfer of a licensee’s operations. All Cayman Islands-licensed insurers are required to obtain the prior approval of CIMA in connection with certain transactions, including any transfer of shares (direct or indirect) totaling more than 10% of the issued share capital of the insurer, any amalgamation with another insurer or transfer of a licensee’s insurance operations. Similarly, Bermuda-licensed insurers are required to give notice to the BMA of their intention to affect a “material change” within the meaning of the Bermuda Insurance Act, which includes many acquisitions.

Consents and approvals may not be obtained, may be obtained subject to conditions which adversely affect anticipated returns, and/or may be delayed and delay or ultimately preclude the completion of acquisitions, dispositions and other transactions. Government policies and attitudes in relation to foreign investment may change, making it more difficult to complete acquisitions, dispositions and other transactions in such jurisdictions. Furthermore, interested stakeholders could take legal steps to prevent transactions from being completed. If all or some of our company’s acquisitions, dispositions and other transactions are unable to be completed on the terms agreed, our company may need to modify or delay or, in some cases, terminate these transactions altogether, the market value of our company’s respective securities may significantly decline, and our company may not be able to achieve the expected benefits of the transactions.

 

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Potential government intervention in the insurance industry and instability in the marketplace for insurance products could hinder our flexibility and negatively affect the business opportunities that may be available to us in the market.

Government intervention in the insurance industry and the possibility of future government intervention have created uncertainty in the reinsurance and insurance markets. Governmental authorities worldwide have become increasingly interested in potential risks posed by the insurance industry as a whole to commercial and financial systems in general, and there could be increased regulatory intervention in the reinsurance and insurance industries in the future.

Government regulators are generally concerned with the protection of policyholders to the exclusion of other constituencies, including shareholders of insurers. While we cannot predict the exact nature, timing or scope of possible governmental initiatives, such proposals could adversely affect our business by, among other things:

 

   

providing reinsurance and insurance capacity in markets and to consumers that we target;

 

   

requiring our participation in industry pools and guaranty associations;

 

   

further regulating the terms of reinsurance and insurance policies; or

 

   

disproportionately benefiting the companies of one country over those of another.

Government intervention has in the recent past taken the form of financial support of certain companies in the reinsurance and insurance industry. Governmental support of individual competitors can lead to increased pricing pressure and a distortion of market dynamics. The insurance industry is also affected by political, judicial and legal developments that may create new and expanded theories of liability, which may result in unexpected claims frequency and severity and delays or cancellations of products and services by insureds, insurers and reinsurers which could adversely affect our business.

Additionally, governments and regulatory bodies may take unpredictable action to ensure continued supply of insurance, particularly where a given event leads to withdrawal of capacity from the market. For example, regulators may seek to force us to offer certain covers to (re)insureds, constrain our flexibility to apply certain terms and conditions or constrain our ability to make changes to the pricing of our contracts. There can be no assurance as to the effect that any such governmental or regulatory actions will have on the financial markets generally or on our competitive position, business and financial condition. See “Risk Factors — Risks Relating to Regulation — Any future regulatory changes could result in the imposition of significant restrictions on our ability to do business”.

The reinsurance and insurance regulatory framework and legislation enacted in Bermuda and the Cayman Islands as to economic substance may affect our operations.

In 2020, Bermuda and the Cayman Islands were each placed on the EU’s “whitelist” of cooperative tax jurisdictions, having delivered on the commitments each jurisdiction made to the EU in 2019 to further enhance their respective regulatory and transparency frameworks. The European Commission has proposed sanctions against non-cooperative tax jurisdictions, including restrictions on certain European sovereign wealth funds channeling funds through entities domiciled in non-cooperative jurisdictions. If, in the future, the classification of either jurisdiction changes, so that Bermuda or the Cayman Islands is again included on the EU’s non-cooperative jurisdictions list, the ability of certain European sovereign wealth funds to invest in our business may be limited. In the future, individual E.U. member states may also apply sanctions against non-cooperative jurisdictions. If, in the future, the classification of either jurisdiction changes and Bermuda or the Cayman Islands is again included on the non-cooperative jurisdictions list, and these or other sanctions are implemented, we cannot guarantee that such sanctions will not have a material and adverse impact on our business.

In addition, pursuant to the Bermuda ESA that came into force in December 2018, a registered entity other than an entity which is resident for tax purposes in certain jurisdictions outside Bermuda, which we refer to as a

 

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non-resident entity, that carries on as a business any one or more of the “relevant activities” referred to in the Bermuda ESA must comply with economic substance requirements. The “relevant activities” are carrying on any one or more of the following activities: banking, insurance, fund management, financing and leasing, headquarters, shipping, distribution and service center, intellectual property and holding entity.

Likewise, pursuant to the Cayman ESA that came into force on January 1, 2019, a “relevant entity” that carries on any one or more of the “relevant activities” referred to in the Cayman ESA must comply with economic substance requirements. Cayman Islands “relevant activities” include: banking business, distribution and service centre business, financing and leasing business, fund management business, headquarters business, holding company business, insurance business, intellectual property business and shipping business.

In each jurisdiction, an in-scope entity which is engaged in any of the “relevant activities” must satisfy an economic substance test, by performing core income-generating activities in the jurisdiction, being directed and managed in an appropriate manner in the jurisdiction and, having within the jurisdiction (i) an adequate amount of operating expenditure, (ii) adequate physical presence (including a place of business or under the Cayman ESA plant, property and equipment) and (iii) an adequate number of qualified full-time employees or other personnel.

The Bermuda ESA and the Cayman ESA could affect the manner in which we operate our business, which could adversely affect our business, financial condition and results of operations. Non-compliance with the Bermuda ESA or the Cayman ESA could result in significant financial penalties and other sanctions.

NER Ltd. has not yet received a license to commence reinsurance operations, which will prevent NER Ltd. from operating until such license is received.

We are in the process of registering NER Ltd. as a Class E insurer with the BMA pursuant to the Bermuda Insurance Act in order to commence reinsurance operations. If receipt of the license is delayed or the application is denied, NER Ltd. will not be able to commence operations when anticipated or at all, which would have a significant and material adverse effect on our business, financial condition and results of operations.

Both NER Ltd. and NER SPC expect to have employees in Bermuda and the Cayman Islands, as the case may be, to run their reinsurance businesses in those jurisdictions but may not be able to obtain the required work permits under Bermuda and/or Cayman Islands law.

Both NER Ltd. and NER SPC expect to have full time employees based in Bermuda and the Cayman Islands, as the case may be, to run their respective reinsurance businesses in those jurisdictions. Under Bermuda law, non-Bermudians (other than spouses of Bermudians and holders of permanent residents’ certificates) generally may not engage in any gainful occupation in Bermuda without a valid government work permit (with certain exceptions). The position is substantially the same in the Cayman Islands. A Bermuda work permit is generally granted or renewed upon showing that, after proper public advertisement, no Bermudian, spouse of a Bermudian, or holder of a permanent resident’s certificate who meets the minimum standards reasonably required by the employer has applied for the job. The position is substantially the same in the Cayman Islands. Bermuda work permit terms that are available for request range from three months to five years. Should NER Ltd. or NER SPC, as the case may be, at any point, not be able to recruit suitable Bermudian or Caymanian, as the case may be, employees, or obtain work permits for prospective non-Bermudian or non-Cayman Islands employees, NER Ltd. and/or NER SPC may not be able to use their services, which could have a material adverse effect on our business, financial condition and results of operations.

 

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Risks Relating to Our Relationship with Brookfield

Individuals who are members of the Partnership and also executives of Brookfield Asset Management will exercise influence over our company, and will have a veto over any decisions requiring shareholder approval.

Upon completion of the special dividend, the BAM Re Class B Partners, who have been designated by the Partnership, will hold as a group all of our outstanding class B shares and will hold individually (but not as a group) approximately         % of our outstanding class A exchangeable shares. As the sole holder of the class B shares, the BAM Re Class B Partners will be entitled to elect one-half of the board of directors of our company and approve all other matters requiring shareholder approval. In addition, pursuant to the Administration Agreement, at our request, Brookfield will provide the services of our Chief Executive Officer and our Chief Investment Officer. As a result, senior executives of Brookfield Asset Management will have oversight and influence over our company, including with respect to decisions relating to our capital structure or undertaking other extraordinary transactions. Given our ownership structure, the rationale for our formation and because each class A exchangeable share will be structured with the intention of providing an economic return equivalent to one Brookfield Class A Share, and given the financial and other support Brookfield is providing to us through the various agreements being entered into in connection with the special dividend, we expect that the interests of our company and Brookfield Asset Management will be strongly aligned. See “Relationship with Brookfield” and “ — Our organizational, ownership and operational management structure could potentially create conflicts of interest. Nevertheless, the interests of the BAM Re Class B Partners could differ from or conflict with the interests of our other shareholders in circumstances that we cannot foresee.

We will depend on Brookfield under the Administration Agreement and the Investment Management Agreements and the departure of some or all of Brookfield’s professionals could prevent us from achieving our objectives.

We will rely on Brookfield with respect to the provision of certain administrative services, as described under “Relationship with Brookfield — The Administration Agreement”. This means that our day-to-day operational matters and management, including the roles of our Chief Executive Officer and Chief Investment Officer, will be dependent, in part, upon Brookfield’s ability to successfully hire, train, supervise, manage and retain its personnel and its ability to maintain its operating systems. The Administration Agreement does not require Brookfield to maintain the employment of any of its professionals or to cause any particular professionals to provide services to us or on our behalf. In addition, the employees of Brookfield that provide services to our company are not required to have as their primary responsibility the administration of our company or to act exclusively for our company. If our company were to lose the services provided by Brookfield, or if Brookfield fails to perform its obligations under the Administration Agreement, we may experience a material adverse impact on our business operations. We may be unable to duplicate the quality and depth of the services available to our company by handling such services internally or by retaining another service provider. Further, if our company were to lose the services provided by Brookfield, we may be forced to commence a search and to hire a new Chief Executive Officer or Chief Investment Officer. Any such process may prove lengthy and expensive and we may not be able to find a suitable replacement for some time due to the intense competition for skilled employees and where such a replacement is found it may be at a higher cost to our company. The inability to find a suitable replacement, or to find a suitable replacement at a comparable cost, could have a material adverse effect on our business operations.

The services provided by Brookfield pursuant to the Administration Agreement are provided on a cost-recovery basis. Therefore, if Brookfield should cease for whatever reason to provide such services, the cost of obtaining substitute services will likely be greater, and this may adversely affect our company’s ability to meet its objectives and execute its strategy which could materially and adversely affect our cash flows, operating results and financial condition and our ability to make distributions to shareholders.

In addition, we will rely on Brookfield as an investment manager under the Investment Management Agreements. Brookfield is not required to maintain the employment of any of its professionals or to cause any particular professionals to provide services to us or on our behalf. In addition, the employees of Brookfield that

 

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provide services to our company are not required to have as their primary responsibility the provision of investment management services to our company or to act exclusively for our company. Brookfield may provide similar services to other companies, including those who compete with us. If our company were to lose the investment management services provided by Brookfield, or if Brookfield fails to perform its obligations under the Investment Management Agreements adequately, we may experience a material adverse impact on our business operations.

Our company has a limited ability to terminate our agreements entered into with Brookfield without Brookfield’s consent.

Our company has a limited ability to terminate our agreements entered into with Brookfield without Brookfield’s consent. For example, our company is not entitled to terminate the Administration Agreement unilaterally unless there is a material breach or default by Brookfield Asset Management or Brookfield Asset Management is insolvent. If Brookfield Asset Management’s performance under its agreements with us does not meet the expectations of our shareholders, or we are unable to terminate agreements restricting how we can conduct our business, the market price of our class A exchangeable shares could suffer. See “Relationship with Brookfield”.

While we will seek to leverage our relationship with Brookfield to access its investment management and asset allocation capabilities, there can be no assurance we will be able to achieve all the advantages we are seeking through such relationship.

In order for our company to execute our vision of being a leading reinsurer of long-duration liabilities and earn attractive risk-adjusted returns within our business, we will seek to leverage our relationship with Brookfield by, among other things, taking advantage of Brookfield’s core attributes as a leading global asset management company (see “Our Business — Strategic Benefits of the Brookfield Relationship” for further information). We will be a party to Investment Management Agreements with Brookfield under which Brookfield will have discretion over how investments are made and we cannot be assured as to how Brookfield will manage our investments. In addition, under the Support Agreement our company has agreed that, for so long as the Support Agreement is in place, subject to applicable regulatory approval and to approval by their respective board of directors, our operating subsidiaries are expected to, from time to time, appoint Brookfield as investment adviser and not appoint any other person to provide any investment management services without the prior consent of Brookfield. In addition, Brookfield Asset Management has agreed that it will, or will cause the appropriate Brookfield entity to, accept such appointment. However, beyond the Investment Management Agreements, Brookfield does not have an agreement to provide our company with access to its investment management and asset allocation capabilities, institutional relationships or any other opportunities. As such, our company cannot be assured that we will be able to successfully derive all of the intended benefits of our relationship with Brookfield, which could have an adverse effect on our financial and operational results and our growth strategy.

Our organizational, ownership and operational management structure could potentially create conflicts of interest.

Our organizational, ownership and operational management structure involves a number of relationships that may give rise to perceived conflicts of interest between our company and our shareholders or Brookfield Accounts in which we invest, on the one hand, and Brookfield and/or other Brookfield Accounts on the other hand. For example, reliance on Brookfield as an investment manager, including under the Investment Management Agreements, is expected to result in us, among other things, investing in or alongside Brookfield Accounts managed by Brookfield and/or related parties, as well as in securities issued by portfolio companies and assets of Brookfield Accounts. In addition, Brookfield’s management of its broader platform, including the activities of and other considerations relating to Brookfield Accounts, could give rise to perceived conflicts considerations relating to allocation of investment opportunities, affiliate and related party transactions between Brookfield and Brookfield Accounts, investments in different parts of the capital structure, Brookfield’s

 

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economic interest in these activities (including via compensation arrangements) and other considerations. However, each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and we therefore expect that the market price of our class A exchangeable shares should be impacted by the market price of the Brookfield Class A Shares and the business performance of Brookfield Asset Management. Following the special dividend, it is expected that distributions on our class A exchangeable shares will be paid at the same time and in the same amount as dividends on the Brookfield Class A Shares to provide holders of our class A exchangeable shares with an economic return equivalent to holders of Brookfield Class A Shares. In addition, immediately upon completion of the special dividend, Brookfield Asset Management will own all of the issued and outstanding class C shares, which are entitled to the residual economic interest in our company after payment in full of the amount due to holders of our class A exchangeable shares and our class B shares (consisting of any declared and unpaid distributions, and the delivery of Brookfield Class A Shares or the cash equivalent on a redemption or liquidation) and subject to the prior rights of holders of our Preferred Shares. Except for the right to approve changes to the terms of the class A exchangeable shares and the Rights Agreement, or except where otherwise required by law, holders of class A exchangeable shares are unlikely to be provided an opportunity to consent to transactions involving Brookfield. However, given our ownership structure, the rationale for our formation and because each class A exchangeable share will be structured with the intention of providing an economic return equivalent to one Brookfield Class A Share, and given the financial and other support Brookfield is providing to us through the various agreements being entered into in connection with the special dividend, we expect that the interests of our company and Brookfield Asset Management will be strongly aligned. See “Relationship with Brookfield”.

Arrangements with Brookfield, which will apply to our company, were negotiated in the context of an affiliated relationship and may contain terms that are less favorable than those which otherwise might have been obtained from unrelated parties.

The terms of certain arrangements with Brookfield that will apply to our company were effectively determined by Brookfield. These terms, including terms relating to the support Brookfield will provide to us, may be less favorable than otherwise might have resulted if the negotiations had involved unrelated parties.

Risks Relating to Taxation

Bermuda Tax Risks

Our company could in the future become subject to income tax in Bermuda.

Under current Bermuda law, there is no income, corporate or profits tax or withholding tax, capital gains tax or capital transfer tax payable by the company. The company has applied for and has obtained from the Minister of Finance under The Exempted Undertaking Tax Protection Act 1966, as amended, an assurance that, in the event that Bermuda enacts legislation imposing tax computed on profits, income, any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance, then the imposition of any such tax shall not be applicable to the company or to any of its operations or its shares, debentures or other obligations, until March 31, 2035. The company could be subject to taxes in Bermuda after that date. This assurance is subject to the proviso that it is not to be construed so as to prevent the application of any tax or duty to such persons as are ordinarily resident in Bermuda or to prevent the application of any tax payable in accordance with the provisions of the Land Tax Act 1967 or otherwise payable in relation to any property leased to the company. The company pays annual Bermuda government fees and annual insurance license fees. In addition, all entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government.

Canadian Tax Risks

The exchange of class A exchangeable shares for Brookfield Class A Shares pursuant to the exercise of the exchange right will result in a disposition of the class A exchangeable shares for Canadian federal income tax purposes.

The exchange of class A exchangeable shares for Brookfield Class A Shares pursuant to the exercise of the exchange right will result in a disposition of the class A exchangeable shares for Canadian federal income tax

 

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purposes. Resident Holders generally will be subject to Canadian federal income tax on any resulting capital gain as further described under “Certain Canadian Federal Income Tax Considerations — Taxation of Holders Resident in Canada”. Non-Resident Holders generally will not be subject to Canadian federal income tax on any resulting capital gain unless the class A exchangeable shares constitute “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder as further described under “Certain Canadian Federal Income Tax Considerations — Taxation of Holders not Resident in Canada”.

Dividends received or deemed to be received by Resident Holders on the class A exchangeable shares will not be subject to the same Canadian federal income tax treatment as taxable dividends received or deemed to be received by Resident Holders from “taxable Canadian corporations”.

Dividends received (or deemed to be received) on the class A exchangeable shares by a Resident Holder who is an individual will be included in computing the Resident Holder’s income and will not be subject to the gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends received from “taxable Canadian corporations” (as defined in the Tax Act).

Dividends received on the class A exchangeable shares by a Resident Holder that is a corporation will be included in computing the corporate Resident Holder’s income and such Resident Holder will not be entitled to the inter-corporate dividend deduction in computing taxable income which generally applies to dividends received from taxable Canadian corporations.

Changes in Canadian federal income tax law might adversely affect our shareholders.

There can be no assurance that Canadian federal income tax laws, the judicial interpretation thereof, or the administrative policies and assessing practices of the CRA will not be changed in a manner that adversely affects our shareholders or Brookfield Asset Management, our company or their affiliates. Any such developments could have a material adverse effect on our shareholders or the business, financial condition, and operating results of Brookfield Asset Management, our company or any of their affiliates.

U.S. Tax Risks

The U.S. federal base erosion and anti-abuse tax may significantly increase our tax liability in the future.

U.S. federal income tax reform legislation signed into law on December 22, 2017, which we refer to as the Tax Cuts and Jobs Act, introduced a number of changes to the U.S. federal tax laws, including a base erosion and anti-abuse tax, which we refer to as the BEAT. The BEAT operates as a minimum tax and generally is calculated as a percentage (10% for certain taxable years before 2026 and 12.5% thereafter) of the “modified taxable income” of an “applicable taxpayer”. Modified taxable income is calculated by adding back to a taxpayer’s regular taxable income the amount of certain “base erosion tax benefits” with respect to certain payments made to non-U.S. affiliates, as well as the “base erosion percentage” of any net operating loss deductions. The BEAT applies only to the extent it exceeds a taxpayer’s regular corporate income tax liability (determined without regard to certain tax credits) and only in years in which the “base erosion percentage” exceeds a specified percentage. If applicable in any given year, the BEAT may significantly increase the tax liability of our U.S. subsidiaries for such year. Although we do not expect our BEAT liability to be material for the current taxable year or for the foreseeable future, no assurance can be provided that we will not structure our future operations or investments in such a manner as to incur a material BEAT liability.

Our company or our non-U.S. subsidiaries may be subject to U.S. federal income taxation in an amount greater than expected, which could have a material adverse effect on our financial condition and operating results.

Our company and certain of its subsidiaries are treated as foreign corporations under the U.S. Internal Revenue Code of 1986, as amended, which we refer to as the Code. Any such non-U.S. subsidiary that is considered to be

 

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engaged in a trade or business in the United States generally will be subject to U.S. federal income taxation on a net basis on its income that is effectively connected with such U.S. trade or business (including a branch profits tax on the portion of its earnings and profits that is attributable to such income, subject to certain adjustments), unless otherwise provided under an applicable income tax treaty. In addition, a non-U.S. subsidiary generally will be subject to U.S. federal income taxation on a gross basis on certain U.S.-source income, as well as a U.S. federal excise tax on certain premiums earned on insurance with respect to U.S. risks that are not effectively connected with a U.S. trade or business, unless otherwise provided under an applicable income tax treaty.

We expect each of our non-U.S. subsidiaries to operate in a manner that will not cause it to be treated as engaged in a trade or business within the United States or, if applicable under an income tax treaty, engaged in a trade or business in the United States through a permanent establishment. However, the enactment of the BEAT (discussed above), the reduction of the U.S. federal income tax rate applicable to corporations under the Tax Cuts and Jobs Act, and other factors may cause some or all of the non-U.S. subsidiaries to conduct business differently. Moreover, there is considerable uncertainty as to when a foreign corporation is engaged in a trade or business within the United States and as to what constitutes a permanent establishment under the applicable tax treaties.

Based on such uncertainty, there can be no assurance that the U.S. Internal Revenue Service, which we refer to as the IRS, will not contend successfully that one or more of our non-U.S. subsidiaries is engaged in a trade or business (or carrying on business through a permanent establishment) in the United States. If one or more of the non-U.S. subsidiaries were treated as engaged in a trade or business (or carrying on business through a permanent establishment) in the United States, then such non-U.S. subsidiaries could be subject to U.S. federal income taxation on the portion of their net income treated as effectively connected with a U.S. trade or business (or their business profits attributable to a U.S. permanent establishment), as well as the U.S. branch profits tax. Any such U.S. federal income taxation could result in substantial tax liabilities and consequently could have a material adverse effect on our business, financial condition, and operating results.

Changes in U.S. tax law might adversely affect us or our shareholders.

The tax treatment of our company and its subsidiaries may be the subject of future U.S. tax legislation. We cannot predict whether any particular proposed legislation will be enacted or, if enacted, what the specific provisions or the effective date of any such legislation would be, or whether it would have any effect on our company or its subsidiaries. No assurance can be provided that future legislative, administrative, or judicial developments will not result in an increase in the amount of U.S. tax payable by our company, its subsidiaries, or shareholders. Any such developments could have a material and adverse effect on shareholders or our business, financial condition, and operating results.

If our company is classified as a passive foreign investment company, U.S. persons who own class A exchangeable shares could be subject to adverse U.S federal income tax consequences.

If our company is classified as a passive foreign investment company for U.S. federal income tax purposes, which we refer to as a PFIC, a U.S. Holder (as defined below) who owns class A exchangeable shares could be subject to adverse tax consequences, including a greater tax liability than might otherwise apply, an interest charge on certain taxes deemed deferred as a result of our company’s non-U.S. status, and additional U.S. tax filing obligations, regardless of the number of class A exchangeable shares owned.

In general, a non-U.S. corporation will be a PFIC during a taxable year if (i) 75% or more of its gross income constitutes passive income or (ii) 50% or more of its assets produce, or are held for the production of, passive income. For these purposes, passive income generally includes interest, dividends, and other investment income. However, under an “active insurance” exception, income is not treated as passive if it is derived in the “active conduct” of an insurance business by a “qualifying insurance corporation”. The IRS recently issued final and proposed regulations providing guidance on various aspects of the PFIC rules, including the active insurance exception. The proposed regulations will not be effective unless and until they are adopted in final form, although taxpayers generally may rely on the proposed regulations before adoption, provided the proposed regulations are applied consistently.

 

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Although we continue to evaluate the implications of the final and proposed regulations for our classification under the PFIC rules, based on the current and expected income, assets, and activities of our company, we do not expect our company to be classified as a PFIC for the current taxable year or for the foreseeable future. However, there is significant uncertainty regarding the application of the recently issued final and proposed regulations. The IRS has requested comments on several aspects of the proposed regulations governing the active conduct of an insurance business, and it is uncertain when the proposed regulations will be made final and whether the provisions of any final or temporary regulations will vary from the proposed regulations. Moreover, the PFIC determination is made annually at the end of each taxable year and depends on a number of factors, some of which are beyond our company’s control, including the value of our company’s assets and the amount and type of its income. Accordingly, there can be no assurance that our company or any of its non-U.S. subsidiaries will not be classified as a PFIC for any taxable year or that the IRS will agree with our company’s belief regarding its PFIC status. U.S. Holders are urged to consult their tax advisers regarding the application of the PFIC rules, including the recently issued final and proposed regulations, with respect to their ownership and disposition of class A exchangeable shares.

If any of our non-U.S. subsidiaries is determined to have related person insurance income, U.S. persons who own class A exchangeable shares may be subject to U.S. federal income taxation on their pro rata share of such income.

If, for U.S. federal income tax purposes, any of our non-U.S. subsidiaries is treated as recognizing “related person insurance income” in a taxable year, which we refer to as RPII, and is also treated for such purposes in such taxable year as a “controlled foreign corporation”, which we refer to as an RPII CFC, then each U.S. person that owns class A exchangeable shares directly or indirectly through non-U.S. entities as of the last day in such taxable year generally must include in gross income its pro rata share of the RPII, determined as if the RPII were distributed proportionately only to all such U.S. persons, regardless of whether that income is distributed (with certain adjustments).

RPII generally is any income of a non-U.S. corporation attributable to insuring or reinsuring risks of a U.S. person that owns (or is treated as owning) stock of such non-U.S. corporation, or risks of a person that is treated as related to such U.S. person for U.S. federal income tax purposes. However, the RPII rules do not apply to income derived from a non-U.S. insurance subsidiary if (i) direct and indirect insureds and persons related to such insureds, whether or not U.S. persons, are treated as owning (directly or indirectly through entities) less than 20% of the voting power and less than 20% of the value of the shares of such non-U.S. insurance subsidiary or (ii) RPII, determined on a gross basis, is less than 20% of the gross insurance income of such non-U.S. insurance subsidiary for the taxable year. Although our company owns interests in non-U.S. insurance subsidiaries, we do not expect any of these non-U.S. insurance subsidiaries to knowingly have entered into reinsurance arrangements where the ultimate risk insured is that of a U.S. person (or a person related to such a U.S. person) that holds class A exchangeable shares. Accordingly, our company generally believes each of these non-U.S. insurance subsidiaries operates in such a manner as to qualify for at least one of the foregoing exceptions to the RPII rules. If an exception applies, U.S. Holders would not be treated as earning RPII. However, because the RPII determination is made annually and depends on a number of factors, some of which are beyond the control of our company and its non-U.S. insurance subsidiaries, there can be no assurance that the above RPII rules will not apply or that the IRS will agree with our company’s conclusions regarding the expected application of the RPII rules.

U.S. persons who sell or otherwise dispose of class A exchangeable shares in a taxable transaction may be required to treat gain as ordinary income for U.S. federal income tax purposes and comply with certain reporting requirements.

In general, if a U.S. person sells or taxably disposes of shares of a non-U.S. corporation that would be taxed under the provisions of the Code applicable to U.S. insurance companies if it were a U.S. corporation, and the non-U.S. corporation is (or would be but for certain exceptions) treated as an RPII CFC, then any gain realized

 

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on the disposition may be recharacterized as a dividend to the extent of the U.S. person’s share of the corporation’s undistributed earnings and profits that were accumulated during the period that the U.S. person owned the shares (possibly whether or not those earnings and profits are attributable to RPII). In addition, the shareholder might be required to comply with certain reporting requirements, regardless of the number of shares owned.

Our company does not directly engage in an insurance or reinsurance business, but it has non-U.S. subsidiaries that do so. Based on the absence of legal authority, there is a strong argument that gain realized upon the disposition of class A exchangeable shares should not be recharacterized as a dividend for U.S. federal income tax purposes under this special rule, because our company is not directly engaged in the insurance business. However, there can be no assurance that the IRS will not successfully assert this tax treatment applies in such circumstances and thus may apply to a U.S. Holder who recognizes taxable gain from the sale or other taxable disposition of class A exchangeable shares. U.S. Holders are urged to consult their tax advisers regarding the application of the foregoing rules to their ownership and disposition of class A exchangeable shares.

U.S. tax-exempt organizations that own class A exchangeable shares may recognize unrelated business taxable income.

A U.S. tax-exempt organization that directly or indirectly owns class A exchangeable shares generally will recognize unrelated business taxable income and be subject to additional U.S. tax filing obligations to the extent such tax-exempt organization is required to take into account any of our RPII pursuant to the rules described above. U.S. tax-exempt organizations are urged to consult their own tax advisers regarding the risk of recognizing unrelated business taxable income as a result of the ownership of class A exchangeable shares.

We may become subject to U.S. withholding tax under FATCA.

The Foreign Account Tax Compliance provisions of the Hiring Incentives to Restore Employment Act of 2010, which we refer to as FATCA, impose a 30% withholding tax on “withholdable payments” made to a “foreign financial institution” or a “non-financial foreign entity”, unless such financial institution or entity satisfies certain information reporting or other requirements. Withholdable payments include certain U.S.-source income, such as interest, dividends, and other passive income. We intend to comply with FATCA, so as to ensure that the 30% withholding tax does not apply to any withholdable payments received by our company or any of our non-U.S. subsidiaries. However, no assurance can be provided in this regard. We may become subject to withholding tax or penalties if we are unable to comply with FATCA.

There is U.S. income tax risk associated with reinsurance between U.S. insurance companies and their non-U.S. affiliates.

If a reinsurance agreement is entered into among related parties, the IRS is permitted to reallocate or recharacterize income, deductions, or certain other items, and to make any other adjustment, to reflect the proper amount, source, or character of the taxable income of each of the parties. If the IRS were to successfully challenge our reinsurance arrangements, then our business, financial condition, and operating results could be adversely affected.

The treatment of the class A exchangeable shares for U.S. federal income tax consequences is uncertain.

The U.S. federal income tax consequences of the special dividend and of the ownership and disposition of class A exchangeable shares will depend, in part, on whether the class A exchangeable shares are, for U.S. federal income tax purposes, treated as stock of our company. No authority directly addresses the U.S. federal income tax treatment of a security with terms similar to the class A exchangeable shares, and therefore the tax treatment of the class A exchangeable shares is uncertain. We will treat the class A exchangeable shares as stock of our company for all U.S. federal income tax purposes, but alternative characterizations are possible. For

 

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example, the IRS or a court might characterize the class A exchangeable shares as Brookfield Class A Shares. Alternatively, the IRS or a court might characterize the class A exchangeable shares and related rights as a derivative financial instrument, with complex and uncertain tax consequences that could be materially different from the consequences described in this prospectus. No assurance can be provided that the IRS or a court will agree with our position that the class A exchangeable shares constitute stock of our company, and the U.S. federal income tax consequences of an alternative characterization of the class A exchangeable shares could be materially adverse to U.S. Holders. Each U.S. Holder is urged to consult a tax adviser regarding the proper treatment of the class A exchangeable shares for U.S. federal income tax purposes.

The exchange of class A exchangeable shares for Brookfield Class A Shares pursuant to the exercise of the exchange right generally will result in the U.S. federal income taxation of any gain realized by a U.S. Holder.

In general, a U.S. Holder will recognize capital gain or loss upon the exchange of class A exchangeable shares for Brookfield Class A Shares pursuant to the exercise of the exchange right equal to the difference between the amount realized upon the exchange and such holder’s adjusted tax basis in the class A exchangeable shares. The amount realized will equal the amount of cash, if any, plus the fair market value of the Brookfield Class A Shares received upon exercise of the exchange right.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information may relate to our company and Brookfield’s outlook and anticipated events or results and may include information regarding the financial position, business strategy, growth strategy, budgets, operations, financial results, taxes, dividends, distributions, plans and objectives of our company. Particularly, information regarding future results, performance, achievements, prospects or opportunities of our company, Brookfield or the Canadian, U.S. or international markets is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”.

Discussions containing forward-looking information may be found, among other places, under “Risk Factors”, “Capitalization”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. The following factors, among others, which are discussed in greater detail in the “Risk Factors” section of this prospectus, could cause our actual results to vary from our forward-looking statements:

 

   

risks relating to the intended structural equivalence of our class A exchangeable shares with Brookfield Class A Shares

 

   

risks relating to our lack of separate operating history and the completion of our growth initiatives

 

   

risks relating to our ability to identify opportunities for growth or our ability to complete transactions as planned or realize the anticipated benefits of our acquisitions or other investments

 

   

risks relating to our company being a holding company

 

   

risks related to our company’s status as a “SEC foreign issuer” under Canadian securities regulations and a “foreign private issuer” and “emerging growth company” under U.S. securities laws

 

   

risks relating to the possibility of our company becoming an investment company under U.S. securities laws

 

   

risks relating to our ability to maintain effective internal controls and changes in IFRS accounting standards

 

   

risks relating to exchanges of our class A exchangeable shares, or upon a liquidation or redemption event, including any effect thereof on the market price of our class A exchangeable shares

 

   

risks relating to the terms and ownership of our share capital and our agreements with Brookfield

 

   

risks relating to the trading price of our class A exchangeable shares relative to Brookfield Class A Shares

 

   

risks relating to the liquidity and de-listing of our class A exchangeable shares

 

   

risks relating to the market price volatility of our class A exchangeable shares and Brookfield Class A Shares

 

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risks relating to additional issuances of class A exchangeable shares and/or Brookfield Class A Shares, or other securities that have rights and privileges that are more favorable than the rights and privileges afforded to our shareholders

 

   

risks relating to our ability to pay distributions equal to the levels currently paid by Brookfield Asset Management

 

   

risks relating to foreign currency exchanges

 

   

risks relating to differing laws in effect in Canada and Bermuda, including service of process, enforcement of judgments, and exclusive forum selection for certain litigation against us

 

   

risks relating to our equity interest in AEL Holdings

 

   

risks relating to our reinsurance arrangements, including with AEL

 

   

risks relating to our assumptions and estimates when assessing reinsurance and insurance risks

 

   

risks relating to our growth strategy, including realizing the anticipated financial benefits from reinsurance transactions

 

   

risks relating to general market conditions in the reinsurance industry (including negative publicity related thereto) and concentration risks in our investment portfolio

 

   

risks relating to our investment strategy

 

   

risks relating to changes in interest rates and credit spreads

 

   

risks relating to the valuation of our securities and investments

 

   

risks relating to the illiquidity of our company’s assets

 

   

risks to relating to a rating downgrade or the absence of a rating of any of our operating subsidiaries

 

   

risks relating to the conduct of our counterparties to our reinsurance or indemnification arrangements or to the derivatives we use to hedge our business risks

 

   

risks relating to the competition and consolidation in the reinsurance and insurance industries

 

   

risks relating to use of technology and cybersecurity attacks, including the failure to protect the confidentiality of information

 

   

risks relating to our current and future indebtedness

 

   

risks relating to general economic, political and market conditions, including changes in government policy and legislation

 

   

risks relating to our capital requirements

 

   

risks relating to loss resulting from fraud, bribery, corruption other illegal acts, inadequate or failed internal processes or systems, or from external events

 

   

risks relating to public health crises, illness, epidemics or pandemics

 

   

risks relating to becoming involved in disputes and possible litigation

 

   

risks relating to the highly regulated nature of our business and any future regulatory changes thereto

 

   

risks relating to applicable capital ratios/calculations of our insurance subsidiaries

 

   

risks relating to changes in regulatory requirements

 

   

risks relating to potential government intervention in the insurance industry and instability in the marketplace for insurance products

 

   

risks relating to economic substance legislation enacted in Bermuda and the Cayman Islands

 

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risks relating to our company’s and/or our subsidiaries’ ability to receive and maintain licenses to commence or continue reinsurance operations

 

   

risks relating to obtaining required work permits for employees in Bermuda and the Cayman Islands

 

   

risks relating to senior executives of Brookfield Asset Management exercising influence over our company

 

   

risks relating to our dependence on Brookfield and its personnel under our arrangements with Brookfield, including the Administration Agreement and the Investment Management Agreements

 

   

risks relating to our arrangements with Brookfield

 

   

risks relating to our ability to terminate our agreements entered into with Brookfield

 

   

risks relating to our ability to leverage our relationship with Brookfield to access its investment management and asset allocation capabilities

 

   

risks relating to our organizational, ownership and operational management structure potentially creating conflicts of interest

 

   

risks relating to Bermuda, Canadian and United States taxation laws

These statements and other forward-looking information are based on opinions, assumptions and estimates made by us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct. Accordingly, readers should not place undue reliance on forward-looking information. We do not undertake to update any forward-looking information contained herein, except as required by applicable securities laws.

 

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THE SPECIAL DIVIDEND

Background to and Purpose of the Special Dividend

Our company was established by Brookfield Asset Management to own and operate a leading reinsurance and insurance business focused on providing capital-based solutions to insurance companies and their stakeholders. Prior to the special dividend, we will acquire our operating subsidiaries that we do not already own and 9,106,042 common shares of AEL Holdings from Brookfield Asset Management. Following completion of the special dividend, through these operating subsidiaries, our business will provide pension risk transfer and other annuity-based reinsurance products, matching long-duration liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. Each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share. We therefore expect that the market price of our class A exchangeable shares should be impacted by the market price of the Brookfield Class A Shares and the business performance of Brookfield Asset Management.

Creating our company and distributing the class A exchangeable shares, which will be structured with the intention of providing an economic return equivalent to one Brookfield Class A Share (subject to adjustment to reflect certain capital events), is intended to achieve the following objectives:

 

   

Establish a publicly-traded company to own and operate a leading reinsurance business focused on providing capital-based solutions to insurance companies and their stakeholders.

 

   

Provide investors with the flexibility to own, through the ownership of a class A exchangeable share, the economic equivalent of a Brookfield Class A Share because of the right to exchange each class A exchangeable share into a Brookfield Class A Share or its cash equivalent, and the expectation that distributions on class A exchangeable shares will be paid at the same time and in the same amount per share as dividends on the Brookfield Class A Shares.

 

   

Provide Canadian and U.S. investors with the opportunity to receive returns of capital instead of taxable dividends, which we believe will attract new investors who will benefit from investing in our business, and provide non-Canadian investors with the ability to receive distributions without the imposition of withholding tax, which we believe will attract new investors who will benefit from investing in our business.

 

   

Provide access to new capital pools through the formation of a new publicly-traded company and the creation of a new reinsurance platform.

Transactions Occurring Prior to the Special Dividend

The following is a summary of the steps expected to occur prior to, and in connection with, the special dividend.

 

TIMING    TRANSACTION

Prior to completion of the special dividend

  

•  Brookfield will sell its 9,106,042 common shares of AEL Holdings to NER SPC along with the right to acquire the remaining equity interest in AEL Holdings, for a total equity investment of up to 19.9% (but not less than 15.0%) in AEL Holdings. For more information, see “— AEL Investment Agreement and Assignment Agreement” below.

 

•  Brookfield Asset Management will fund the purchase price of approximately $                 million for the 9,106,042 AEL Holdings common shares in exchange for the issuance of                  class C shares. The purchase will ultimately be paid by NER SPC to Burgundy, a wholly-owned subsidiary of Brookfield Asset Management and the current holder of the AEL Holdings common shares.

 

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TIMING    TRANSACTION

After the record date and          days prior to the special dividend

  

•  Our company’s share capital will be amended such that it is authorized to issue the share classes as described in “Description of Our Share Capital”, including the class A exchangeable shares, class B shares and class C shares.

 

•  Brookfield Asset Management will exchange the 100 common shares of the company issued to it on incorporation for                  class A exchangeable shares and will subsequently exchange the                  class A exchangeable shares for                  class C shares.

 

•  Brookfield Asset Management will transfer all the shares of BAH to BAM Re Holdings, a subsidiary of our company, for consideration of approximately $                 million. The $                 million will be funded by Brookfield Asset Management by way of a loan to our company that is convertible into class C shares at the option of the holder. Our company will use the $                 million to subscribe for equity of BAM Re Holdings, which cash BAM Re Holdings will use to pay the consideration for the transfer of BAH. Brookfield Asset Management will subsequently convert the loan into                  class C shares.

 

•  Brookfield Asset Management will subscribe for the amount of class A exchangeable shares to be distributed to holders of the Brookfield Class A Shares and the Brookfield Class B Shares in the special dividend for $500 million in cash. Brookfield Asset Management will also provide the company with $25 million in cash for working capital in exchange for                  class C shares. The $525 million in cash received from Brookfield Asset Management will primarily be used to fund our reinsurance business.

 

•  BAM Re Class B Partners, through a voting trust, will subscribe for                  class B shares for $1 million.

 

•  Brookfield Asset Management will fund the purchase price of approximately $                 million for the remaining equity interest in AEL Holdings in exchange for the issuance of class C shares.

 

Immediately following completion of the special dividend, Brookfield Asset Management will not own any class A exchangeable shares or any other voting interests in our company.

 

The fair market value of the businesses to be transferred by Brookfield Asset Management, and the common shares of AEL Holdings, will be determined by Brookfield management using commonly accepted valuation methodologies.

After closing of the special dividend, NER SPC will acquire the remaining equity interest in AEL Holdings, funded by Brookfield Asset Management noted above.

Mechanics of the Special Dividend

Pursuant to the special dividend, holders of Brookfield Class A Shares as of the record date will be entitled to receive one (1) class A exchangeable share for every                 Brookfield Class A Shares held as of the record date, provided that the special dividend will be subject to any applicable withholding tax and no holder will be entitled to receive any fractional interest in the class A exchangeable shares. Each class A exchangeable share

 

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will be structured with the intention of providing an economic return equivalent to one Brookfield Class A Share (subject to adjustment to reflect certain capital events). Each class A exchangeable share will be exchangeable with Brookfield Asset Management at the option of the holder for one Brookfield Class A Share (subject to adjustment to adjustment to reflect certain capital events — see “Description of Our Share Capital — Exchange by Holder — Adjustments to Reflect Certain Capital Events”) or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), subject to certain limitations described under “Description of Our Share Capital — Class A Exchangeable Shares — Exchange by Holder”. Brookfield Asset Management currently intends to satisfy any exchange requests on the class A exchangeable shares through the delivery of Brookfield Class A Shares rather than cash. However, factors that Brookfield Asset Management may consider when determining whether to satisfy any exchange request for cash rather than Brookfield Class A Shares include, without limitation, compliance with applicable securities laws, changes in law, Brookfield Asset Management’s available consolidated liquidity, and any tax consequences to Brookfield Asset Management or to a holder as a result of delivery of Brookfield Class A Shares.

Based on approximately                 million Brookfield Class A Shares that we expect to be outstanding on the record date for the special dividend, Brookfield Asset Management intends to make a special dividend of approximately                  million class A exchangeable shares of our company to holders of Brookfield Class A Shares as of the record date. An additional approximate                 million class A exchangeable shares will be distributed to holders of the Brookfield Class B Shares.

Holders of Brookfield Class A Shares as of the record date will not be required to take any action in connection with the special dividend, and no vote of the holders of Brookfield Class A Shares will be required to approve the special dividend. You are not required to pay for the class A exchangeable shares that you will receive upon the special dividend or tender or surrender your Brookfield Class A Shares or take any other action in connection with the special dividend. If a holder owns Brookfield Class A Shares as of the close of business on the record date, a book-entry account statement reflecting the holder’s ownership of the class A exchangeable shares will be mailed to the holder, or the holder’s brokerage account will be credited for the class A exchangeable shares, on the dividend date. The number of Brookfield Class A Shares that a holder owns will not change as a result of the special dividend.

Participants in Brookfield Asset Management’s distribution reinvestment plan will automatically receive the special dividend of class A exchangeable shares on the same basis as other holders of Brookfield Class A Shares, provided they continue to own such Brookfield Class A Shares on the record date. However, participants should be aware that we do not currently anticipate establishing a similar dividend reinvestment plan for our company, and future distributions paid on class A exchangeable shares will be paid in cash and not reinvested.

The number of Brookfield Class A Shares that you own will not change as a result of the special dividend. The dividend policy of Brookfield Asset Management, and the current quarterly dividend, will be unchanged as a result of the special dividend and following completion of the special dividend, the dividend for each Brookfield Class A Share will be the same as it would have been if the special dividend had not been made. However, if you retain the class A exchangeable shares you receive in the special dividend, you will also receive distributions each quarter paid on the class A exchangeable shares.

The Brookfield Class A Shares will continue to be traded on the NYSE under the symbol “BAM” and on the TSX under the symbol “BAM.A”.

No holder will be entitled to receive any fractional interests in the class A exchangeable shares. Holders who would otherwise be entitled to a fractional class A exchangeable share will receive a cash payment. Brookfield Asset Management will use the volume-weighted average of the trading price of the class A exchangeable shares for the five (5) trading days immediately following the dividend date to determine the value of the class A exchangeable shares for the purpose of calculating the cash payable in lieu of any fractional interests.

 

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Trading of Class A Exchangeable Shares

There is currently no public trading market for our class A exchangeable shares. We have applied to list our class A exchangeable shares on the NYSE and the TSX, under the symbol “BAMR”. We expect that trading of our class A exchangeable shares will commence on the first trading day following the special dividend. We do not plan to have a “when-issued” market for our class A exchangeable shares prior to the special dividend. The listing of our class A exchangeable shares on the NYSE is subject to our company fulfilling all of the requirements of the NYSE and the listing of our class A exchangeable shares on the TSX is subject to our company fulfilling all of the requirements of the TSX.

 

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USE OF PROCEEDS

Neither our company nor Brookfield Asset Management will receive any proceeds from the transactions described in this prospectus.

DISTRIBUTION POLICY

The payment of distributions on our company’s class A exchangeable shares are at the discretion of our board and may be in the form of a dividend or a return of capital distribution or a combination. We currently intend to pay quarterly distributions at least a portion of which are expected to be in the form of a return of capital distribution. Any return of capital distributions require shareholder approval, which we intend to seek annually. Distributions on the class A exchangeable shares are expected to be made quarterly, at the end of March, June, September and December of each year. Each class A exchangeable share has been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share and, following the special dividend, it is expected that distributions on our class A exchangeable shares will be paid at the same time and in the same amount as cash dividends are paid on the Brookfield Class A Shares to provide holders of our class A exchangeable shares with an economic return equivalent to holders of Brookfield Class A Shares. Accordingly, like Brookfield Asset Management, we expect to commence paying distributions on our class A exchangeable shares on             , 2021.

Our company is unlikely to be able to pay quarterly distributions from operating cash flow for some time. Our company will receive $25 million for working capital from Brookfield prior to the dividend date. In addition, Brookfield Asset Management will provide our company with the Equity Commitment in the amount of $2 billion to fund future growth, which we may draw on from time to time, and a revolving credit facility in the amount of $200 million for working capital purposes. Our company may also establish credit facilities with one or more financial institutions on an arm’s length basis. We intend to use the liquidity provided by Brookfield prior to the dividend date, the Equity Commitment and any credit facilities (including under the Credit Agreement) for working capital purposes and to fund distributions, and we may use the proceeds from the Equity Commitment to fund growth capital investments and acquisitions.

The holder of our class C shares will be entitled to receive distributions if, as and when declared or authorized. Our board has adopted a policy that class C share distributions will be paid quarterly in an amount equal to our company’s distributable earnings (as determined by management of our company) after payment of distributions on the class A exchangeable shares, class B shares and any other shares ranking senior to the class C shares and after reasonable provision for any other applicable obligations and commitments.

See “Brookfield Asset Management — Dividend Policy and Dividend History” for further information on Brookfield Asset Management’s dividend policy and Brookfield Asset Management’s dividend history. Future dividends by Brookfield Asset Management will be at the discretion of its board of directors, and distributions on the class A exchangeable shares also will be made at the discretion of our board, and while Brookfield Asset Management expects future dividends to be made in accordance with its dividend policy, there can be no assurance that Brookfield Asset Management or our company will make comparable distributions in the future or at all. See “Risk Factors — Risks Relating to the Class A Exchangeable Shares — Our company cannot assure you that it will be able to pay distributions equal to the levels currently paid by Brookfield Asset Management and holders of class A exchangeable shares may not receive distributions equal to the dividends paid on the Brookfield Class A Shares and, accordingly, may not receive the intended economic equivalence of those securities”.

 

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LISTING OF OUR CLASS A EXCHANGEABLE SHARES AND THE BROOKFIELD CLASS A SHARES

We have applied to list our class A exchangeable shares on the NYSE and the TSX under the symbol “BAMR”. We expect that trading of our class A exchangeable shares will commence on the first trading day following the special dividend. We do not plan to have a “when-issued” market for our class A exchangeable shares prior to the special dividend. The listing of our class A exchangeable shares on the NYSE is subject to our company fulfilling all of the requirements of the NYSE and the listing of our class A exchangeable shares on the TSX is subject to our company fulfilling all of the requirements of the TSX. The NYSE and the TSX have not conditionally approved our listing application and there is no assurance that the NYSE or the TSX will approve the listing application.

The Brookfield Class A Shares are listed for trading under the symbol “BAM.A” on the TSX and “BAM” on the NYSE.

 

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CAPITALIZATION

Capitalization of Our Company

The following table sets forth our cash and capitalization as at December 31, 2020 on an actual basis and on a pro forma basis to give effect to the special dividend and the Transactions as though they had occurred on December 31, 2020.

This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the “Unaudited Pro Forma Financial Statements”, the audited consolidated financial statements of BAH as at December 31, 2020 and December 31, 2019, and the audited statement of financial position of our company as at December 31, 2020, in each case with the accompanying notes thereto, contained elsewhere in this prospectus.

 

US$ THOUSANDS              
As at December 31, 2020    Actual(1)      Pro forma  

Cash and cash equivalents

   $ 35,461      $ 561,462  
  

 

 

    

 

 

 

Liabilities

     

Insurance liabilities

     1,338,730        1,338,730  

Other liabilities

     18,362        22,362  
  

 

 

    

 

 

 

Total liabilities

     1,357,092        1,361,092  

Equity

     

Class A exchangeable shares and class B shares(2)

     —          501,000  

Other common equity(3)

     83,163        723,907  
  

 

 

    

 

 

 

Total equity

     83,163        1,224,907  
  

 

 

    

 

 

 

Total capitalization

   $ 1,440,255      $ 2,585,999  
  

 

 

    

 

 

 

 

(1)

Our company was formed on December 10, 2020. Our financial results as at December 31, 2020 are based on the financial results of BAH as at December 31, 2020, which is our predecessor.

(2)

Brookfield Asset Management will subscribe for approximately                      million class A exchangeable shares for $500 million in cash, which will be used to support our reinsurance business, including to support our risk-based capital requirements in support of the AEL Reinsurance Treaty. On the dividend date, Brookfield Asset Management will distribute all of these class A exchangeable shares to holders of Brookfield Class A Shares and Brookfield Class B Shares.

(3)

Subject to regulatory approval, Brookfield Asset Management will transfer all the shares of BAH to BAM Re Holdings, a subsidiary of our company, in exchange for class C shares. This transfer will be recorded based on Brookfield Asset Management’s book value on the date of contribution, as the transfer of these assets to our company is a transaction between entities under common control. In addition, Brookfield Asset Management will subscribe for additional class C shares for $25 million in cash for working capital.

Capitalization of Brookfield Asset Management

The following table sets forth the consolidated capitalization of Brookfield Asset Management as at December 31, 2020 on an actual basis and on a pro forma basis to give effect to the special dividend and the Transactions as though they had occurred on December 31, 2020. This information should be read in conjunction with Brookfield Asset Management’s audited consolidated financial statements as at and for the years ended December 31, 2020 and 2019 and notes thereto, which are incorporated by reference in this prospectus.

 

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     As at December 31, 2020  
     Actual      Pro forma  
     ($ amounts in millions)  

Corporate borrowings

   $ 9,077      $ 9,077  

Non-recourse borrowings

     

Property-specific mortgages

     128,556        128,556  

Subsidiary borrowings

     10,768        10,768  

Accounts payable and other

     50,682        50,682  

Liabilities associated with assets classified as held for sale

     2,359        2,359  

Deferred tax liabilities

     15,913        15,913  

Subsidiary equity obligations

     3,699        3,699  

Equity

     

Non-controlling interests

     86,804        86,804  

Preferred equity

     4,375        4,375  

Common equity

     31,693        31,193  
  

 

 

    

 

 

 

Total capitalization

   $ 343,926      $ 343,426  
  

 

 

    

 

 

 

PRIOR SALES

On December 14, 2020, our company issued one hundred common shares to Brookfield Asset Management for aggregate consideration of $100 and received a further capital contribution of $900.

 

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CORPORATE STRUCTURE

Our company was formed under the Bermuda Act on December 10, 2020. Our company’s registered and head office is located at 73 Front Street, 5th Floor, Hamilton HM 12 Bermuda. It is currently anticipated that immediately following the special dividend, (i) shareholders of Brookfield Asset Management will hold all of the issued and outstanding class A exchangeable shares of our company, (ii) the BAM Re Class B Partners will own all of our issued and outstanding class B shares and (iii) Brookfield Asset Management will own all of our issued and outstanding class C shares. Brookfield Asset Management will not hold any voting interest in our company. See “Security Ownership”.

Prior to the completion of the special dividend, our company was an indirect subsidiary of Brookfield Asset Management. The following diagram provides an illustration of the simplified corporate structure of our company immediately prior to completion of the special dividend and the related reorganization.

 

 

 

LOGO

 

1 —

Jurisdiction of formation is the Province of Ontario, Canada. All entities depicted are 100% owned directly or indirectly by Brookfield Asset Management.

2 —

Jurisdiction of formation is Bermuda.

3 —

Jurisdiction of formation is Cayman Islands. NER SPC is expected to hold up to a 19.9% equity interest in AEL Holdings. See “Our Business — Recent Developments”.

4 —

Jurisdiction of formation is Canada.

 

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The following diagram provides an illustration of the simplified corporate structure of our company and its principal subsidiaries immediately after completion of the special dividend.

 

 

LOGO

 

1

— Jurisdiction of formation is the Province of Ontario, Canada. Brookfield Asset Management will hold all of our class C shares, giving it the residual economic interest in our company. Immediately upon completion of the special dividend, Brookfield Asset Management will not own any of our class A exchangeable shares and will have no voting interest in our company.

2

— Jurisdiction of formation is Bermuda. All subsidiaries of our company are 100% owned directly or indirectly by our company.

3

— Jurisdiction of formation is Cayman Islands. NER SPC is expected to hold up to a 19.9% equity interest in AEL Holdings. See “Our Business — Recent Developments”.

4

— Holders of our class B shares, all of which are held through a voting trust, are entitled to elect half of our board and approve all other matters requiring shareholder approval. Immediately upon completion of the special dividend, individuals who are the BAM Re Class B Partners will also own, in the aggregate (but not as a group), approximately         % of our class A exchangeable shares. The voting trust will not own any class A exchangeable shares. See “Security Ownership”.

5

— Jurisdiction of formation is Canada.

6

— Immediately following completion of the special dividend, the aggregate economic interest represented by our class A exchangeable shares, class B shares and class C shares is expected to be $         million,

 

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$         million and $         million, respectively. See “Unaudited Pro Forma Financial Statements”. Subject to applicable law and in addition to any other required shareholder approvals, all matters to be approved by shareholders of our company (other than the election of directors), must be approved by both: (i) a majority or, where a higher threshold is specified in our governing documents or under applicable law, the higher percentage of the votes cast by holders of class A exchangeable shares who vote in respect of the resolution and (ii) majority or, where a higher threshold is specified in our governing documents or under applicable law, the higher percentage of the votes cast by holders of class B shares who vote in respect of the resolution. Consequently, all matters requiring shareholder approval must be approved by the holder of the class B shares, whom immediately after the completion of the special dividend will be the BAM Re Class B Partners. In addition, the holders of the class A exchangeable shares will be entitled to elect one-half of our board and the holders of the class B shares will be entitled to elect one-half of our board. The class C shares are non-voting, will have certain consent rights and will have the residual economic interest in the company. See “Description of our Share Capital”.

 

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UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Our company is a newly formed company incorporated under the laws of Bermuda created for the purpose of consolidating our predecessor entities (defined below) and facilitating the special dividend by Brookfield Asset Management of our class A exchangeable shares. These unaudited consolidated pro forma financial statements of our company, or the Unaudited Pro Forma Financial Statements, have been prepared in connection with the special dividend.

As part of the special dividend, it is anticipated that our wholly-owned subsidiary, BAM Re Holdings Ltd., will acquire Brookfield Annuity Holdings Inc., which we refer to as BAH, and its wholly owned subsidiaries, Brookfield Annuity, NER Ltd. and NER SPC, through a series of transactions, which we refer to as the Transactions. Our company, Brookfield Annuity and BAH are indirect wholly-owned subsidiaries of Brookfield Asset Management and therefore the Transactions are common control transactions recorded at historical carrying values. BAH is our predecessor for financial reporting purposes.

In addition, we have entered into an agreement with Brookfield Asset Management pursuant to which, subject to the satisfaction of certain conditions, Burgundy, a subsidiary of Brookfield Asset Management, is expected to sell approximately 9.1 million common shares of AEL Holdings, which were acquired in November 2020, to NER SPC at fair market value and we have been assigned the right to acquire additional common shares of AEL Holdings representing (after taking into account our acquisition of the approximate 9.1 million common shares of AEL Holdings currently held by Burgundy) up to 19.9% (but not less than 15.0%) of the issued and outstanding AEL Holdings common shares.

Further, we expect to enter into several agreements with Brookfield Asset Management in connection with the special dividend, among which include (1) a Credit Agreement with Brookfield Asset Management that will provide our company a $200 million revolving credit facility from Brookfield Asset Management, (2) an Administration Agreement whereby we will receive certain administrative services, and (3) a Support Agreement, pursuant to which Brookfield Asset Management will agree to support the economic equivalence of the class A exchangeable shares by agreeing to, among other things, take all actions reasonably necessary to enable our company to pay quarterly distributions, the liquidation amount or the amount payable on a redemption of class A exchangeable shares, as the case may be.

These Unaudited Pro Forma Financial Statements reflect the following:

 

   

The transfer of Brookfield Asset Management’s interest in BAH, to our company, in exchange for class C shares of our company;

 

   

The issuance of class A exchangeable shares and class B shares of our company, for cash consideration;

 

   

The issuance of class C shares of our company to Brookfield Asset Management for cash consideration;

 

   

The related party loan;

 

   

The acquisition of a 19.9% interest in AEL Holdings; and

 

   

Additional autonomous adjustments including the Administration Agreement, Credit Agreement and Support Agreement.

The adjustments in the Unaudited Pro Forma Financial Statements that are related to the Transactions are referred to as Transaction Accounting Adjustments. The adjustments and disclosures in the Unaudited Pro Forma Financial Statements that adjust the predecessor financial results to reflect the agreements discussed above and entered into with Brookfield Asset Management are referred to as Autonomous Entity Adjustments included within the Unaudited Pro Forma Financial Statements.

 

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It is currently anticipated that immediately following the special dividend, (i) holders of Brookfield Class A Shares and Brookfield Class B Shares will hold all of the issued and outstanding class A exchangeable shares of our company, (ii) the BAM Re Class B Partners will own all of our issued and outstanding class B shares, and (iii) Brookfield Asset Management will, indirectly, own all of our issued and outstanding class C shares.

The information in the Unaudited Condensed Pro Forma Statement of Operating Results gives effect to the Transactions as if they had been consummated on January 1, 2020. The information in the Unaudited Condensed Pro Forma Statement of Financial Position gives effect to the Transactions as if they had been consummated on December 31, 2020. All financial data in the Unaudited Pro Forma Financial Statements is presented in U.S. dollars and has been prepared using accounting policies that are consistent with IFRS as issued by the IASB. The Unaudited Pro Forma Financial Statements have been derived by the application of pro forma adjustments to the audited statement of financial position of our company and the historical audited consolidated financial statements of BAH included elsewhere in this prospectus, to give effect to the Transactions.

The Unaudited Pro Forma Financial Statements are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. The notes to the Unaudited Pro Forma Financial Statements provide a detailed discussion of how such adjustments were derived and presented in the Unaudited Pro Forma Financial Statements. The Unaudited Pro Forma Financial Statements should be read in conjunction with ‘‘Capitalization”, “Selected Historical Financial Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the audited financial statements of BAH as at December 31, 2020 and December 31, 2019 and for each of the three years ended December 31, 2020, 2019 and 2018, and the accompanying notes to such financial statements and the audited statement of financial position of our company as at December 31, 2020 and related notes thereto included elsewhere in this prospectus. The Unaudited Pro Forma Financial Statements have been prepared for illustrative purposes only and are not necessarily indicative of our financial position or results of operations had the transactions for which we are giving pro forma effect occurred on the dates or for the periods indicated, nor is such pro forma financial information necessarily indicative of the results to be expected for any future period. A number of factors may affect our results.

 

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UNAUDITED CONSOLIDATED

PRO FORMA STATEMENT OF FINANCIAL POSITION

 

                Transaction accounting adjustments     Autonomous
entity
adjustments
             

AS OF DEC. 31, 2020

US$ THOUSANDS

  BAM
Re
    BAH     Class C
shares
    Class A
and B
shares
    AEL
Holdings
common
equity
    Related
party
loan
    Other     Total pro
forma
adjustments
    Pro forma  
                (1)     (2)     (3)     (4)     (5)              

Assets

                 

Cash and cash equivalents

  $ 1   $ 35,461   $ 619,743   $ 501,000   $ (619,743   $ 25,000   $ —     $ 526,000   $ 561,462

Investments

    —         1,192,465     —         —         —         —         —         —         1,192,465

Reinsurance assets

    —         190,070     —         —         —         —         —         —         190,070

Accrued investment income

    —         7,061     —         —         —         —         —         —         7,061

Reinsurance receivable

    —         2,310     —         —         —         —         —         —         2,310

Equity accounted investments

    —         —             619,743       —         619,743     619,743

Other assets

    —         12,888     —         —         —         —         —         —         12,888
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  $ 1   $ 1,440,255   $ 619,743   $ 501,000   $ —     $ 25,000   $ —     $ 1,145,743   $ 2,585,999
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

                 

Insurance contract liabilities

  $ —     $ 1,338,730   $ —     $ —     $ —     $ —     $ —     $ —     $ 1,338,730

Due to related party

    —         4     —         —         —         —         —         —         4

Reinsurance payable

    —         410     —         —         —         —         —         —         410

Derivative liabilities

    —         122     —         —         —         —         —         —         122

Current tax liability

      676     —         —         —         —         —         —         676

Accounts payable and accrued liabilities

    —         4,771     —         —         —         —         4,000     4,000     8,771

Funds withheld liabilities

    —         12,379     —         —         —         —         —         —         12,379
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  $ —     $ 1,357,092   $ —     $ —     $ —     $ —     $ 4,000   $ 4,000   $ 1,361,092
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Shareholder’s equity

                 

Share capital

                 

BAH

  $ —     $ 77,976   $ (77,976   $ —     $ —     $ —     $ —       (77,976   $ —  

Class A

    —         —         —         500,000     —         —         —         500,000     500,000

Class B

    —         —         —         1,000     —         —         —         1,000     1,000

Class C

    1     —         702,906     —         —         25,000     (4,000     723,906     723,907

Accumulated surplus (deficit)

    —         1,646     (1,646     —         —         —         —         (1,646     —    

Accumulated other comprehensive income (loss)

    —         3,541     (3,541     —         —         —         —         (3,541     —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

    1     83,163     619,743     501,000     —         25,000     (4,000     1,141,743     1,224,907
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

  $ 1   $ 1,440,255   $ 619,743   $ 501,000   $ —     $ 25,000   $ —     $ 1,145,743   $ 2,585,999
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See the accompanying notes to the pro forma financial statements.

 

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UNAUDITED CONSOLIDATED

PRO FORMA STATEMENT OF OPERATING RESULTS

 

                Transaction accounting adjustments     Autonomous
entity
adjustments
             

FOR THE YEAR ENDED DEC. 31, 2020

US$ THOUSANDS

  BAM
Re
    BAH     Class C
shares
    Class A
and B
shares
    AEL
Holdings
common
equity
    Related
party
loan
    Other     Total pro
forma
adjustments
    Pro forma  
                (1)     (2)     (3)     (4)     (5)              

Premiums

                 

Gross

  $ —       $ 431,070   $ —       $ —       $ —       $ —       $ —       $ —       $ 431,070

Ceded

    —         (634     —         —         —         —         —         —         (634
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net premiums

    —         430,436     —         —         —         —         —         —         430,436

Net investment income

    —         83,918     —         —         —         538     —         538     84,456

Net investment results from funds withheld

      (117               —         (117
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total revenues

    —         514,237     —         —         —         538     —         538     514,775
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity accounted income

    —         —         —         —         126,951       —         —         126,951       126,951  

Benefit paid on insurance contracts

                 

Gross

    —         63,349     —         —         —         —         —         —         63,349

Ceded

    —         (24,569     —         —         —         —         —         —         (24,569

Change in insurance contract liabilities

                 

Gross

    —         457,114     —         —         —         —         —         —         457,114

Ceded

    —         10,496       —         —         —         —         —         —         10,496  

Operating expenses

    —         5,605     —         —         —         —         2,000     2,000     7,605

Interest expense

    —         93     —         —         —         —         —         —         93
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total benefits and expenses

    —         512,088     —         —         —         —         2,000     2,000     514,088
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) before income taxes

    —         2,149     —         —         126,951       538     (2,000     125,489       127,638

Income tax expense

    —         (541     —         —         (31,738     (134     500     (31,372 )     (31,913 )
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) for the year

  $ —       $ 1,608   $ —       $ —       $ 95,213     $ 404   $ (1,500   $ 94,117     $ 95,725
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share (6)

                 

See the accompanying notes to the pro forma financial statements.

Pro Forma Adjustments

Our company was formed on December 10, 2020 pursuant to a contribution of one hundred dollars from Brookfield Asset Management and its related companies. At this time, Brookfield Asset Management provided a further capital contribution of nine hundred dollars. The pro forma financial statements are derived from the financial statements of BAH and the audited statement of financial position of our company, included elsewhere in this prospectus.

Immediately after the Transactions, our company’s capital structure will be comprised of class A exchangeable shares, class B shares and class C shares. Each class A exchangeable share will be exchangeable with Brookfield Asset Management at the option of the holder for one Brookfield Class A Share per class A exchangeable share multiplied by the exchange factor (which initially shall be one and will be subject to adjustment) or its cash equivalent based on the NYSE closing price of the Brookfield Class A Shares as at the date of receipt of a notice of exchange, plus unpaid distributions, if any (the form of payment to be determined at Brookfield Asset Management’s election).

 

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(1) Class C shares

Brookfield Asset Management will contribute BAH to our company in exchange for class C shares. This contribution will be recorded based on Brookfield Asset Management’s book value on the date of contribution, as the transfer of these assets to our company is a transaction between entities under common control. In exchange for class C shares, Brookfield Asset Management will also fund the full purchase price for NER SPC’s acquisition of 9.1 million common shares of AEL Holdings at fair market value in addition to funding the full purchase price for NER SPC’s acquisition of additional common shares of AEL Holdings representing (after taking into account NER SPC’s acquisition of the approximate 9.1 million common shares of AEL Holdings currently held by Burgundy) up to 19.9% (but not less than 15.0%) of the issued and outstanding AEL Holdings common shares.

The pro forma adjustments record the issuance of          class C shares in exchange for net assets of BAH. Following the contribution of BAH, Brookfield Asset Management will subscribe for an additional          class C shares for $25 million, as referenced in note 4 below.

Class C shares are the most subordinated class of all common shares and will be classified as equity instruments.

(2) Class A exchangeable shares and class B shares

Brookfield Asset Management will subscribe for approximately                      million class A exchangeable shares for $500 million in cash. Upon spin-out, Brookfield Asset Management will distribute approximately                      million class A exchangeable shares to the Brookfield Asset Management shareholders who hold Brookfield Class A Shares and Brookfield Class B Shares, as a special dividend. Class A exchangeable shares will be classified as equity instruments.

Upon completion of the special dividend our company expects to have approximately              class B shares outstanding, with a value of $1 million. Class B shares will be classified as equity instruments.

(3) AEL Holdings common equity investment

We have entered into an agreement with Brookfield Asset Management pursuant to which, subject to the satisfaction of certain conditions, we expect to acquire approximately 9.1 million common shares of AEL Holdings from Burgundy, a subsidiary of Brookfield Asset Management, at fair market value for $251.9 million. The initial purchase of shares would be accounted for as a financial asset measured at fair value through other comprehensive income. We have also been assigned the right, subject to the satisfaction of certain conditions, to acquire additional common shares of AEL Holdings representing (after taking into account our acquisition of the approximate 9.1 million common shares of AEL Holdings currently held by Burgundy) up to 19.9% (but not less than 15.0%) of the issued and outstanding AEL Holdings common shares. Based on the issued and outstanding shares of AEL Holdings on the date hereof, if we exercise our right to acquire additional common shares of AEL Holdings in full, it is probable that we would acquire an additional 9.9 million common shares of AEL Holdings at $37 per share for $367.9 million, giving us a total equity interest in AEL Holdings of 19.9% for total consideration paid of $619.7 million. In addition, for so long as we beneficially own at least 9.0% of the issued and outstanding AEL Holdings common shares (without taking into account any reduction in our ownership interest resulting from share repurchases or new issuances of AEL common shares by AEL Holdings), we will be entitled to designate an individual for appointment to the board of directors of AEL Holdings. As a result, these pro forma financial statement reflect our interest in AEL Holdings as an equity accounted investment as at December 31, 2020, under IAS 28, Investments in Associates and Joint Ventures, and includes our share of AEL Holdings net income based on pro forma common equity ownership of 19.9% as if the acquisition had occurred on January 1, 2020. If our total equity interest in AEL Holdings is 15.0% (instead of 19.9% as currently expected), the carrying value of the equity accounted investment and equity accounted earnings would be lower by $174 million and $31 million, respectively. The difference between our share of the carrying value of AEL

 

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Holdings’ net assets and total consideration (represented by the fair value of the 9.9% investment plus the consideration paid for the additional 10% interest) represents notional goodwill. The historical financial statements of AEL Holdings were prepared in accordance with U.S. GAAP. Our company does not believe that the differences between IFRS and U.S. GAAP would have a material impact on the equity accounted income pro forma adjustment included within the Unaudited Condensed Pro Forma Statement of Operating Results.

In addition to the expected equity investment in AEL Holdings, our company expects to enter into an arrangement with AEL to reinsure a block of existing fixed and/or fixed index annuity liabilities of AEL. It is expected that the reinsurance agreement will include both modified coinsurance and credit for reinsurance trust related to these fixed index annuities up to an initial $5 billion, however the final value of this contract remains subject to negotiations and therefore the impact thereof has not been reflected in these pro forma financial statements. The agreement to reinsure a block of existing fixed and/or fixed index annuity liabilities would not constitute a business under IFRS or applicable securities rules. Upon completion of the reinsurance transaction with AEL Holdings, we would expect to recognize up to $5 billion in modified coinsurance and credit for reinsurance trust assets and up to $5 billion of associated insurance contract liabilities. The impact of this transaction on operating results would be the recognition of gross premiums of up to $5 billion associated with the reinsurance agreement and net investment income associated with the modified coinsurance and credit for reinsurance trust assets managed with an offsetting change in insurance contract liabilities and ceding commission associated with the reinsurance agreement and benefits paid on insurance contracts associated with the insurance contract liabilities.

(4) Issuance of related party demand deposit loan to Brookfield Asset Management

Brookfield Asset Management will contribute a further $25 million in cash in exchange for additional class C shares of our company. Our company anticipates putting the cash on deposit with an indirect, wholly-owned subsidiary of Brookfield Asset Management. The deposit is callable at any time and bears interest at LIBOR +2% annually. We recorded the demand deposit receivable within cash and cash equivalents for the purposes of the unaudited consolidated pro forma statement of financial position.

(5) Other pro forma adjustments

 

i.

Transaction fees

The pro forma adjustments include provisions for transaction fees associated with the special dividend and the Transactions. As the transaction costs were incurred subsequent to the periods presented in the pro forma statements, the transaction costs of $4 million are recorded in equity.

 

ii.

Administration Agreement and Credit Agreement

Administrative fees are based on the administrative services provided to our company on a cost recovery basis from Brookfield Asset Management under the Administration Agreement. It is expected the administrative services provided by Brookfield Asset Management under the Administration Agreement will cost $2 million annually. We expect that no amounts will be drawn under the Credit Agreement as of the date of the special dividend.

 

iii.

Tax impact

The adjustment to reflect the tax effects of the pro forma adjustments is calculated at the average statutory rates in effect in each relevant jurisdiction for the periods presented. The impact of the pro forma adjustments has the effect of increasing deductible temporary differences for which no deferred income tax recoveries have been recognized.

 

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(6) Earnings per share

Immediately after the transfer of BAH and the subscription by Brookfield Asset Management of our class B and class C shares, our company’s capital structure will be comprised of class A exchangeable shares, class B shares and class C shares. Upon completion of the special dividend, our company expects to have approximately                      class A exchangeable shares,              class B shares and          class C shares outstanding.

The payment of distributions on our company’s class A exchangeable shares and our class B shares are at the discretion of our board. Distributions on these shares are expected to be made quarterly, at the end of March, June, September and December of each year. The class A exchangeable shares and the class B shares have been structured with the intention of providing an economic return equivalent to one Brookfield Class A Share. Each class A exchangeable share will be exchangeable with Brookfield Asset Management at the option of the holder for one Brookfield Class A Share (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of Brookfield Asset Management), subject to certain limitations described under “Description of Our Share Capital — Class A Exchangeable Shares — Exchange by Holder”. Following the special dividend it is expected that distributions on our class A exchangeable shares and class B shares will be paid at the same time and in the same amount as dividends are paid on the Brookfield Class A Shares and that distribution on each class A exchangeable share and class B share will be paid in the same amount of dividends are paid on each Brookfield Class A Share. Under the terms of the Support Agreement, Brookfield Asset Management will agree to support the economic equivalence of the class A exchangeable shares by agreeing to take all actions reasonably necessary to enable our company to pay quarterly distributions, the liquidation amount or the amount payable on a redemption of class A exchangeable shares.

The holder of our class C shares will be entitled to received distributions if, as and when declared or authorized. Our board has adopted a policy that Class C share distributions will be paid quarterly in an amount equal to our company’s distributable earnings (as determined by management of our company) after payment of distributions on the class A exchangeable shares, class B shares and any other shares ranking senior to the class C shares and after provision for expenses, anticipated cash needs and other similar adjustments.

Total outstanding class C shares of          have been used to calculate basic and diluted pro forma earnings per share. Class A exchangeable shares and class B shares are not considered participating securities or considered to be ordinary shares as defined within IFRS and consequently per share amounts for these classes of shares has not been presented.

 

FOR THE YEAR ENDED DEC. 31

US$ THOUSANDS

   2020  

Net income for the year

   $ 95,725

Dividends

  

Class A

  

Class B

  
  

 

 

 

Net income attributable to class C shareholders

  
  

 

 

 

Net income per class C share

  
  

 

 

 

 

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SELECTED HISTORICAL FINANCIAL INFORMATION

The following table presents selected financial data for our business and is derived from, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the “Unaudited Pro Forma Financial Statements”, the audited consolidated financial statements for BAH as at December 31, 2020 and December 31, 2019 and for each of the years in the three years ended December 31, 2020, which is our predecessor for financial reporting purposes, and the audited statement of financial position of our company as at December 31, 2020, in each case with the accompanying notes thereto, included elsewhere in the prospectus.

 

FOR THE YEARS ENDED DEC. 31    Year ended December 31,  
US$ THOUSANDS    2020      2019      2018  

Statement of Operating Results Data

        

Gross premiums

   $ 431,070      $ 503,688    $ 160,146

Premiums ceded

     (634      (178,579      —    

Net investment income

     83,918        57,097      741

Net benefits paid on insurance contracts

     (38,780      (25,143      (13,408

Net change in insurance contract liabilities

     (467,610      (344,776      (142,904

Operating expenses

     (5,605      (6,436      (4,971

Interest expense

     (93      (166      (111

Net income (loss) before income taxes

     2,149        5,685      (507

Income tax expense

     (541      (158      —    
  

 

 

    

 

 

    

 

 

 

Net income (loss) for the year

   $ 1,608      $ 5,527    $ (507
  

 

 

    

 

 

    

 

 

 

 

AS AT

US$ THOUSANDS

   Dec 31,
2020
     Dec. 31,
2019
 

Statement of Financial Position Data

     

Cash and cash equivalents

   $ 35,461      $ 13,361

Investments

     1,192,465        701,538

Reinsurance assets

     190,070        197,164

Total assets

     1,440,255        926,711

Insurance contract liabilities

     1,338,730        856,364

Borrowings under repurchase agreement

     —          —    

Total liabilities

     1,357,092        861,255

Total Equity

     83,163        65,456

 

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OUR BUSINESS

Overview

Our company was established by Brookfield Asset Management to own and operate a leading reinsurance business focused on providing capital-based solutions to insurance companies and their stakeholders. Through our operating subsidiaries, we will provide annuity-based reinsurance products to insurance and reinsurance companies and will also act as a direct issuer of pension risk transfer products for pension plan sponsors. In doing so, we seek to match long-duration liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. We intend to leverage our relationship with Brookfield in order to opportunistically source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well suited for this purpose.

We currently have a single operating segment related to our pension risk transfer business. Going forward, we plan to focus primarily on growing our annuities business. Over time, we may look for opportunities to expand our reinsurance business to cover other longer-duration products such as life insurance and structured settlements.

Annuities

Within our annuities business, we are focused primarily on the reinsurance of annuity-based products, and will primarily seek to reinsure annuity-based products for direct insurers and other reinsurers operating in North America and Western Europe.

Annuities are insurance contracts that provide a defined income stream, typically for retirement planning. Policyholders deposit money with an insurance company in return for a fixed stream of cash flows either immediately or in the future. Reinsurance is an arrangement whereby an insurance company, the reinsurer, agrees to indemnify another insurance company, which we refer to as the ceding company or cedant, for all or a portion of the insurance risks that are underwritten by the ceding company. Reinsurance serves multiple purposes, including to (1) transfer insurance risk off of a ceding company’s balance sheet, enabling it to more efficiently manage balance sheet capacity to increase the volume of business it can underwrite, (2) stabilize a ceding company’s operating results, (3) assist the cedant in achieving applicable regulatory requirements, and (4) optimize the overall financial strength and capital structure of the cedant.

Reinsurance may be structured as a block transaction, pursuant to which a reinsurer contractually assumes assets and liabilities associated with an in-force book of business, or as a flow arrangement, pursuant to which a reinsurer contractually agrees to assume assets and liabilities for future business.

We primarily seek to reinsure three types of annuity products: fixed annuities, fixed index annuities and payout annuities.

Fixed Annuities

A fixed annuity, which we refer to as FA, is a type of insurance contract that provides a fixed rate of investment return (often referred to as a crediting rate) for a specified period of time. Fixed rate reset annuities have a crediting rate that is typically guaranteed for a period of one year, after which insurers are able to change the crediting rate at their discretion, generally to any rate at or above a previously guaranteed minimum rate.

Insurers earn income on FA contracts by generating a net investment spread, which is based on the difference between income earned on the investments supporting the liabilities and the crediting rate owed to customers.

 

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Fixed Index Annuities

A fixed index annuity, which we refer to as FIA, is an insurance contract in which the policyholder makes one or more premium deposits that earn interest at a crediting rate based on a specified market index. Policyholders are entitled to recurring or lump sum payments for a specified period of time. FIAs provide policyholders with the ability to earn interest without significant downside risk to their principal balance. A market index tracks the performance of a specific group of stocks or other assets representing a particular segment of the market, or in some cases, an entire market. A policyholder’s crediting rate in relation to a market index is based on the change in the relevant market index, subject to a pre-defined cap (a maximum rate that may be credited), spread (a credited rate determined by reducing a specific rate from the index return) and/or a participation rate (a credited rate equal to a percentage of the index return).

Insurers earn income on FIA contracts based on a net investment spread, which is the difference between income generated on investments supporting the liabilities and the interest that is credited to policyholders.

Payout Annuities

A payout annuity is an income-generating insurance product. In exchange for a lump sum premium, the policyholder receives a series of guaranteed income payments for one lifetime, two lifetimes or a specified period of time.

Insurers earn income on payout annuity contracts based on a net investment spread, which is the difference between income generated on investments supporting the liabilities and the interest that is credited to policyholders.

We intend to operate our annuities business through NER SPC and, once licensed, NER Ltd. As of the date of this prospectus, we have not entered into any reinsurance contracts.

Pension Risk Transfer

Pension risk transfer is the transfer by a corporate sponsor of the risks (or some of the risks) associated with the sponsorship and administration of a pension plan, in particular, investment risk and longevity risk, which is the risk of an increase in life expectancy of plan beneficiaries. These risks can be transferred either to an insurer like us through a group annuity transaction, or to an individual through a lump sum settlement payment. Pension risk transfer using insurance typically involves a single premium group annuity contract that is issued by an insurer, permitting the corporate pension plan sponsor to discharge certain pension plan liabilities from its balance sheet.

A pension risk transfer insurance transaction may be structured as either a buy-out annuity or a buy-in annuity. Under a buy-out annuity, a direct insurer enters into a group annuity contract with the plan sponsor and assumes the liability to fund, administer and pay benefits covered under the contract directly to the individual pension plan members covered under the contract. Under a buy-in annuity, the insurer enters into a group annuity contract with the plan sponsor and is liable to fund and pay the benefits covered under the contract to the pension plan fund, with the plan sponsor retaining the liability to administer and pay pension benefits to plan members. In both cases, the insurer assumes the investment and longevity risk.

Insurers earn income on buy-out and buy-in group annuities by generating a net investment spread, which is based on the difference between income earned on the investments supporting the annuity contract and the cost of the pension liabilities assumed.

Today, our pension risk transfer business is operated primarily through Brookfield Annuity, a Canadian domiciled, licensed and regulated direct life insurance company that provides pension risk transfer solutions to organizations across Canada. Brookfield Annuity is led by a team of experts with an average of over 25 years of experience in group annuities, pensions, insurance and investments.

 

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Brookfield Annuity was incorporated in August 2016 as a wholly-owned indirect subsidiary of Brookfield Asset Management and wrote its first group annuity policy in the first quarter of 2017. As of December 31, 2020, Brookfield Annuity had $1.4 billion (C$1.7 billion) of policyholder reserves.

Life Insurance

Although today our business is focused primarily on annuity-based products, in the future we may look to expand our reinsurance business to cover other longer-duration products, including life insurance. Life insurance is a contract between an insurer and the insured person in which the insurer guarantees payment of a death benefit to named beneficiaries in exchange for premiums paid by the insured person. Insurers generate income based upon the income earned on assets invested in connection with the policy relative to the cost of administration and the death benefit paid.

Recent Developments

AEL Strategic Partnership

On October 17, 2020, Brookfield entered into a strategic partnership with AEL Holdings, a leading retirement planning annuity provider, pursuant to which the parties agreed to enter into a reinsurance transaction for the reinsurance of up to $10 billion of AEL’s primarily fixed index annuity liabilities and Brookfield agreed to acquire an up to 19.9% (but not less than 15.0%) equity interest in AEL Holdings in two tranches and subject to certain conditions.

The reinsurance arrangement with AEL is expected to be structured on a coinsurance/modified coinsurance basis through an agreement between NER SPC and a subsidiary of AEL Holdings, AEL, an insurance company domiciled in Iowa, which we refer to as the AEL Reinsurance Treaty. Pursuant to the terms of the AEL Reinsurance Treaty, AEL will cede, and we will reinsure, (a) 100% quota share of a block of existing fixed and/or fixed indexed annuities, expected to equal approximately $5 billion and (b) up to 90% quota share (or such other amount to be agreed upon by the parties) of certain future origination products, expected to equal approximately $5 billion, that will be issued by AEL or its affiliates after the effective date of the AEL Reinsurance Treaty.

In order to allow AEL to receive full credit for reinsurance in Iowa in connection with the liabilities ceded under the coinsurance portion of the AEL Reinsurance Treaty, we will establish a credit for reinsurance trust under Iowa law, which will hold certain assets backing the ceded liabilities. All other assets backing the ceded liabilities will be held by AEL in a segregated account. It is expected that in connection with the AEL Reinsurance Treaty, AEL will enter into an investment management agreement with an affiliate of Brookfield for investment management services that will apply to the management of the assets backing the liabilities reinsured under the AEL Reinsurance Treaty.

Servicing and administration of the policies reinsured under the AEL Reinsurance Treaty will be conducted by AEL or an affiliate in accordance with applicable law and other customary performance standards set out in the AEL Reinsurance Treaty.

The AEL Reinsurance Treaty is expected to be signed and closed in the first half of 2021, subject to any required regulatory approvals.

AEL Investment Agreement and Assignment Agreement

In accordance with the AEL Investment Agreement, on November 30, 2020, Burgundy acquired 9,106,042 common shares of AEL Holdings, representing an approximate 9.2% equity interest in AEL Holdings at such time, at a price of $37.00 per share, which we refer to as the Initial AEL Equity Investment.

 

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On February 28, 2021, we entered the Assignment Agreement, Consent and Waiver in Anticipation of Regulatory Form A Filing with AEL Holdings, Burgundy, NER SPC and Brookfield, which we refer to as the Assignment Agreement, pursuant to which AEL Holdings agreed, subject to certain conditions, to (i) the transfer by Burgundy of the Initial AEL Equity Investment to NER SPC, and (ii) the assignment of Brookfield’s and Burgundy’s rights and obligations under the AEL Investment to our company and NER SPC, respectively, including Brookfield’s right to acquire additional AEL Holdings common shares representing (inclusive of the Initial AEL Equity Investment) up to 19.9% (but not less than 15.0%) of the issued and outstanding AEL Holdings common shares at a price per share equal to the greater of $37.00 and the most recently announced adjusted book value per share of AEL Holdings, subject to adjustment upon the occurrence of certain limited dilutive events set forth in the AEL Investment Agreement, which we refer to as the Remaining AEL Equity Investment.

Burgundy expects to transfer the Initial AEL Equity Investment to NER SPC prior to completion of the special dividend. The closing of the Remaining AEL Equity Investment is subject to execution of the AEL Reinsurance Treaty, regulatory approval and other closing conditions, and is expected to occur subsequent to the special dividend. See “— AEL Strategic Partnership” above for more information on the AEL Reinsurance Treaty.

Upon effectiveness of the assignment of rights and obligations pursuant to the Assignment Agreement:

 

   

For so long as we beneficially own at least 9.0% of the issued and outstanding AEL Holdings common shares (without taking into account any reduction in our ownership interest resulting from share repurchases or new issuances of AEL Holdings common shares), we will be entitled to designate an individual for appointment to the board of directors of AEL Holdings. Our Chief Executive Officer, Sachin Shah, currently serves on the AEL Holdings board as Brookfield’s designee and will remain as our designee following the special dividend.

 

   

Until November 30, 2022, we agree not to transfer any of the AEL Holdings common shares acquired, subject to certain limited exceptions. In addition, until November 30, 2025, we will be subject to customary standstill obligations that restrict us from, among other things, purchasing additional AEL Holdings common shares, selling AEL Holdings common shares to activists or competitors, and taking or supporting certain shareholder actions, subject to certain limited exceptions. AEL Holdings has agreed that it will file a registration statement on or before November 30, 2022 to register the resale of the AEL Holdings common shares owned by us.

 

   

The AEL Investment Agreement may be terminated by us or AEL Holdings if the Remaining AEL Equity Investment has not closed by June 17, 2021, subject to extension to August 17, 2021 in certain circumstances if certain regulatory approvals have not been obtained. Certain provisions of the AEL Investment Agreement survive termination, including the standstill obligations and AEL Holdings board designation rights.

 

   

Pursuant to the Assignment Agreement, Brookfield will remain bound by certain obligations under the AEL Investment Agreement, including with respect to the ownership limitations, standstill obligations and transfer and voting restrictions described above. In addition, to the extent that we do not satisfy the obligations assigned to us in the AEL Investment Agreement, Brookfield will be obligated to consummate such transactions.

The foregoing description of the AEL Investment Agreement, the Assignment Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to each of the AEL Investment Agreement and the Assignment Agreement, which are attached as Exhibits 10.7 and 10.8 to the registration statement of which this prospectus is a part.

 

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Industry Overview

Market Overview and Industry Trends

The annuities and life insurance industry in our target markets of North America and Western Europe consists of over $13 trillion of assets and is growing by approximately 4% annually. As described above, we will participate in this industry primarily by providing annuity-based reinsurance products and pension risk transfer solutions and over time may look for opportunities to expand our reinsurance business into life insurance, structured settlements, and other long-duration products in order to take advantage of the growing industry.

The products that we intend to reinsure, underwrite and/or acquire are designed to help individuals and organizations with their retirement planning and long-term financial objectives. In general, the demand for the products we intend to offer is supported by two long-term tailwinds:

 

   

Populations worldwide, particularly those within our target markets of North America and Western Europe, are aging and over the next few decades, the cohort of retirement-aged individuals is expected to experience significant growth. These individuals are increasingly looking to products, like annuities and life insurance, for their retirement planning.

 

   

Interest rates in these same geographic regions are at near historical lows (near zero) and it is our expectation that interest rates are likely to remain low for the foreseeable future. Financial products, like annuities, provide stable yields and protected returns, often on a tax-efficient basis, that position them well relative to other competing financial products.

In addition to being a large and growing sector, we believe that traditional insurers are facing a number of longer-term structural challenges that will create attractive investment opportunities for our company:

 

   

Low interest rates are differentiating those with access to higher-yielding investments. Insurers invest primarily in fixed income products and declining yields have put pressure on profitability, creating opportunities for those with higher-yielding alternative investment management capabilities to outperform. Through our relationship with Brookfield, we have access to a diverse portfolio of suitable higher-yielding alternative investment products.

 

   

Many insurers are looking for ways to shift toward less asset-intensive insurance products. Given the capital-intensive nature of life and annuity products, many insurance companies with diversified exposure are looking to reduce their exposure to life and annuity liabilities, including through reinsurance, in order to free up capital that they can deploy in support of less asset-intensive products and business lines.

 

   

Recent market conditions are exposing under-capitalized companies. Some writers of annuity products are facing higher hedging costs amidst volatile markets, and changes in regulatory standards are increasing the transparency of liability valuations in the current low-rate environment. This has necessitated a need to raise or otherwise free up capital, and the reinsurance market offers writers of annuity products an opportunity to do so. We have access to capital and are able to provide capital support to these companies.

 

   

Public market valuations have compressed while capital needs have grown. Insurers are trading at cyclical lows on a book value basis, and given the prevailing market environment, are looking to partner with organizations like our company that can provide solutions to address capital needs.

Customers and Market Intermediaries

Reinsurance contracts within our annuities business can be written directly with the ceding companies, or through intermediaries, such as professional reinsurance brokers.

Although it is possible that we may from time to time use a reinsurance broker, the direct reinsurance market is expected to be the primary source of business that is to be underwritten. Direct placement of

 

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reinsurance enables us to better understand the specific needs and requirements of a ceding company and develop a customized solution. It also allows us to develop a direct relationship with ceding companies, which we believe is beneficial in establishing ourselves as a preferred partner for future reinsurance needs. The ceding companies that we seek to partner with to conduct our reinsurance business are direct insurance companies and other reinsurance companies, with an initial focus on those operating in North America and Western Europe.

The broker reinsurance market consists of several national and international brokers and a number of smaller specialized brokers. Brokers do not have the authority to bind a reinsurer with respect to reinsurance agreements, nor does a reinsurer commit in advance to accept any portion of a broker’s submitted business. Rather, the liabilities to be reinsured is subject in each case to acceptance by the reinsurer.

Today, the principal customers of our pension risk transfer business are corporate pension plan sponsors, principally located in Canada. The pension risk transfer market in Canada is primarily intermediated by large employee benefit consulting firms who advise these corporate pension plan sponsors on de-risking strategies and manage the request for quote and insurer selection process. Generally, a request for quote is distributed to all insurers on an intermediary’s approval list when a plan sponsor wishes to proceed with a transaction. Through Brookfield Annuity, we have established a relationship with all major intermediaries in Canada and are on their approved lists of providers.

Strategic Benefits of the Brookfield Relationship

Brookfield Asset Management is a global asset management company focused on real estate, infrastructure, renewable power, private equity and credit with $600 billion of assets under management, approximately 150,000 operating employees and over 1,000 investment professionals worldwide. Brookfield’s strategy is to combine best-in-class operating capabilities and transaction execution to acquire and invest in targeted assets and actively manage them in order to achieve superior returns on a long-term basis.

Inclusive of Oaktree, in which Brookfield owns an approximate 62% interest, Brookfield manages approximately $150 billion of assets across its credit products, which includes both liquid and private alternative strategies.

In order to execute our vision of being a leading reinsurer of long-duration liabilities and earn attractive risk-adjusted returns within our business, we will seek to leverage our relationship with Brookfield and in turn take advantage of Brookfield’s core attributes:

 

   

strong investment management and asset allocation capabilities, with significant experience managing alternative real asset investment strategies;

 

   

significant investment in and relationship with Oaktree, a leading global alternative investment management firm with an expertise in credit;

 

   

transaction structuring and origination capabilities, with a proven track record of executing large-scale, multi-faceted transactions across multiple geographies;

 

   

robust approach to risk management that emphasizes the proactive management of risks and ensuring that there is necessary capacity and resilience to respond to changing environments by evaluating both current and emerging risks; and

 

   

institutional relationships, including those developed with global insurance companies.

We believe that our ongoing relationship with Brookfield provides us with a unique competitive advantage as well as access to opportunities that would otherwise not be available to us as a stand-alone insurance or reinsurance company. See “Relationship with Brookfield”.

 

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Strategy and Growth

Overall, our strategy is to seek to earn attractive risk-adjusted returns within our business by opportunistically sourcing long-duration insurance liabilities and investing the associated capital in a portfolio of high-quality, long-dated assets. We believe we can execute our strategy based on the following factors:

 

   

Through our relationship with Brookfield, we have best-in-class insurance and risk management capabilities and processes that have been developed over Brookfield’s more than 100-year history as a global alternative asset manager.

 

   

Our management team has a strong track record of being highly flexible and long-term oriented, with the ability to execute on and structure transactions in an efficient manner.

 

   

We have access to Brookfield’s leading asset origination and alternative investment management strategies particularly those focused on private credit, which we expect will allow us to generate enhanced investment returns within our various investment portfolios.

 

   

Support from Brookfield allows us to take a long-term, value-oriented approach to new business opportunities and to be disciplined in our investment portfolio strategies throughout market cycles.

 

   

We will benefit from Brookfield’s long-standing strategic relationships with global insurers and reinsurers around the world, that have in part been formed through 1) Brookfield’s asset management franchise and reputation as a leading alternative asset manager, and 2) Brookfield’s loan origination and credit offerings that are attractive products for insurers and are often acquired by them.

We intend to focus on three avenues for growth:

 

   

Sourcing large-scale reinsurance transactions. The annuity and life insurance industry within our target markets of North America and Western Europe is of significant size. We believe there are numerous opportunities, similar to the AEL reinsurance transaction, to partner with insurers and execute both block and flow reinsurance arrangements. We believe that our history of consummating large-scale, multi-faceted transactions, and our access to capital position us well to successfully source these opportunities.

 

   

Expanding our existing pension risk transfer business. Within Canada, there is approximately $540 billion of private sector pension plans, of which 50% are now closed. This represents over $250 billion of potential pension risk transfer business that we estimate will occur over the next 10 to 20 years. We believe that we are well situated to grow in the Canadian market given our expertise through Brookfield Annuity and our relationship with Brookfield. We may look to expand our pension risk transfer capabilities to other jurisdictions, including the U.S. and U.K., subject to obtaining all required regulatory approvals.

 

   

Pursuing inorganic growth on a value basis. We intend to opportunistically evaluate opportunities to acquire existing platforms or strategically invest in reinsurers and direct insurers, primarily those operating in North America and Western Europe, and earn an attractive return on the capital we deploy.

Competitors

Our business faces competition from both well-established players and new entrants in the industry, including insurance and reinsurance companies, financial institutions, and traditional and alternative asset managers.

The reinsurance market is increasingly competitive as interest rates are at historical lows globally and traditional life and annuity insurance providers are challenged to find places to invest into stable, income-oriented investment products using their existing investment capabilities and are looking to external parties to reinsure existing liabilities. Competition within our annuities reinsurance business includes other insurance and reinsurance companies, larger-scale pension plans and asset management firms that provide long duration capital.

 

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In the pension risk transfer market in Canada, there are currently six large-scale national institutions who we consider competitors, and there is the potential for the entry of global insurers into the Canadian market. Our competition includes life and annuity companies and diversified financial institutions.

There is also growing competition in the pursuit of inorganic growth through investments and/or strategic partnerships in insurers and reinsurers. Overall, we face competition from other well-capitalized insurance companies, financial institutions and alternative asset managers looking to grow through direct investment and platform acquisitions. We believe our relationship with Brookfield, its strong reputation with financial regulators and potential counterparties, and its extensive track record of sourcing and executing complex transactions is a competitive advantage over others in this space.

Employees and Facilities

Immediately following the dividend date, we expect to have over 20 full time employees located in Canada, the U.S., Cayman Islands, and Bermuda. The majority of these employees are currently employed by Brookfield. These employees will be responsible for the execution of all material aspects of the business including management, underwriting, oversight and decision-making responsibilities.

Under the terms of the Administration Agreement, at our request we will receive the services of our company’s Chief Executive Officer and Chief Investment Officer, and we will also receive certain administrative and other support services as may from time to time be agreed in writing by our company and Brookfield, which may include assisting our Chief Executive Officer and Chief Financial Officer with the standard functions of a public company, such as financial reporting, investor relations, human resources, information technology, compliance, shareholder correspondence, and ongoing disclosure obligations. The services provided to us by Brookfield under the Administration Agreement will be provided on a cost-recovery basis. See “Relationship with Brookfield — The Administration Agreement”. We may also outsource some of our administrative services to third parties, in each case on market terms. Our registered office is located in Hamilton, Bermuda. The registered office of Brookfield Annuity is in Toronto, Ontario and the registered offices of NER SPC and NER Ltd. are in George Town, Grand Cayman and Hamilton, Bermuda, respectively. We expect to commence operations in Bermuda in 2021, subject to receiving our Class E insurance license.

Intellectual Property

Prior to the completion of the special dividend, our company and Brookfield Asset Management will enter into the Licensing Agreement. Pursuant to the Licensing Agreement, Brookfield Asset Management will grant a non-exclusive, royalty-free sub-license to use the name “Brookfield” and the Brookfield logo. Other than under this limited license, we will not have a legal right to the “Brookfield” name and the Brookfield logo on a global basis. Brookfield Asset Management may terminate the Licensing Agreement immediately upon termination of the Support Agreement and it may be terminated in the circumstances described under “Relationship with Brookfield — Licensing Agreement”.

 

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REGULATORY FRAMEWORK

Our annuities reinsurance business will operate through NER SPC, and once licensed, NER Ltd. NER SPC is subject to regulation and supervision by CIMA and compliance with all applicable Cayman Islands’ laws, including Cayman Islands’ insurance statutes and regulations. NER Ltd. is subject to and must comply with all applicable Bermuda law and will, once registered under the Bermuda Insurance Act, be subject to regulation and supervision by BMA and compliance with Bermuda insurance statutes and regulations.

Our pension risk transfer business, operating through our Canadian insurer Brookfield Annuity, is subject to regulation and supervision by The Office of the Superintendent of Financial Institutions (Canada), which we refer to as OSFI, and compliance with all applicable Canadian law and federal, provincial and territorial insurance statutes and regulations.

A summary of certain of the laws, regulations and frameworks to which we are subject is set forth below.

Cayman Islands

The Cayman Insurance Act regulates the insurance business of our Cayman Islands reinsurance subsidiary, NER SPC, and provides that no person may carry on any insurance business in or from within the Cayman Islands unless that person holds a license issued by CIMA. CIMA is required by the Cayman Insurance Act to determine whether the business to which the application for a license relates would be carried on by persons who are fit and proper persons to be directors or officers of the licensee and, in particular, whether such persons have adequate knowledge and expertise as CIMA considers appropriate to conduct their respective functions. See “—Fit and Proper Requirements” below.

Regulation under the Cayman Insurance Act is a combination of self-regulation, filings of statutory financial statements and certifications as to compliance with the applicable statutory requirements, together with review and investigation by CIMA in specified circumstances. CIMA has wide powers to examine the affairs of insurance companies, with full access to business and other records of these companies and power to call on the insurance manager to provide any information or explanation.

Fit and Proper Requirements

Applicants must demonstrate that the business to which the application for a license under the Cayman Insurance Act relates will be carried on by persons who are fit and proper persons to carry on their respective functions. In determining whether a person is “fit and proper”, CIMA will consider, among other things, a person’s (a) honesty, integrity and reputation, (b) competence and capability, and (c) financial soundness. CIMA is also bound by the Cayman Insurance Act to consider whether the applicant will be able to comply not only with the requirements of the Cayman Insurance Act but also with the Cayman Islands Anti-Money Laundering Regulations (2020 Revision) (as amended) and to consider whether the applicant employs personnel with the necessary skills, knowledge and experience and maintains appropriate facilities, books and records.

Categories of Insurance Licenses

There are four main categories of insurance licenses: (a) Class A (‘domestic’) insurers; (b) Class B (‘captives’); (c) Class C (‘cat-bond’ or ‘special purpose insurers’); and (d) Class D (‘reinsurers’).

Class B captives are divided into three sub-categories. Class B(i) insurers carry on non-domestic insurance business in respect of which at least 95% of net written premiums will originate from the insurer’s related business. For the purposes of a Class B insurer, “related business” means business which will originate from the insurer’s members or the members of any group with which the insurer is related through common ownership or

 

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a common risk management plan, or as is determined by CIMA. For Class B(ii) insurers, the threshold for net premiums written to originate from the insurer’s related business is set at over 50%. In the case of Class B(iii) insurers, 50% or less of the net written premiums originate from related business. NER SPC operates as a licensed Class B(iii) insurer.

A class B insurer may carry on domestic business if such business forms less than 5% of net written premiums or where CIMA has otherwise granted prior approval. Only exempted companies that have a minimum of two directors may be licensed as class B insurers.

Capital and Solvency Requirements

Because NER SPC will be predominately focused on reinsuring business from insurers domiciled in the U.S., NER SPC has committed to follow RBC requirements based on guidelines of the NAIC. The NAIC is the U.S. standard-setting and regulatory support organization created and governed by the chief insurance regulators from the 50 U.S. states, the District of Columbia and five U.S. territories.

Under RBC requirements, an insurer submits a RBC Report, which compares an insurer’s TAC to its ACL, each such term as defined pursuant to applicable law. A company’s RBC is calculated by using a specified formula that applies factors to various risks inherent in the insurer’s operations, including risks attributable to its assets, underwriting experience, interest rates and other business expenses. The factors are higher for those items deemed to have greater underlying risk and lower for items deemed to have less underlying risk. Statutory RBC is measured on two bases, ACL and company action level RBC, which we refer to as CAL, with ACL calculated as one-half of CAL. Regulators typically use ACL in assessing companies and reviewing solvency requirements. Companies themselves typically report and are compared using the CAL standard.

RBC is a method of measuring the level of capital appropriate for an insurance company to support its overall business operations, in light of its size and risk profile. It provides a means of assessing capital adequacy, where the degree of risk taken by the insurer is the primary determinant. The value of an insurer’s TAC in relation to its RBC, together with its trend in its TAC, is used as a basis for determining regulatory action that an insurance regulator may be authorized or required to take with respect to an insurer. The four action levels include:

 

   

CAL: The insurer is required to submit a plan for corrective action when its TAC is equal to or less than 200% of ACL;

 

   

Regulatory Action Level: The insurer is required to submit a plan for corrective action and is subject to examination, analysis and specific corrective action when its TAC is equal to or less than 150% of ACL;

 

   

ACL: Regulators may place the insurer under regulatory control when its TAC is equal to or less than 100% of ACL; and

 

   

Mandatory Control Level: Regulators are required to place the insurer under regulatory control when its TAC is equal to or less than 70% of ACL.

Every insurer must calculate and record its minimum capital requirement. Any insurer which fails to meet its minimum capital requirement must notify CIMA as soon as possible. CIMA may require such insurer to submit a remedial action plan or provide additional information, or it may direct the insurer to take any action CIMA deems appropriate.

Financial Statements and Auditors

Every licensed insurer is required to prepare audited financial statements in accordance with internationally recognized accounting standards by an independent auditor approved by CIMA. Auditors approved by CIMA

 

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must be appointed. An insurer carrying on long term business must, in addition to preparing audited financial statements, prepare annually an actuarial valuation of its assets and liabilities (including loss and loss expense provisions), certified by an approved actuary, so as to enable CIMA to be satisfied as to the insurer’s solvency.

Economic Substance

The Cayman ESA applies, subject to certain exceptions, to a defined class of relevant entities, which includes NER SPC.

Relevant entities that carry on relevant activities are required to meet an ES Test in respect of their relevant activities conducted in the Cayman Islands. Each of these categories is further defined within the Cayman ESA and the related guidance notes. Included within the definition of “relevant activity” under the Cayman ESA includes “insurance business”. NER SPC carries on insurance business and, as noted above, is a relevant entity. Accordingly, NER SPC is required to comply with the obligations under the Cayman ESA.

All Cayman Islands entities are required to notify the TIA on an annual basis of, among other things, whether they are carrying on a “relevant activity” (as defined in the Cayman ESA) and, if so, whether they are a “relevant entity”. A relevant entity that is carrying on a relevant activity and is required to satisfy the ES Test must also prepare and submit to the TIA an economic substance return for the purpose of the TIA’s determination of whether the ES Test has been satisfied in relation to that relevant activity.

Non-compliance with the Cayman ESA will result in significant financial penalties and continued non-compliance may result in an application by the TIA to the Cayman Islands Grand Court for an order that the entity is defunct.

Anti-Money Laundering and Proceeds of Crime Legislation

The Proceeds of Crime Act (2020 Revision), the Anti-Money Laundering Regulations (2020 Revision), which we refer to as the Cayman AML Regulations, as amended and the Guidance Notes on the Prevention and Detection of Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands dated 5 June 2020, collectively which we refer to as the Cayman Anti-Money Laundering Legislation, constitute the Cayman Islands’ anti-money laundering regime.

The Cayman AML Regulations have specific provisions which apply to relevant financial businesses including banks, trust companies and licensed insurers. In addition to creating offences relating to money laundering (or the giving of assistance in such activities), the Cayman Anti-Money Laundering Legislation confers expansive information gathering powers upon the Cayman Islands Financial Reporting Authority. There are also provisions empowering the court to make client information, seizure and/or confiscation orders. Regulated institutions have a duty of vigilance, meaning they must, amongst other things, (i) verify their clients’ identity and bona fides, (ii) monitor, recognize and report suspicious transactions, (iii) maintain certain records for the time period prescribed, and (iv) train employees and staff to recognize possible unlawful activities.

Data Protection

To the extent the NER SPC will be collecting and processing personal data, it will be a data controller under the Cayman Islands Data Protection Act, 2017, which we refer to as the Cayman DPA. Data controllers must provide data subjects with a privacy notice containing certain prescribed information.

If a third party is engaged to process personal data on behalf of NER SPC (such as “know your client” information), the Cayman DPA requires that a contract be put in place between the two parties under which the data processor is to act only on the data controller’s instructions and comply with obligations equivalent to those imposed on the data controller.

 

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Data controllers must ensure the personal data they hold is accurate and is not kept for longer than necessary to fulfil the original collection purpose.

Bermuda

The Bermuda Insurance Act regulates the insurance business of Bermuda reinsurance entities and provides that no person may carry on any insurance business in or from within Bermuda unless registered as an insurer under such act by the BMA. The BMA is required by the Bermuda Insurance Act to determine whether the applicant is a fit and proper body to be engaged in the insurance business and, in particular, whether it has, or has available to it, adequate knowledge and expertise to operate an insurance business.

The continued registration of an insurer is subject to the insurer complying with the terms of its registration and such other conditions as the BMA may impose from time to time. The Bermuda Insurance Act also grants to the BMA powers to supervise, investigate and intervene in the affairs of insurance companies.

The Bermuda Insurance Act imposes on Bermuda insurance companies solvency standards as well as auditing and reporting requirements.

NER Ltd. is expected to be registered under the Bermuda Insurance Act to carry on long-term business, generally defined to include life, annuity and accident and health insurance, as a Class E insurer. Class E is the license class for long-term insurers and reinsurers with total assets of more than $500 million that are not registrable as a single-parent or multi-owner long-term captive insurer or reinsurer. NER Ltd. is not licensed to conduct general business and has not sought authorization as reinsurer in any state or jurisdiction of the U.S.

Cancellation of Insurer’s Registration

The BMA is entitled to cancel the registration of NER Ltd. if it fails to comply with its obligations under the Bermuda Insurance Act, or if the BMA believes that NER Ltd. has not been carrying on business in accordance with sound insurance principles.

Public Disclosure

The BMA requires all commercial insurers and insurance groups, subject to certain exceptions, to prepare and publish a financial condition report on their website.

Non-insurance Business

Class E insurers are not permitted to engage in non-insurance business unless such non-insurance business is ancillary to its core business. Non-insurance business means any business other than insurance business and includes carrying on investment business, managing an investment fund as operator, carrying on business as a fund administrator, carrying on banking business, underwriting debt or securities or otherwise engaging in investment banking, engaging in commercial or industrial activities and carrying on the business of management, sales or leasing of real property.

Annual Financial Statements, Annual Statutory Financial Return and Annual Capital and Solvency Return

Class E insurers must file annual statutory financial statements, a capital and solvency return and annual audited financial statements within four months of the end of each fiscal year, unless such deadline is specifically extended. The Bermuda Insurance Act also prescribes rules for the preparation and substance of statutory financial statements, which include detailed information and analysis regarding premiums, claims, reinsurance and investments of the insurer.

 

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Minimum Margin of Solvency, Enhanced Capital Requirement and Restrictions on Dividends and Distributions

Class E insurers must at all times maintain a minimum margin of solvency, which we refer to as MMS, and an enhanced capital requirement, which we refer to as ECR, in accordance with the provisions of the Bermuda Insurance Act and related regulation. The Bermuda Insurance Act and related regulation mandates certain actions and filings with the BMA if an insurer fails to meet and/or maintain its ECR or MMS including the filing of a written report detailing the circumstances giving rise to the failure and the manner and time within which the insurer intends to rectify the failure.

The MMS that a Class E insurer is required to maintain with respect to its long-term business is the greater of (1) $8 million, (2) 2% of the first $500 million of assets plus 1.5% of applicable assets above $500 million or (3) 25% of the ECR as reported at the end of the relevant year.

The BMA has embedded an EBS framework as part of the BSCR that forms the basis for an insurer’s ECR. The premise underlying the EBS framework is the idea that assets and liabilities should be valued on a consistent economic basis. Under the Bermuda Regulatory framework there are two solvency calculations: (1) a Class E insurer must have total statutory capital and surplus as reported on the insurer’s statutory balance sheet greater than the MMS calculated pursuant to the Insurance Account Rules 2016; and (2) under the Insurance (Prudential Standards) (Class C, Class D and Class E Solvency Requirement) Rules 2011 an insurer is required to maintain available statutory economic capital and surplus in an amount that is equal to or exceeds the value of its ECR.

A Class E insurer’s ECR is established by reference to the Class E BSCR model. Each BSCR model provides a method for determining an insurer’s capital requirements (statutory economic capital and surplus) by taking into account the risk characteristics of different aspects of the insurer’s business. The BSCR formula establishes capital requirements for fourteen categories of risk: fixed income investment risk, equity investment risk, long-term interest rate/liquidity risk, currency risk, concentration risk, credit risk, operational risk and seven categories of long-term insurance risk. For each category, the capital requirement is determined by applying shocks to asset, premium, reserve, creditor, probable maximum loss and operation items, with higher shocks applied to items with greater underlying risk and lower shocks for less risky items.

A Class E insurer which at any time fails to meet its applicable ECR shall, upon becoming aware of such failure or upon having reason to believe that such a failure has occurred, immediately notify the BMA in writing. Within 14 days of such notification, such insurer shall file with the BMA a written report containing details of the circumstances leading to the failure and a plan detailing the specific actions to be taken to rectify the failure, and the time within which the insurer intends to rectify the failure. Within 45 days of becoming aware of such failure, or of having reason to believe that such a failure has occurred, such insurer shall furnish the BMA with: (1) unaudited statutory economic balance sheets and unaudited interim statutory financial statements prepared in accordance with GAAP covering such period as the BMA may require; (2) an opinion of the approved actuary in relation to total long-term business insurance technical provisions as set out in the statutory economic balance sheet, where applicable; (3) a long-term business solvency certificate in respect of the financial statements; and (4) a capital and solvency return reflecting an ECR prepared using post-failure data where applicable.

Under the Bermuda Insurance Act, an insurer is prohibited from declaring or paying a dividend if in breach of its ECR or MMS or if the declaration or payment of such dividend would cause such a breach. Where an insurer fails to meet its MMS on the last day of any financial year, it is prohibited from declaring or paying any dividends during the next financial year without the approval of the BMA. The Bermuda Insurance Act also prohibits certain classes of insurer, including a Class E insurer, from paying a dividend in an amount exceeding 25% of the prior year’s total statutory capital and surplus, unless at least two members of the insurer’s board of directors and its principal representative sign and submit to the BMA an affidavit attesting that a dividend in excess of this amount would not cause such insurer to fail to meet its relevant margins. In certain instances, insurers are also required to provide prior notice to the BMA in advance of the payment of dividends. In the

 

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event that such an affidavit is submitted to the BMA in accordance with the Bermuda Insurance Act, and further subject to the insurer meeting its applicable MMS and ECR, such insurer is permitted to distribute up to the sum of 100% of statutory surplus and an amount less than 15% of its total statutory capital. Distributions in excess of this amount require the approval of the BMA. Further, certain insurers, including a Class E insurer, must obtain the BMA’s prior approval before reducing its total statutory capital as shown in its previous financial year statutory balance sheet by 15% or more. NER Ltd. will also be prohibited after registration as a Class E insurer from declaring or paying any dividends unless the value of its long-term business assets exceeds its long-term business liabilities, as certified by its approved actuary, by the amount of the dividend and at least the MMS. These restrictions on declaring or paying dividends and distributions under the Bermuda Insurance Act are in addition to those under the BCA which apply to all Bermuda companies. Under the BCA a company may not declare or pay a dividend, or make a distribution out of contributed surplus, if there are reasonable grounds for believing that: (1) the company is, or would after the payment be, unable to pay its liabilities as they become due, or (2) the realizable value of the company’s assets would thereby be less than its liabilities.

Eligible Capital

To enable the BMA to better assess the quality of the insurer’s capital resources, Class E insurers are required to disclose the makeup of its capital in accordance with the ‘3-tiered capital system.’ Under this system, all of the insurer’s capital instruments must be classified as either basic or ancillary capital. All capital instruments are further classified into one of three tiers based on their “loss absorbency” characteristics. Highest quality capital will be classified as Tier 1 Capital, lesser quality capital will be classified as either Tier 2 Capital or Tier 3 Capital. Under this regime, up to certain specified percentages of Tier 1, Tier 2 and Tier 3 Capital may be used to support the insurer’s MMS, ECR and TCL. The Bermuda Insurance Act requires that Class E insurers have Tier 1 Capital equal to or greater than 50% of the value of its ECR, Tier 2 Capital not greater than Tier 1 Capital and Tier 3 Capital of not more than 17.65% of the aggregate of its Tier 1 Capital and Tier 2 Capital.

The characteristics of the capital instruments that must be satisfied to qualify as Tier 1, 2 and 3 Capital are set forth in the Insurance (Eligible Capital) Rules 2012, and any amendments thereto. Under those rules, Tier 1, 2 and 3 Capital may, until January 1, 2026, include capital instruments with the following characteristics: (1) non-redeemable or settled only with the issuance of an instrument of equal or higher quality upon a breach in the ECR (Tier 1, 2 and 3 Capital); (2) coupon payment on the instrument be cancellable or deferrable indefinitely, upon breach in the ECR (Tier 1 and 2 Capital); or (3) coupon payment on the instrument be cancellable or deferrable indefinitely upon breach in the MMS (Tier 3 Capital).

Code of Conduct

Every Bermuda registered insurer must comply with the Insurance Code of Conduct, which we refer to as the Bermuda Code of Conduct, which prescribes the duties and standards that must be complied with to ensure sound corporate governance, risk management and internal controls are implemented. The BMA will assess an insurer’s compliance with the Bermuda Code of Conduct in a proportionate manner relative to the nature, scale and complexity of its business. Failure to comply with the requirements of the Bermuda Code of Conduct will be taken into account by the BMA in determining whether an insurer is conducting its business in a sound and prudent manner as prescribed by the Bermuda Insurance Act and may result in the BMA exercising its powers of intervention and investigation (see below) and, if applicable, will be a factor in calculating the operational risk charge under each insurer’s BSCR or approved internal model.

Fit and Proper Controllers

The BMA maintains supervision over the “controllers” of all registered insurers in Bermuda. For these purposes, a “controller” includes (1) the managing director of the registered insurer or its parent company, (2) the chief executive of the registered insurer or of its parent company, (3) a shareholder controller, and (4) any person in accordance with whose directions or instructions the directors of the registered insurer or its parent company are accustomed to act.

 

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The definition of shareholder controller is set out in the Bermuda Insurance Act but generally refers to (1) a person who holds 10% or more of the shares carrying rights to vote at a shareholders’ meeting of the registered insurer or its parent company, (2) a person who is entitled to exercise 10% or more of the voting power at any shareholders’ meeting of such registered insurer or its parent company or (3) a person who is able to exercise significant influence over the management of the registered insurer or its parent company by virtue of its shareholding or its entitlement to exercise, or control the exercise of, the voting power at any shareholders’ meeting.

Under the Bermuda Insurance Act, shareholder controller ownership is defined as follows:

 

Actual Shareholder Controller Voting Power

   Defined Shareholder
Controller Voting Power
 

10% or more but less than 20%

     10

20% or more but less than 33%

     20

33% or more but less than 50%

     33

50% or more

     50

Where the shares of a registered insurer, or the shares of its parent company, are traded on a recognized stock exchange, and such shareholder becomes a 10%, 20%, 33%, or 50% shareholder controller of the insurer, that shareholder shall, within 45 days, notify the BMA in writing that such shareholder has become, or as a result of a disposition ceased to be, a controller of any such category.

Any person or entity who contravenes the Bermuda Insurance Act by failing to give notice or knowingly becoming a controller of any description before the required 45 days has elapsed is guilty of an offense under Bermuda law and liable to a fine of $25,000 on summary conviction.

The BMA may file a notice of objection to any person or entity who has become a controller of any category when it appears that such person or entity is not, or is no longer, fit and proper to be a controller of the registered insurer. Before issuing a notice of objection, the BMA is required to serve upon the person or entity concerned a preliminary written notice stating the BMA’s intention to issue formal notice of objection. Upon receipt of the preliminary written notice, the person or entity served may, within 28 days, file written representations with the BMA which shall be taken into account by the BMA in making its final determination. Any person or entity who continues to be a controller of any description after having received a notice of objection is guilty of an offense and liable on summary conviction to a fine of $25,000 (and a continuing fine of $500 per day for each day that the offense is continuing) or, if convicted on indictment, to a fine of $100,000 and/or 2 years in prison.

Notification of Material Changes

All registered insurers are required to give notice to the BMA of their intention to effect a material change within the meaning of the Bermuda Insurance Act. For the purposes of the Bermuda Insurance Act, the following changes are material: (1) the transfer or acquisition of insurance business, including portfolio transfers or corporate restructurings, pursuant to a court-approved scheme of arrangement under Section 25 of the Bermuda Insurance Act or Section 99 of the BCA, (2) the amalgamation with or acquisition of another firm, (3) engaging in unrelated business that is retail business, (4) the acquisition of a controlling interest in an undertaking that is engaged in non-insurance business which offers services and products to persons who are not affiliates of the insurer, (5) outsourcing all or substantially all of the company’s actuarial, risk management, compliance or internal audit functions, (6) outsourcing all or a material part of an insurer’s underwriting activity, (7) the transfer other than by way of reinsurance of all or substantially all of a line of business, (8) the expansion into a material new line of business, (9) the sale of an insurer and (10) outsourcing of an “officer” role, as such term is defined by the Bermuda Insurance Act.

 

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Once registered as a Class E insurer, NER Ltd. may not take any steps to give effect to a material change unless they have first served notice on the BMA that they intend to effect such material change and before the end of 30 days, either the BMA has notified NER Ltd. in writing that the BMA has no objection to such change or that period has lapsed without the BMA having issued a notice of objection.

Before issuing a notice of objection, the BMA is required to serve upon the insurer a preliminary written notice stating the BMA’s intention to issue formal notice of objection. Upon receipt of the preliminary written notice, the insurer may, within 28 days, file written representations with the BMA, which the BMA would take into account in making its final determination.

Supervision, Investigation and Intervention

The BMA may appoint an inspector with powers to investigate the affairs of an insurer if the BMA believes that an investigation is required in the interests of the insurer’s policyholders or potential policyholders. In order to verify or supplement information otherwise provided to the inspector, the BMA may direct an insurer to produce documents or information relating to matters connected with its business.

If it appears to the BMA that there is a risk of an insurer becoming insolvent, or that it is in breach of the Bermuda Insurance Act or any conditions imposed upon its registration, the BMA may, among other things, direct the insurer (1) not to take on any new insurance business, (2) not to vary any insurance contract if the effect would be to increase its liabilities, (3) not to make certain investments, (4) to liquidate certain investments, (5) to maintain or transfer to the custody of a specified bank, certain assets, (6) not to declare or pay any dividends or other distributions or to restrict the making of such payments, (7) to limit its premium income, (8) not to enter into any specified transaction with any specified persons or persons of a specified class, (9) to provide the BMA with such financial information regarding the insurer as the BMA may request, (10) to obtain the opinion of an actuary loss reserve specialist for submission to the BMA, and (11) to remove a controller or officer.

Exchange Control

The permission of the BMA is required, pursuant to the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of shares of Bermuda companies to or from a non-resident of Bermuda for exchange control purposes, other than in cases where the BMA has granted permission. The BMA, in its notice to the public dated June 1, 2005, granted a general permission on which we intend to rely, for the issue and subsequent transfer of securities of a Bermuda company from and/or to a non-resident of Bermuda for exchange control purposes in a number of circumstances, including for so long as any shares of the company entitled to vote for or appoint one or more directors of the company are listed on an “Appointed Stock Exchange” (which includes the NYSE and the TSX).

Economic Substance Act 2018

Similar to the economic substance legislation in the Cayman Islands, in December 2018, the Bermuda ESA came into effect in Bermuda. Under the provisions of the Bermuda ESA, every Bermuda registered entity, other than an entity which is resident for tax purposes in certain jurisdictions outside of Bermuda, that carries on as a business any one or more “relevant activities” referred to in the Bermuda ESA must satisfy economic substance requirements by maintaining a substantial economic presence in Bermuda. Under the Bermuda ESA, insurance or holding entity activities (both as defined in the Bermuda ESA and Economic Substance Regulations 2018) are relevant activities. To the extent that the Bermuda ESA applies to any of our entities registered in Bermuda, we will be required to demonstrate compliance with economic substance requirements by filing an annual economic substance declaration with the Registrar of Companies in Bermuda.

Any entity that must satisfy economic substance requirements but fails to do so could face automatic disclosure to competent authorities in the E.U. of the information filed by the entity with the Bermuda Registrar

 

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of Companies in connection with the economic substance requirements and may also face financial penalties, restriction or regulation of its business activities and/or removal from the list of registered entities in Bermuda.

Anti-Money Laundering, Anti-Terrorist Financing and Proceeds of Crime Legislation

The key elements of the anti-money laundering and anti-terrorist framework in Bermuda include the Proceeds of Crime Act 1997, the Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing) Regulations 2008, the Anti-Terrorism (Financial and Other Measures) Act 2004, the Financial Intelligence Agency Act 2007; the Proceeds of Crime (Anti-Money Laundering and Anti-Terrorist Financing Supervision and Enforcement) Act 2008 and Guidance Notes for Regulated Financial Institutions on Anti-Money Laundering and Anti-Terrorist Financing, September 2016 (which we collectively refer to as the Bermuda AML Framework).

Our company and NER Ltd. must each comply with their respective obligations under the Bermuda AML Framework including the requirement to report suspicious activity in accordance with the Proceeds of Crime Act 1997. Bermuda money laundering offences include: (i) concealing or transferring proceeds of criminal conduct; (ii) assisting another to retain proceeds of criminal conduct; (iii) acquisition, possession or use of proceeds of criminal conduct; (iv) failure to disclose knowledge or suspicion of money laundering; and (v) tipping off.

Bermuda incorporated entities, such as our company and NER Ltd., must also comply with the requirements imposed under the International Sanctions Act 2003 and International Sanctions Regulations 2013, which we refer to as the Bermuda Sanctions Regime. Each of our company and NER Ltd. will have risk-based systems and procedures in place to ensure that it is not subject to, involved with, or does business within a sanctioned or embargoed country or with a sanctioned entity or individual.

There are serious consequences for failing to comply with the Bermuda AML Framework and Bermuda Sanctions Regime, including criminal penalties. The Bermuda AML Framework also gives investigative powers to law enforcement agencies to undertake production orders, search warrants and monitoring orders. The BMA has enforcement powers and can impose civil penalties on institutions that it determines have failed to comply.

Privacy Laws

PIPA regulates how any individual, entity or public authority may use personal information. PIPA reflects a set of internationally accepted privacy principles and good business practices for the use of personal information. Although PIPA was passed on July 27, 2016, the sections that are currently in effect are limited to those that relate to the establishment and appointment of the PIPA commissioner, the hiring of the PIPA commissioner’s staff, and the general authority of the PIPA commissioner to inform the public about PIPA. The date for further implementation of the PIPA has yet to be confirmed, but is expected to occur in the first half of 2021.

Canada

Brookfield Annuity is governed by the ICA. The ICA is administered, and activities of Brookfield Annuity are supervised, by OSFI, the primary regulator of Canadian federal financial institutions.

The ICA requires the filing of annual and other reports on the financial condition of insurance companies, provides for periodic examinations of insurance companies’ affairs, imposes restrictions on transactions with related parties, and sets out requirements governing certain aspects of insurance companies’ businesses.

OSFI has extensive powers to intervene in the affairs of regulated insurance companies, including the power to request information or documents, to conduct investigations, to require that appropriate actions are taken to address issues identified by OSFI and to levy fines. OSFI may intervene and assume control of an insurance company governed by the ICA if OSFI deems that the amount of the company’s available capital is not sufficient.

 

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Capital Requirements

The ICA requires Canadian insurance companies to maintain adequate levels of capital at all times.

Capital requirements for Brookfield Annuity are governed by the LICAT guideline. LICAT uses a risk-based approach for measuring specified risks and for aggregating the results to calculate the amount of regulatory capital required to support these risks. LICAT measures the capital adequacy of a life insurer using a Total Ratio and a Core Ratio and is one of several indicators used by OSFI to assess a life insurer’s financial condition. The Total Ratio is the Available Capital plus Surplus Allowance and Eligible Deposits divided by a Base Solvency Buffer as described below.

Available Capital under LICAT includes common shares, contributed surplus, retained earnings, the participating account, accumulated currency translation account, unrealized gains and losses on available for sale equity and debt securities, qualifying preferred shares, innovative capital instruments and subordinated debt. Under LICAT, certain deductions are made from Available Capital, including but not limited to goodwill, intangible assets, a portion of deferred tax assets, and controlling interests in non-life financial corporations.

The calculation of the Total Ratio takes into consideration other aspects of the balance sheet that are available as loss absorbing capacity, including the Surplus Allowance and Eligible Deposits. The Surplus Allowance includes the provisions for adverse deviations for non-economic and risk-free interest rate assumptions. The Eligible Deposits consist of the excess deposits held for unregistered reinsurers and claims fluctuation reserves.

The Base Solvency Buffer is equal to the aggregated capital requirements, net of credits for diversification and qualifying participating and adjustable products, multiplied by a scalar of 1.05. The capital requirements cover the following five risk components: market risk, credit risk, insurance risk, operational risk and segregated funds guarantee risk.

LICAT sets a Supervisory Target Total Ratio of 100% and a minimum Total Ratio of 90%. OSFI expects each life insurance company to establish an internal target capital level that provides a cushion above the regulatory requirements. This cushion allows for coping with volatility in markets and economic conditions and enhances flexibility in capital management to consider aspects such as innovations in the industry, consolidation trends and international developments. OSFI may require that a higher amount of capital be available, taking into account such factors as operating experience and diversification of asset or insurance portfolios.

Investment Powers

Under the ICA, Brookfield Annuity must maintain a prudent portfolio of investments and loans, subject to certain overall limitations on the amount it may invest in certain classes of investments. Additional restrictions (and in some cases, the need for regulatory approvals) limit the type of investment that Brookfield Annuity can make in excess of 10% of the voting rights or 25% of the equity of any entity.

Restrictions on Shareholder Dividends and Capital Transactions

The ICA prohibits the declaration or payment of any dividend on shares of an insurance company if there are reasonable grounds for believing an insurance company does not have adequate capital and adequate and appropriate forms of liquidity, or declaration or the payment of the dividend would cause the insurance company to be in contravention of any regulation made under the ICA respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity, or any direction made to the company by the Superintendent. The ICA also requires an insurance company to notify the Superintendent of the declaration of a dividend at least 15 days prior to the date fixed for its payment. There is no current intention that Brookfield Annuity will pay dividends.

 

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The ICA also prohibits the purchase for cancellation of shares issued by an insurance company or the redemption of redeemable shares or other similar capital transactions, if there are reasonable grounds for believing that the company does not have, or the payment would cause the company not to have, adequate capital or liquidity, or upon any direction made by the Superintendent. Further, any redemption or purchase for cancellation of shares issued by an insurance company or similar capital transactions are prohibited without the prior approval of the Superintendent.

Constraints on Shares

The ICA contains restrictions on the purchase or other acquisition, issue, transfer and voting of the shares of Brookfield Annuity. Pursuant to these restrictions, no person is permitted to acquire any shares of Brookfield Annuity if the acquisition would cause the person to have a “significant interest” in any class of shares of Brookfield Annuity, unless the prior approval of the Minister of Finance (Canada) is obtained. In addition, Brookfield Annuity is not permitted to record in its securities register any transfer or issue of shares if the transfer or issue would cause the person to have a “significant interest” in Brookfield Annuity.

A person has a significant interest in a class of shares of Brookfield Annuity where the aggregate of any shares of that class beneficially owned by that person, any entity controlled by that person and by any person associated or acting jointly or in concert with that person exceeds 10% of all the outstanding shares of that class of shares of Brookfield Annuity.

If a person contravenes these restrictions, the Minister of Finance may, by order, direct such person to dispose of all or any portion of those shares. In addition, the ICA prohibits life insurance companies, including Brookfield Annuity, from recording in its securities register a transfer or issue of any share to Her Majesty in right of Canada or of a province, an agent or agency of Her Majesty, a foreign government or an agent or agency of a foreign government and provides further that no person may exercise the voting rights attached to those shares of an insurance company. The ICA exempts from such constraints certain foreign financial institutions which are controlled by foreign governments and eligible agents provided certain conditions are satisfied.

Provincial/Territorial Insurance Regulation

In Canada, life insurance is also subject to regulation and supervision in each province and territory in Canada. Provincial/territorial insurance regulation is primarily concerned with market conduct matters, the rights and obligations under insurance contracts, and the licensing and oversight of insurance intermediaries. In addition to those regulations, guidelines adopted by the Canadian Life and Health Insurance Association govern several aspects of Brookfield Annuity’s business.

Client Protection for Financial Institution Failure

Brookfield Annuity’s policyholders are provided protection from an insolvency through Assuris, a not for profit organization that is funded by its member insurance companies, which we refer to as Assuris. Every life insurance company authorized to sell insurance policies in Canada is required, by the federal, provincial and territorial regulators, to become a member of Assuris. Assuris provides separate protection for individual, group, registered and non-registered, life insurance policies and annuity policies.

Anti-Money Laundering and Proceeds of Crime Legislation

The Criminal Code (Canada) establishes offences relating to money laundering (and the giving of assistance in such activities). The Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), which we refer to as the PCMLTA, and its regulations apply to relevant financial businesses including banks, trust companies and licensed insurers. The PCMLTFA confers expansive information gathering powers upon the Financial Transactions Reports Analysis Centre of Canada. Regulated institutions must, amongst other things,

 

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(i) verify their clients’ identity and bona fides, (ii) assess money laundering and terrorist financing risks and take appropriate mitigation measures, (iii) monitor, recognize and report suspicious transactions, (iv) maintain certain records for the time period prescribed, and (v) train employees and staff to recognize possible unlawful activities.

Privacy Laws

Canadian Privacy Laws, primarily the federal Personal Information Protection and Electronic Documents Act, which we refer to as PIPEDA, govern the collection, use and disclosure of personal information by Brookfield Annuity, including how personal information must be protected domestically and when transferred outside of Canada. Canadian Privacy Laws are enforced by the federal Office of the Privacy Commissioner of Canada and provincial Information and Privacy Commissioners. The federal government has recently tabled a bill that proposes to replace the data protection parts of PIPEDA with new legislation that will increase organizations’ obligations to individuals in some respects. However, that legislation is not expected to come into force before 2022.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

This management’s discussion and analysis, which we refer to as MD&A, covers the financial position as at December 31, 2020 and December 31, 2019, as well as the results of operations for the years ended December 31, 2020, 2019 and 2018, of our predecessor BAH. The information in this MD&A should be read in conjunction with the audited consolidated financial statements as at December 31, 2020 and December 31, 2019 and for each of the three years in the period ended December 31, 2020 of BAH, and the accompanying notes to such financial statements contained elsewhere in this prospectus, which are prepared in accordance with IFRS, as issued by the IASB.

In addition to historical information, this MD&A contains forward-looking statements. Readers are cautioned that these forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements. See “Special Note Regarding Forward-Looking Information”.

Basis of Presentation

Our company is a newly formed company incorporated under the laws of Bermuda created for the purpose of consolidating our predecessor entities and facilitating the special dividend by Brookfield Asset Management of our class A exchangeable shares.

As part of the special dividend, it is anticipated that our wholly-owned subsidiary, BAM Re Holdings, will acquire BAH and its wholly owned subsidiaries, Brookfield Annuity, NER Ltd. and NER SPC, through the Transactions. Our company and BAH are indirect wholly-owned subsidiaries of Brookfield Asset Management and therefore the Transactions are common control transactions recorded at historical carrying values. BAH is our predecessor for financial reporting purposes.

The principal operating entities of our company generally maintain their own independent management and infrastructure.

Overview of Our Business

Our company was established by Brookfield Asset Management to own and operate a leading reinsurance business focused on providing capital-based solutions to insurance companies and their stakeholders. Through our operating subsidiaries, we will provide annuity-based reinsurance products to insurance and reinsurance companies and will also act as a direct issuer of pension risk transfer products for pension plan sponsors. In doing so, we seek to match long-duration liabilities with a portfolio of high-quality investments in order to generate attractive, risk-adjusted returns within our business. We intend to leverage our relationship with Brookfield in order to opportunistically source new business and deploy our capital in assets that are tailored to our investment needs. Our relationship with Brookfield provides us with access to a diverse mix of leading alternative investment strategies that we believe are well suited for this purpose.

Our principal investment is a 100% economic interest in BAH, which in turn fully owns our pension risk transfer business operated through Brookfield Annuity, a Canadian domiciled, licensed and regulated direct life insurance company.

We currently have a single operating segment related to our pension risk transfer business. Going forward, we plan to focus primarily on growing our annuities-based reinsurance business, which we refer to as our annuities business. Over time, we may look for opportunities to expand our reinsurance business to cover other longer-duration products such as life insurance and structured settlements. See “Our Business” for further details.

 

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Annuities

Within our annuities business, we are focused primarily on the reinsurance of annuity-based products, and will primarily seek to reinsure annuity-based products for direct insurers and other reinsurers operating in North America and Western Europe.

Annuities are insurance contracts that provide a defined income stream, typically for retirement planning. Policyholders deposit money with an insurance company in return for a fixed stream of cash flows either immediately or in the future. Reinsurance is an arrangement whereby an insurance company, the reinsurer, agrees to indemnify another insurance company, referred to as the ceding company or cedant, for all or a portion of the insurance risks that are underwritten by the ceding company. Reinsurance serves multiple purposes, including to (1) transfer insurance risk off of a ceding company’s balance sheet, enabling it to more efficiently manage balance sheet capacity to increase the volume of business it can underwrite, (2) stabilize a ceding company’s operating results, (3) assist the cedant in achieving applicable regulatory requirements, and (4) optimize the overall financial strength and capital structure of the cedant.

Reinsurance may be structured as a block transaction, pursuant to which a reinsurer contractually assumes assets and liabilities associated with an in-force book of business, or as a flow arrangement, pursuant to which a reinsurer contractually agrees to assume assets and liabilities for future business.

We primarily seek to reinsure three types of annuity products: fixed annuities, fixed index annuities and payout annuities.

Fixed Annuities

A FA is a type of insurance contract that provides a fixed rate of investment return (often referred to as a crediting rate) for a specified period of time. Fixed rate reset annuities have a crediting rate that is typically guaranteed for a period of one year, after which insurers are able to change the crediting rate at their discretion, generally to any rate at or above a previously guaranteed minimum rate.

Insurers earn income on FA contracts by generating a net investment spread, which is based on the difference between income earned on the investments supporting the liabilities and the crediting rate owed to customers.

Fixed Index Annuities

A FIA is an insurance contract in which the policyholder makes one or more premium deposits that earn interest at a crediting rate based on a specified market index. Policyholders are entitled to recurring or lump sum payments for a specified period of time. FIAs provide policyholders with the ability to earn interest without significant downside risk to their principal balance. A market index tracks the performance of a specific group of stocks or other assets representing a particular segment of the market, or in some cases, an entire market. A policyholder’s crediting rate in relation to a market index is based on the change in the relevant market index, subject to a pre-defined cap (a maximum rate that may be credited), spread (a credited rate determined by reducing a specific rate from the index return) and/or a participation rate (a credited rate equal to a percentage of the index return).

Insurers earn income on FIA contracts based on a net investment spread, which is the difference between income generated on investments supporting the liabilities and the interest that is credited to policyholders.

Payout Annuities

A payout annuity is an income-generating insurance product. In exchange for a lump sum premium, the policyholder receives a series of guaranteed income payments for one lifetime, two lifetimes or a specified period of time.

 

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Insurers earn income on payout annuity contracts based on a net investment spread, which is the difference between income generated on investments supporting the liabilities and the interest that is credited to policyholders.

We intend to operate our annuities business through NER SPC and, once licensed, NER Ltd. As of the date of this prospectus, we have not entered into any reinsurance contracts.

Pension Risk Transfer

Pension risk transfer is the transfer by a corporate sponsor of the risks (or some of the risks) associated with the sponsorship and administration of a pension plan, in particular, investment risk and longevity risk, which is the risk of an increase in life expectancy of plan beneficiaries. These risks can be transferred either to an insurer like us through a group annuity transaction, or to an individual through a lump sum settlement payment. Pension risk transfer using insurance typically involves a single premium group annuity contract that is issued by an insurer, permitting the corporate pension plan sponsor to discharge certain pension plan liabilities from its balance sheet.

A pension risk transfer insurance transaction may be structured as either a buy-out annuity or a buy-in annuity. Under a buy-out annuity, a direct insurer enters into a group annuity contract with the plan sponsor and assumes the liability to fund, administer and pay benefits covered under the contract directly to the individual pension plan members covered under the contract. Under a buy-in annuity, the insurer enters into a group annuity contract with the plan sponsor and is liable to fund and pay the benefits covered under the contract to the pension plan fund, with the plan sponsor retaining the liability to administer and pay pension benefits to plan members. In both cases, the insurer assumes the investment and longevity risk.

Insurers earn income on buy-out and buy-in group annuities by generating a net investment spread, which is based on the difference between income earned on the investments supporting the annuity contract and the cost of the pension liabilities assumed.

Today, our pension risk transfer business is operated primarily through Brookfield Annuity, a Canadian domiciled, licensed and regulated direct life insurance company that provides pension risk transfer solutions to organizations across Canada. Brookfield Annuity is led by a team of experts with an average of over 25 years of experience in group annuities, pensions, insurance and investments.

Brookfield Annuity was incorporated in August 2016 as a wholly-owned indirect subsidiary of Brookfield Asset Management and wrote its first group annuity policy in the first quarter of 2017. As of December 31, 2020, Brookfield Annuity had $1.4 billion (C$1.7 billion) of policyholder reserves.

Life Insurance

Although today our business is focused primarily on annuity-based products, in the future we may look to expand our reinsurance business to cover other longer-duration products, including life insurance. Life insurance is a contract between an insurer and the insured person in which the insurer guarantees payment of a death benefit to named beneficiaries in exchange for premiums paid by the insured person. Insurers generate income based upon the income earned on assets invested in connection with the policy relative to the cost of administration and the death benefit paid.

The following financial data is derived from our predecessor’s financial statements that are prepared in accordance with IFRS. Non-IFRS measures used in this MD&A are reconciled to or calculated from such values. All dollar references, unless otherwise stated, are in U.S. Dollars.

 

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Key Financial Data

The following presents key financial data of our company:

 

FOR THE YEARS ENDED DEC. 31

US$ THOUSANDS

   2020     2019     2018  

Gross premiums

   $ 431,070     $ 503,688   $ 160,146

Net premiums

     430,436       325,109     160,146

Net income (loss) for the year

     1,608       5,527     (507

Net income (loss) per share

     18.92       67.72     (7.20

FFO1

     2,054       5,744     (278

Adjusted EBITDA1

     2,688       6,068     (167

Adjusted ROE1

     2     9     (1 )% 

Net investment spread2

     0.49     0.64     0.69

AUM2

     1,192,465       701,538     372,747

 

1.

FFO, Adjusted EBITDA and Adjusted ROE are Non-IFRS measures. See “—Performance Measures Used by Management” and “—Reconciliation of Non-IFRS Measures”.

2.

For a description of net investment spread and AUM, see “—Performance Measures Used by Management”.

Operating Results and Financial Review

Results of Operations

Comparison of the Years Ended December 31, 2020, 2019 and 2018.

The following table summarizes the financial results of our business for the years ended December 31, 2020, 2019 and 2018:

 

FOR THE YEARS ENDED DEC. 31

US$ THOUSANDS

   2020      2019      2018  

Premiums

        

Gross

   $ 431,070      $ 503,688    $ 160,146

Ceded

     (634      (178,579      —    
  

 

 

    

 

 

    

 

 

 

Net premiums

     430,436        325,109      160,146

Net investment income

     83,918        57,097      741

Net investment results from funds withheld

     (117      
  

 

 

    

 

 

    

 

 

 

Total revenues

     514,237        382,206      160,887
  

 

 

    

 

 

    

 

 

 

Benefits paid on insurance contracts

        

Gross

     63,349        38,645      13,408

Ceded

     (24,569      (13,502      —    

Change in insurance contract liabilities

        

Gross

     457,114        537,809      142,904

Ceded

     10,496        (193,033      —    

Operating expenses

     5,605        6,436      4,971

Interest expense

     93        166      111
  

 

 

    

 

 

    

 

 

 

Total benefits and expenses

     512,088        376,521      161,394
  

 

 

    

 

 

    

 

 

 

Net income (loss) before income taxes

     2,149        5,685      (507

Income tax expense

     (541      (158      —    
  

 

 

    

 

 

    

 

 

 

Net income (loss) for the year

   $ 1,608      $ 5,527    $ (507
  

 

 

    

 

 

    

 

 

 

Net income (loss) per share

   $ 18.92      $ 67.72    $ (7.20
  

 

 

    

 

 

    

 

 

 

 

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2020 vs. 2019

For the year ended December 31, 2020, we reported net income of $1.6 million. This compares to net income of $5.5 million for the year ended December 31, 2019.

Gross premiums decreased by $72.6 million in 2020 relative to the same period in 2019. This decrease was due to a lower number of pension risk transfer, or PRT, deals closed during the period. Ceded premiums decreased by $177.9 million relative to the prior year. This is primarily related to one significant coinsurance reinsurance transaction in 2019 where we ceded $178.6 million of premiums.

Net investment income increased by $26.8 million in 2020, relative to the same period in 2019. Net investment income comprises of interest and dividends received, as well as realized and unrealized gains and losses on financial instruments. Interest and dividends received increased by $8.5 million reflecting the growth in the investment portfolio. Realized gains on financial instruments were lower by $5.8 million in 2020, relative to 2019, due to lower disposal activity in the year. Unrealized gains and losses on financial instruments in 2020 were positively impacted by strong mark-to-market performance of investments during the second half of the year resulting in $51.3 million of unrealized gains on investments and derivatives in 2020, relative to $27.0 million in 2019.

Gross benefits paid to policyholders increased by $24.7 million in 2020 due to the increase in new business within pension risk transfer. Ceded benefits represent amounts received from reinsurers. Ceded benefits in 2020 increased by $11.1 million compared with the same period in 2019 as 2020 reflects the first full year of amounts received from reinsurers on treaties entered into in 2019. The company also entered into one additional reinsurance treaty in 2020.

The gross change in insurance contract liabilities in 2020 decreased by $80.7 million compared to the same period in 2019. The change in gross contract liabilities was primarily due to the impact of market movements, such as decreasing interest rates. Ceded change in insurance contract liabilities increased by $203.5 million due to the impact of market movements on the ceded reserves in 2020.

Operating expenses decreased by $0.8 million due to a capital and sales tax recovery recognized in 2020.

2019 vs. 2018

For the year ended December 31, 2019, we reported net income of $5.5 million. This compares to a net loss of $0.5 million for the year ended December 31, 2018.

Gross premiums increased by $343.5 million in 2019 relative to the same period in 2018. This increase was due to a higher number of pension risk transfer deals closed during the period. Ceded premiums increased by $178.6 million relative to the prior year. This is primarily related to one coinsurance reinsurance transaction where we ceded $178.3 million of premiums.

Net investment income increased by $56.4 million in 2019, relative to the same period in 2018. Net investment income comprises of interest received, as well as realized and unrealized gains and losses on financial instruments. Unrealized gains and losses on financial instruments in 2018 was negatively impacted by the market-wide negative performance in late December 2018. Interest received increased by $10.6 million reflecting the growth in the investment portfolio. In 2019, we reported a gain on financial instruments of $36.2 million compared to a loss of $9.3 million in 2018. The increase in fair value movements is largely due to the positive impact of market movements in 2019 from a reduction in risk free rates and a tightening of credit spreads.

Gross benefits paid to policyholders increased by $25.2 million in 2019 due to the increase in new business within pension risk transfer. In 2019, we entered into our first reinsurance transactions with third party reinsurers.

 

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The net change in insurance contract liabilities was comprised of a gross increase of $394.9 million and a decrease due to ceded insurance contract liabilities of $193.0 million, compared to the prior year. The change in gross and ceded insurance contract liabilities were primarily due to new pension risk transfer and reinsurance transactions within our pension risk transfer business completed during the year and the impact of market movements, such as decreasing interest rates. This was partially offset by benefit payments to policyholders and the impact of actuarial assumptions.

Operating expenses increased by $1.5 million due to higher professional fees incurred during 2019.

The following table summarizes the financial position as at December 31, 2020 and December 31, 2019:

 

AS AT

US$ THOUSANDS

   Dec. 31,
2020
     Dec. 31,
2019
 

Statement of Financial Position

     

Cash and cash equivalents

   $ 35,461      $ 13,361

Investments

     1,192,465        701,538

Reinsurance assets

     190,070        197,164

Other assets

     22,259        14,648
  

 

 

    

 

 

 

Total assets

   $ 1,440,255      $ 926,711
  

 

 

    

 

 

 

Insurance contract liabilities

   $ 1,338,730      $ 856,364

Other liabilities

     18,362        4,891
  

 

 

    

 

 

 

Total liabilities

     1,357,092        861,255
  

 

 

    

 

 

 

Total equity

     83,163        65,456
  

 

 

    

 

 

 

Total liabilities and equity

   $ 1,440,255      $ 926,711
  

 

 

    

 

 

 

December 31, 2020 vs. December 31, 2019

Investments increased by $490.9 million over the period, primarily as a result of pension risk transfer deals closed during the period. Insurance contract liabilities increased $482.4 million during the year as a result of the new pension risk transfer deals closed during the year, as noted above.

Pension Risk Transfer Business

Our operations are organized into one business segment, pension risk transfer.

Pension risk transfer includes the management of assets to fund future pension risk transfer obligations of our annuitants. We measure operating performance primarily using FFO. FFO measures our ability to acquire net pension assets at a positive margin, and invest these assets at a return that is greater than the accretion of the annuitants’ liabilities.

Our pension risk transfer business also includes the management of our corporate overhead and liquidity to fund our on-going operations. Corporate costs generally consist of our corporate interest expense and on-going overhead costs to support the business.

 

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The following table presents gross premiums, FFO and Adjusted EBITDA of our operating performance, disaggregated between our pension risk transfer operations and the corporate, general and administrative costs incurred to run the operations:

 

FOR THE YEARS ENDED DEC. 31
US$ THOUSANDS
  Gross premiums     FFO1     Adjusted EBITDA1  
  2020     2019     2018     2020     2019     2018     2020     2019     2018  

Gross premiums / pension risk transfer earnings

  $ 431,070     $ 503,688   $ 160,146   $ 7,847     $ 12,287   $ 4,575   $ 7,847     $ 12,287     $ 4,575

Interest expense

    —         —         —         (93 )&nb