Filed Pursuant to General Instruction II.L.
of Form F-10
File Nos. 333-279601 and 333-279601-02
A copy of this preliminary prospectus
supplement has been filed with the securities regulatory authorities in each of the provinces of Canada, and with the U.S. Securities
and Exchange Commission pursuant to an effective U.S. registration statement, but has not yet become final for the purpose of the sale
of securities. Information contained in this preliminary prospectus supplement may not be complete and may have to be amended. This prospectus
supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any U.S. state where
the offer or sale is not permitted.
No securities regulatory authority has expressed
an opinion about these securities and it is an offence to claim otherwise.
This prospectus supplement together with the
short form base shelf prospectus to which it relates dated May 31, 2024, as amended or supplemented, and each document incorporated
by reference in the short form base shelf prospectus, as amended or supplemented, constitutes a public offering of these securities only
in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.
Information has been incorporated by reference
in this prospectus supplement and the accompanying short form base shelf prospectus to which it relates, as amended or supplemented, from
documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by
reference may be obtained on request without charge from the office of the Corporate Secretary of the Company at Brookfield Place, Suite 100,
181 Bay Street, Toronto, Ontario, Canada, M5J 2T3, Telephone: (416) 363-9491, and are also available electronically at
www.sedarplus.ca.
SUBJECT TO COMPLETION,
DATED JUNE 17, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To a Short Form Base Shelf Prospectus
Dated May 31, 2024)
BROOKFIELD FINANCE
INC.
| |
US$ |
5.968% Notes due March 4, 2054 |
|
| |
|
|
|
| |
US$ |
% Notes due , 2035 |
|
Fully and unconditionally
guaranteed by Brookfield Corporation
Brookfield
Finance Inc. (“BFI”) is offering US$ aggregate principal amount of 5.968% notes due March 4, 2054 (the “2054
notes”) and US$ aggregate principal amount of % notes due , 2035 (the “2035 notes” and, together with the
2054 notes, the “notes”). BFI will pay interest on the 2054 notes each March 4 and September 4. BFI will
pay interest on the 2035 notes each and . BFI will make the first interest payments on the 2054 notes and 2035 notes on September 4,
2024 and , 2024, respectively. Unless BFI redeems the notes earlier, the 2054 notes will mature on March 4, 2054 and the 2035
notes will mature on , 2035. BFI may redeem some or all of the notes of a series at any time at the applicable Redemption Price (as defined
herein). BFI will be required to make an offer to purchase the notes of a series at a price equal to 101% of their principal amount,
plus accrued and unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event (as defined
herein) in respect of the notes of such series. BFI may also redeem all of the notes of a series at any time in the event that certain
changes affecting Canadian income taxation occur. The notes will be fully and unconditionally guaranteed as to payment of principal,
premium (if any) and interest and certain other amounts by Brookfield Corporation (the “Company” and collectively
with its direct and indirect subsidiaries, including BFI, “Brookfield”).
BFI
currently has outstanding US$750,000,000 aggregate principal amount of the 2054 notes (the “original 2054 notes”).
The 2054 notes offered hereby have the same terms as the original 2054 notes, except for the issue date and the issue price. The 2054
notes offered under this prospectus supplement will have the same CUSIP number as the original 2054 notes and will trade interchangeably
with such notes immediately upon settlement. Upon closing of this offering, the aggregate principal amount of the 2054 notes, together
with the original 2054 notes, and assuming all 2054 notes offered hereby are sold, will be US$ .
The
2035 notes are a new series of securities with no established trading market. The notes are not and will not be listed on a securities
exchange or quotation system and consequently, there is no market through which the notes may be sold and purchasers may not be able
to resell the notes purchased under this prospectus supplement. This may affect the pricing of the notes in the secondary market, the
transparency and availability of trading prices, the liquidity of the notes and the extent of issuer regulation. See “Risk Factors”.
Investing
in the notes involves risks. See “Risk Factors” beginning on page S-4.
| | |
Per 2054 Note | | |
Total 2054
Notes | |
Per 2035 Note |
| |
Total 2035
Notes |
| Public Offering Price(1) | |
| | %(2) | |
US$ | |
|
% | |
US$ |
| Underwriting Fees(3) | |
| | % | |
US$ | |
|
% | |
US$ |
| Proceeds to BFI (before expenses) | |
| | % | |
US$ | |
|
% | |
US$ |
| (1) | The
effective yield of the 2054 notes, if held to March 4, 2054 will be %, and the effective
yield of the 2035 notes, if held to , 2035, will be %. |
| (2) | Plus
accrued interest from and including March 4, 2024 to, but excluding, the date of delivery,
in the amount of US$ . Accrued interest must be paid by the purchasers of the 2054 notes. |
| (3) | No
underwriting discount or commissions will be paid in respect of US$ principal amount (if
any) of notes sold by one or more of the underwriters to affiliates of Brookfield Reinsurance
Ltd. (“BNRE”) at the public offering prices (the “BNRE purchased
notes”). |
Interest
on the 2054 notes will accrue from March 4, 2024. Interest on the 2035 notes will accrue from , 2024. The offering prices of
the notes will be payable in U.S. dollars.
This
offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States
and Canada, to prepare this prospectus supplement and the accompanying base shelf prospectus in accordance with Canadian disclosure requirements.
Prospective investors should be aware that such requirements are different from those of the United States. The financial statements
of the Company incorporated herein have been prepared in accordance with International Financial Reporting Standards as issued by the
International Accounting Standards Board (“IFRS”), and thus may not be comparable to financial statements of U.S. companies.
Prospective
investors should be aware that the acquisition of the notes may have tax consequences both in the United States and in Canada. Such
consequences for investors who are residents in Canada or are residents in, or citizens of, the United States may not be described
fully in this prospectus supplement and the accompanying base shelf prospectus. Prospective investors should consult their own tax advisors
with respect to their particular circumstances. Prospective investors should read the risk factors and tax discussion beginning on pages S-4
and S-21, respectively.
The
enforcement by investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that BFI
and the Company are incorporated under the laws of the Province of Ontario, that some or all of BFI’s and the Company’s officers
and directors may be residents of Canada, that some or all of the underwriters or experts named in this prospectus supplement and the
accompanying base shelf prospectus may be residents of Canada and that such persons and all or a substantial portion of BFI’s and
the Company’s assets may be located outside the United States.
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), ANY U.S. STATE
SECURITIES COMMISSION OR ANY CANADIAN SECURITIES REGULATORY AUTHORITY, NOR HAS THE SEC, ANY U.S. STATE SECURITIES COMMISSION OR ANY CANADIAN
SECURITIES REGULATORY AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Deutsche
Bank Securities Inc. and BofA Securities, Inc. (the “underwriters”), as principals, conditionally offer the notes,
subject to prior sale, if, as and when issued by BFI and accepted by the underwriters in accordance with the conditions contained in
the underwriting agreement referred to under “Underwriting”. This offering will be made in Canada by Merrill Lynch Canada
Inc., a broker-dealer affiliate of BofA Securities, Inc. Deutsche Bank Securities Inc., whom we refer to in this prospectus supplement
as an underwriter, will not offer the notes offered hereby in Canada. In connection with this offering, the underwriters may over-allot
or effect transactions which stabilize or maintain the market price of the notes at levels other than those which otherwise might prevail
on the open market. Such transactions, if commenced, may be discontinued at any time. In certain circumstances, the underwriters may
offer the notes at a price lower than stated above. See “Underwriting”.
Delivery
of the notes, in book-entry form only, will be made through The Depository Trust Company on or about ,
2024.
BFI’s
head and registered office is located at Brookfield Place, Suite 100, 181 Bay Street, Toronto, Ontario M5J 2T3.
| Joint
Book-Running Managers |
| |
| Deutsche
Bank Securities |
BofA
Securities |
TABLE OF CONTENTS
Prospectus Supplement
Page
Base Shelf Prospectus
Page
You
should rely only on the information contained in or incorporated by reference in this prospectus supplement (the “prospectus supplement”),
together with the accompanying base shelf prospectus dated May 31, 2024 (the “base shelf prospectus”). We have
not authorized anyone to provide you with information that is different. You should not assume that the information contained in this
prospectus supplement or the accompanying base shelf prospectus is accurate as of any date other than the date on the front of this prospectus
supplement. This document may only be used where it is legal to sell the notes.
IMPORTANT
NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND
THE ACCOMPANYING BASE SHELF PROSPECTUS
This
document is in two parts. The first is this prospectus supplement, which describes the specific terms of the notes. The second part,
the accompanying base shelf prospectus, gives more general information, some of which may not apply to the notes. Generally, the term
“Prospectus” refers to both parts combined.
As
used in this prospectus supplement, unless the context otherwise indicates, references to the “Company” refer to Brookfield
Corporation and references to “we”, “us”, “our” and “Brookfield”
refer to the Company and its direct and indirect subsidiaries, including BFI.
If
the description of the notes varies between this prospectus supplement and the accompanying base shelf prospectus, you should rely on
the information in this prospectus supplement.
DOCUMENTS
INCORPORATED BY REFERENCE
This
prospectus supplement is deemed to be incorporated by reference in the accompanying base shelf prospectus solely for the purpose of the
notes offered hereunder.
The
following documents, filed with the securities regulatory authorities in each of the provinces of Canada and filed with, or furnished
to, the SEC, are specifically incorporated by reference in, and form an integral part of, this Prospectus:
| (g) | the
template version (as defined in National Instrument 41-101 — General Prospectus
Requirements (“NI 41-101”)) of the preliminary term sheet for
the notes dated , 2024, filed on SEDAR+ on , 2024 and filed with the SEC as Exhibit 99.1
to the Form 6-K filed by the Company on , 2024 in connection with the issuance of the
notes (the “Preliminary Term Sheet”); and |
| (h) | the
template version of the final term sheet for the notes dated , 2024, filed on SEDAR+ on ,
2024 and filed by the Company with the SEC as Exhibit 99.1 to a Form 6-K on , 2024
in connection with the issuance of the notes (the “Final Term Sheet”
and, together with the Preliminary Term Sheet, the “Marketing Materials”). |
The
Marketing Materials are not part of this Prospectus to the extent that the contents of the Marketing Materials have been modified or
superseded by a statement contained in this prospectus supplement.
All
of the Company’s documents of the type described in Item 11.1 of Form 44-101F1 — Short Form Prospectus
(as defined in NI 41-101), and any “template version” of “marketing materials” (each as defined
in NI 41-101), which are required to be filed by the Company or BFI with the securities regulatory authorities in Canada, and filed
with the SEC pursuant to Section 13(a), 13(c) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange
Act”), after the date of this prospectus supplement and prior to the termination of this offering shall be deemed to be incorporated
by reference in this prospectus supplement.
We
will provide to each person to whom this Prospectus is delivered, a copy of any or all of the information that has been incorporated
by reference in this Prospectus, upon written or oral request, without charge, at the office of the Corporate Secretary of the Company
at Brookfield Place, Suite 100, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T3, Telephone: (416) 363-9491.
Any
statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall
be deemed to be modified or superseded for the purposes of this Prospectus to the extent that a statement contained in this Prospectus
or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Prospectus modifies or
supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement
or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement
shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation,
an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to
make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this Prospectus.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING INFORMATION
This
Prospectus and the documents incorporated by reference herein contain “forward-looking information” within the meaning of
Canadian provincial securities laws and “forward-looking statements” within the meaning of United States securities laws,
including the U.S. Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations (collectively,
“forward-looking statements”). Forward-looking statements include statements that are predictive in nature, depend
upon or refer to future results, events or conditions, and include, but are not limited to, statements which reflect management’s
current estimates, beliefs and assumptions regarding the operations, business, financial condition, expected financial results, performance,
prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies, capital management and outlook of Brookfield, as
well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and which in turn
are based on management’s experience and perception of historical trends, current conditions and expected future developments,
as well as other factors management believes are appropriate in the circumstances. The estimates, beliefs and assumptions of Brookfield
are inherently subject to significant business, economic, competitive and other uncertainties and contingencies regarding future events
and as such, are subject to change. Forward-looking statements are typically identified by words such as “expect”, “anticipate”,
“believe”, “foresee”, “could”, “estimate”, “goal”, “intend”,
“plan”, “seek”, “strive”, “will”, “may” and “should” and similar
expressions.
Although
Brookfield believes that such forward-looking statements are based upon reasonable estimates, beliefs and assumptions, actual results
may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated
or implied by forward-looking statements include, but are not limited to: (i) returns that are lower than target; (ii) the
impact or unanticipated impact of general economic, political and market factors in the countries in which we do business; (iii) the
behavior of financial markets, including fluctuations in interest and foreign exchange rates and heightened inflationary pressures; (iv) global
equity and capital markets and the availability of equity and debt financing and refinancing within these markets; (v) strategic
actions including acquisitions and dispositions; the ability to complete and effectively integrate acquisitions into existing operations
and the ability to attain expected benefits; (vi) changes in accounting policies and methods used to report financial condition
(including uncertainties associated with critical accounting assumptions and estimates); (vii) the ability to appropriately manage
human capital; (viii) the effect of applying future accounting changes; (ix) business competition; (x) operational and
reputational risks; (xi) technological change; (xii) changes in government regulation and legislation within the countries
in which we operate; (xiii) governmental investigations and sanctions; (xiv) litigation; (xv) changes in tax laws; (xvi) ability
to collect amounts owed; (xvii) catastrophic events, such as earthquakes, hurricanes, and epidemics/pandemics; (xviii) the
possible impact of international conflicts and other developments including terrorist acts and cyberterrorism; (xix) the introduction,
withdrawal, success and timing of business initiatives and strategies; (xx) the failure of effective disclosure controls and procedures
and internal controls over financial reporting and other risks; (xxi) health, safety and environmental risks; (xxii) the maintenance
of adequate insurance coverage; (xxiii) the existence of information barriers between certain businesses within our asset management
operations; (xxiv) risks specific to our business segments including asset management, wealth solutions (previously referred to
as “insurance solutions”), renewable power and transition, infrastructure, private equity, real estate and corporate activities;
and (xxv) other risks and factors detailed in this Prospectus under the heading “Risk Factors” as well as in the AIF
under the heading “Business Environment and Risks” and the MD&A under the heading “Part 6 — Business
Environment and Risks” and the risks included in the Interim MD&A, each incorporated by reference in this Prospectus, as well
as in other documents filed by Brookfield from time to time with the securities regulators in Canada and the United States.
We
caution that the foregoing list of important factors that may affect future results is not exhaustive and other factors could also adversely
affect future results. Nonetheless, all of the forward-looking statements contained in this Prospectus or in documents incorporated by
reference herein are qualified by these cautionary statements. Readers are urged to consider these risks, as well as other uncertainties,
factors and assumptions carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such
forward-looking statements. Except as required by law, Brookfield undertakes no obligation to publicly update or revise any forward-looking
statements, whether written or oral, that may need to be updated as a result of new information, future events or otherwise.
CAUTIONARY
STATEMENT REGARDING THE USE OF NON-IFRS MEASURES
The
Company prepares its financial statements in accordance with IFRS. We disclose a number of financial measures in this Prospectus and
the documents incorporated by reference herein that are calculated and presented using methodologies other than in accordance with IFRS.
We utilize these measures in managing our business, including for performance measurement, capital allocation and valuation purposes
and believe that providing these performance measures on a supplemental basis to our IFRS results is helpful to investors in assessing
our overall performance. These financial measures should not be considered as the sole measure of our performance and should not be considered
in isolation from, or as a substitute for, similar financial measures calculated in accordance with IFRS. We caution readers that these
non-IFRS financial measures or other financial metrics are not standardized under IFRS and may differ from the financial measures or
other financial metrics disclosed by other businesses and, as a result, may not be comparable to similar measures presented by other
issuers and entities. Reconciliations of these non-IFRS financial measures to the most directly comparable financial measures calculated
and presented in accordance with IFRS, where applicable, are included on pages 68, 136, 138 and 139 of the MD&A and on pages 33,
56, 58 and 59 of the Interim MD&A, each incorporated by reference herein and available electronically under the Company’s SEDAR+
profile at www.sedarplus.ca and on EDGAR at www.sec.gov.
PRESENTATION
OF FINANCIAL INFORMATION
The
Company publishes its consolidated financial statements in United States dollars. In this prospectus supplement, unless otherwise
specified or where the context otherwise requires, all dollar amounts are expressed in United States dollars and references to “US$”,
“U.S. dollars” and “$” are to United States dollars and references to “Cdn$” are to Canadian
dollars.
The
Company presents its financial statements in accordance with IFRS.
EXCHANGE
RATE DATA
The
following table sets forth, for each period indicated, the low and high exchange rates for Canadian dollars expressed in United States
dollars, the exchange rate at the end of such period and the average of such exchange rates for each day during such period, based on
the rate of exchange as reported by the Bank of Canada for the conversion of Canadian dollars into United States dollars:
| | |
Year Ended
December 31, | | |
Three Months Ended
March 31, | |
| | |
2023 | | |
2024 | |
| Low | |
| 0.7207 | | |
| 0.7357 | |
| High | |
| 0.7617 | | |
| 0.7510 | |
| Period End | |
| 0.7561 | | |
| 0.7380 | |
| Average | |
| 0.7410 | | |
| 0.7415 | |
On
, 2024, the buying rate (as reported by the Bank of Canada) was Cdn$1.00 = US$ .
summary
The Company
The
Company is a leading global investment firm focused on building long-term wealth for institutions and individuals around the world via
its three core businesses: Alternative Asset Management, Wealth Solutions, and its Operating Businesses which are in renewable power,
infrastructure, business and industrial services, and real estate. Employing a highly disciplined approach to capital allocation, the
Company leverages its conservatively managed balance sheet, extensive operational experience, and global sourcing networks to continuously
deliver capital appreciation and cash flow growth throughout market cycles. The Company’s Class A Limited Voting Shares (the
“Class A Shares”) are listed on the New York Stock Exchange (“NYSE”) and the Toronto Stock
Exchange (“TSX”) under the symbol “BN”.
Brookfield Finance
Inc.
BFI
was incorporated on March 31, 2015 under the Business Corporations Act (Ontario) and is an indirect wholly owned subsidiary
of the Company. As of the date hereof, BFI has issued or become an obligor under approximately US$8.75 billion of unsecured senior
debt securities (the “existing BFI senior notes”). Each series of existing BFI senior notes constitutes unsecured,
unsubordinated senior obligations of BFI, fully and unconditionally guaranteed by the Company, and accordingly, will rank equally with
the notes offered hereby and the guarantee of the Company thereof, respectively.
The Offering
The
following is a brief summary of the terms of this offering. For a more complete description of the terms of the notes, see “Description
of the Notes” in this prospectus supplement and “Description of Debt Securities” in the accompanying base shelf prospectus.
| Issuer |
Brookfield
Finance Inc. |
| Guarantor |
Brookfield
Corporation |
| Guarantee |
The notes
will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts
by Brookfield Corporation |
| Guarantor’s
Ticker |
BN |
| Securities
Offered |
US$
principal amount of 5.968% notes due March 4, 2054 (US$ total outstanding 2054 notes,
including the original 2054 notes) and US$ principal amount of % notes due , 2035.
One or more
of the underwriters may sell to affiliates of BNRE US$ aggregate principal amount (if any) of the notes at the public offering prices
(for which no underwriting discount or commission will be paid). |
| Format |
SEC registered. |
| Issue
and Delivery Date |
,
2024. |
| Maturity
Date |
The 2054
notes will mature on March 4, 2054 and the 2035 notes will mature on ,
2035. |
| Interest
Rate |
The 2054
notes will bear interest at a rate of 5.968% per annum and the 2035 notes will bear interest at a rate of %
per annum. |
| Yield |
The effective
yield of the 2054 notes will be % per annum if held to maturity and the
effective yield of the 2035 notes will be % per annum if held to maturity. |
| Interest
Payment Dates |
Interest
on the 2054 notes will be payable on March 4 and September 4 of each year, beginning on September 4, 2024. Interest
on the 2035 notes will be payable on and of
each year, beginning on , 2024. |
| CUSIP/ISIN |
11271L
AL6 / US11271LAL62 for the 2054 notes. 11271L AM4 / US11271LAM46 for the 2035 notes. |
| Rank |
The notes
will rank equally with the existing BFI senior notes and any future unsecured, unsubordinated senior obligations of BFI. BFI has
not issued or become an obligor under any unsecured senior debt securities since its inception except for the existing BFI senior
notes. The notes will be fully and unconditionally guaranteed by the Company and such guarantee will rank equally with the Company’s
other unsecured, unsubordinated senior obligations (including the existing BFI senior notes) and will effectively be subordinated
to all existing and future liabilities of the Company’s subsidiaries (other than BFI, to the extent of any of its indebtedness
that is guaranteed by the Company on parity with the Company’s guarantee of the notes offered hereby). |
| Redemption |
The notes
are redeemable, at any time at BFI’s option, at the redemption prices set forth under the heading “Description of the
Notes — Redemption and Repurchase”. The notes are also redeemable in the event of certain changes affecting Canadian
withholding tax, as more fully described under “Description of the Notes — Redemption for Changes in Canadian Withholding
Taxes”. |
| Further
Issues |
BFI
may from time to time, without the consent of the holders of the 2054 notes but with the
consent of the Company, create and issue further 2054 notes having the same terms and conditions
in all respects as the 2054 notes being offered hereby and the original 2054 notes, except
for the issue date, the issue price and the first payment of interest thereon. Additional
2054 notes issued in this manner will be consolidated with and will form a single series
with the 2054 notes being offered hereby and the original 2054 notes; provided that
if such additional notes are not fungible with the 2054 notes offered hereby and the original
2054 notes for U.S. federal income tax purposes, then such additional 2054 notes will be
issued with a separate CUSIP or ISIN number so that they are distinguishable from the 2054
notes offered hereby and the original 2054 notes.
BFI may from
time to time, without the consent of the holders of the 2035 notes but with the consent of the Company, create and issue further
2035 notes having the same terms and conditions in all respects as the 2035 notes being offered hereby, except for the issue date,
the issue price and the first payment of interest thereon. Additional 2035 notes issued in this manner will be consolidated with and
will form a single series with the 2035 notes being offered hereby; provided that if such additional 2035 notes are not
fungible with the 2035 notes offered hereby for U.S. federal income tax purposes, then such additional 2035 notes will be issued
with a separate CUSIP or ISIN number so that they are distinguishable from the 2035 notes offered hereby. |
| Use
of Proceeds |
The net
proceeds from the sale of the notes will be used for general corporate purposes. |
| Form and
Denominations |
The notes
will be represented by one or more fully-registered global securities registered in the name of a nominee of The Depository Trust
Company. Beneficial interests in those fully-registered global securities will be in initial denominations of US$2,000 and subsequent
multiples of US$1,000. Except as described under “Description of the Notes” in this prospectus supplement and “Description
of Debt Securities” in the accompanying base shelf prospectus, notes in definitive form will not be issued. |
| Change
of Control |
BFI will
be required to make an offer to purchase the notes of a series at a price equal to 101% of their principal amount, plus accrued and
unpaid interest to the date of repurchase upon the occurrence of a Change of Control Triggering Event (as defined herein) in respect
of the notes of such series. See “Description of the Notes — Change of Control”. |
| Certain
Covenants |
The Indentures
(as defined herein) governing the notes contain covenants that, among other things, restrict the ability of the Company and/or BFI
to: |
| |
· create certain liens; and |
| |
·
consolidate, merge with a third party or transfer all or substantially all of its assets. |
| |
These
covenants are subject to important exceptions and qualifications which are described under “Description of Debt Securities”
in the accompanying base shelf prospectus and “Description of the Notes” in this prospectus supplement. |
| Risk
Factors |
Investment
in the notes involves certain risks. You should carefully consider the information in the “Risk Factors” section of this
prospectus supplement and all other information included in this Prospectus and the documents incorporated by reference in this Prospectus
before investing in the notes. |
| Governing
Law |
New York |
RISK
FACTORS
An
investment in the notes is subject to a number of risks. Before deciding whether to invest in the notes, investors should consider carefully
the risks set forth below, in the accompanying base shelf prospectus and in the information incorporated by reference in this Prospectus.
Specific reference is made to the section entitled “Part 6 — Business Environment and Risks” in the MD&A and
the section entitled “Business Environment and Risks” in the AIF, each of which are incorporated by reference in this prospectus
supplement.
The notes
are unsecured and will rank equal in right of payment to BFI’s existing and future unsecured, unsubordinated senior indebtedness,
and will be effectively subordinated to any of BFI’s future secured indebtedness.
The
notes will not be secured by any assets of the Company or BFI. Therefore, holders of secured indebtedness of the Company or BFI would
have a claim on the assets securing such indebtedness that effectively ranks prior to the claim of holders of the relevant notes and
would have a claim that ranks equal with the claim of holders of the relevant notes to the extent that such security did not satisfy
the secured indebtedness. Furthermore, although covenants given by the Company in various agreements may restrict incurring secured indebtedness,
such indebtedness may, subject to certain conditions, be incurred.
The
notes will rank equal in right of payment to the existing BFI senior notes and any of BFI’s future unsecured, unsubordinated senior
indebtedness. BFI issued or became an obligor under (as the case may be) the existing BFI senior notes, which are in an aggregate principal
amount of approximately US$8.75 billion and such indebtedness will rank equally to the notes offered hereby. In addition, the notes will
be effectively subordinated in right of payment to any of BFI’s future secured indebtedness, to the extent of the value of the
assets securing such indebtedness. BFI will not be restricted in its ability to make investments or incur debt.
The
Guarantee Obligations (as defined herein) are unsecured and effectively subordinated in right of payment to all of the Company’s
existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness. The Indentures do not
restrict the Company’s or BFI’s ability to incur additional indebtedness, including secured indebtedness generally, which
would have a prior claim on the assets securing that indebtedness. In the event of insolvency, bankruptcy, liquidation, reorganization,
dissolution or winding up of the Company or BFI, their respective assets that serve as collateral for any secured indebtedness would
be made available to satisfy their respective obligations to secured creditors before any payments are made on the notes or the Guarantee
Obligations. See “Description of the Notes — General”.
BFI’s
reliance on the Company.
BFI
may not have assets, property or operations other than the debt securities it issues (including the existing BFI senior notes and the
notes offered hereby) and the investments it makes with the net proceeds of such debt securities or future issuances of debt securities,
including the notes offered hereby. BFI is not and will not be restricted in its ability to make investments or incur debt. The holders
of the notes are relying principally on the full and unconditional guarantee of the notes provided by the Company and the financial position
and creditworthiness of the Company in order to receive the repayment of the interest and other amounts owing under and in respect of
the notes. The financial position and creditworthiness of the Company is subject to the risks noted in this Prospectus and in the documents
incorporated by reference into this Prospectus.
The Guarantee
Obligations are effectively subordinated to all liabilities of the Company’s subsidiaries other than BFI.
Pursuant
to its Guarantee Obligations, the Company will provide a full and unconditional guarantee of the notes and all of BFI’s
obligations under the Indentures; however, none of the Company’s subsidiaries has guaranteed or otherwise become obligated
with respect to the notes, other than BFI. Accordingly, the Company’s ability to satisfy its Guarantee Obligations, including
its right to receive assets from any of its subsidiaries upon such subsidiary’s bankruptcy, liquidation or reorganization, and
the right of holders of the notes to participate in those assets, is effectively subordinated to claims of that subsidiary’s
creditors, including trade creditors.
The Company’s
reliance on its subsidiaries.
The
Company conducts a significant amount of its operations through subsidiaries. Although the notes are senior obligations of the Company
(pursuant to its Guarantee Obligations), they are effectively subordinated to all existing and future liabilities of the Company’s
consolidated subsidiaries (other than BFI, to the extent any of its indebtedness that is guaranteed by the Company on parity with the
Company’s guarantee of the notes offered hereby) and operating companies. The Indentures do not restrict the ability of the Company’s
subsidiaries (including BFI) to incur additional indebtedness. As the Company conducts a significant amount of its operations through
subsidiaries, the Company’s ability to pay the indebtedness owing by it under or in respect of the guarantee of the notes is dependent
on dividends and other distributions it receives from subsidiaries and major investments. Certain of the instruments governing the indebtedness
of the companies in which the Company has an investment may restrict the ability of such companies to pay dividends or make other payments
on investments under certain circumstances.
Foreign currency
risks.
The
notes are denominated in United States dollars. Securities denominated or payable in foreign currencies may entail significant risks,
and the extent and nature of such risks change continuously. These risks include, without limitation, the possibility of significant
fluctuations in the foreign currency market, the imposition or modification of foreign exchange controls and potential illiquidity in
the secondary market. These risks will vary depending on the currency or currencies involved. Prospective purchasers should consult their
own financial and legal advisors as to the risks entailed in an investment in the notes. The notes may not be an appropriate investment
for investors who are unsophisticated with respect to foreign currency transactions.
Interest
rate risks.
Prevailing
interest rates may affect the market price or value of the notes. The market price or value of the notes may decline as prevailing interest
rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.
The notes
may be redeemed at any time at BFI’s option.
BFI
may choose to redeem the notes of either series from time to time, especially when prevailing interest rates are lower than the interest
rate borne by the notes of such series. If prevailing interest rates are lower at the time of redemption, a purchaser may not be able
to reinvest the redemption proceeds in a comparable security at an effective interest rate that is greater than or equal to the interest
rate on the notes being redeemed. BFI’s redemption right may also adversely impact a purchaser’s ability to sell notes as
the optional redemption date or period approaches and/or may adversely impact the price at which notes can be sold.
Changes in
our credit ratings may adversely affect the value of the notes.
Our
long-term debt is subject to periodic review by independent credit rating agencies. Such ratings are limited in scope, and do not address
all material risks relating to an investment in the notes, but rather reflect only the view of each rating agency at the time the rating
is issued. Ratings of the notes are not recommendations to buy, sell or hold the notes. An explanation of the significance of such rating
may be obtained from such rating agency. There can be no assurance that such credit ratings will remain in effect for any given period
of time or that such ratings will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency’s
judgment, circumstances so warrant. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that
our ratings are under further review for a downgrade, are likely to adversely affect the market value of the notes and could increase
our corporate borrowing costs. In this circumstance, no person or entity is obliged to provide any additional support or credit enhancement
with respect to the notes.
There may
not be a trading market for the 2054 notes. There is no existing trading market for the 2035 notes.
Although
the 2054 notes will become part of the same series as the outstanding original 2054 notes, we cannot assure you that there will be an
active trading market for the 2054 notes. The 2035 notes will be a new issue of securities with no established trading market. The notes
are not and will not be listed on any securities or stock exchange or quotation system and consequently, there is no market through which
the notes may be sold and purchasers may not be able to resell the notes purchased under this Prospectus. Future trading prices of the
notes will depend on many factors, including but not limited to prevailing interest rates, our financial condition and results of operations,
the then-current ratings assigned to the notes and the market for similar securities. Any trading market that develops would be affected
by many factors independent of and in addition to the foregoing, including:
| · | time
remaining to the maturity of the notes; |
| · | outstanding
amount of the notes; |
| · | the
terms related to the optional redemption of the notes; and |
| · | level,
direction and volatility of market interest rates generally. |
There
can be no assurance that an active trading market will exist for the 2054 notes or develop for the 2035 notes after the offering or,
if developed, that such markets will be sustained. This may affect the pricing of the notes in the secondary market, the transparency
and availability of trading prices, the liquidity of the notes and the extent of issuer regulation.
The
respective public offering price of each series of notes was determined by negotiation between BFI, the Company and the underwriters
based on several factors and may bear no relationship to the prices at which the notes will trade in the public markets subsequent to
the offering. See “Underwriting”.
BFI may be
unable to repurchase the notes upon a Change of Control Triggering Event.
Upon
the occurrence of a Change of Control Triggering Event with respect to the notes of a series, subject to certain conditions, BFI will
be required to make an offer to repurchase all outstanding notes of such series at 101% of their principal amount, plus accrued and unpaid
interest. See “Description of the Notes — Change of Control” in this prospectus supplement. The source of funds
for such a repurchase will be our available cash or cash generated from our subsidiaries’ operations or other potential sources,
including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from such sources will be available
at the time of any Change of Control Triggering Event to make required repurchases of notes tendered. In addition, the terms of certain
of our other existing indebtedness, including the existing BFI senior notes, provide that certain change of control events will require
us to make an offer to repurchase such outstanding indebtedness. Our future debt instruments may contain similar provisions. It is possible
that we will not have sufficient funds at the time of any Change of Control Triggering Event to complete the required repurchase of the
notes and, if applicable, our other indebtedness.
USE
OF PROCEEDS
The
net proceeds from this offering, after deducting the underwriters’ fees and the estimated expenses of the offering of US$ , will
be US$ , excluding accrued interest on the 2054 notes to be paid by the purchasers of the 2054 notes in the amount of US$ . We expect
that the sales of the 2054 notes and the 2035 notes will take place concurrently. However, the sales of the 2054 notes and the 2035 notes
are not conditional upon each other, and we may consummate the sale of notes of one series and not the other. The net proceeds from the
sale of the notes will be used for general corporate purposes.
EARNINGS
COVERAGE RATIOS OF THE COMPANY
The
Company’s borrowing cost requirements for the 12-month periods ended December 31, 2023 and March 31, 2024 amounted to
US$ million and US$ million, respectively, after
giving effect to (i) the issuance of the notes, (ii) the issuance of the original 2054 notes, (iii) the issuance by BFI
of US$700 million principal amount of 6.350% senior unsecured notes due January 5, 2034 (the “2034 notes”), (iv) the
repayment of US$700 million principal amount of existing indebtedness in December 2023, (v) the redemption of US$550 million
of the outstanding US$750 million principal amount of 4.000% senior unsecured notes due April 1, 2024 of BFI and Brookfield Finance
LLC on July 14, 2023, (vi) the issuance by Brookfield Capital Finance LLC of US$550 million principal amount of 6.087% senior
unsecured notes due June 14, 2033, as if each such event had occurred on January 1, 2023 (collectively, the “Adjustments”).
Net income attributable to shareholders before borrowing costs and income taxes for the 12-month periods ended December 31, 2023
and March 31, 2024 was US$ million and US$ million, respectively, which is approximately
times and times the Company’s borrowing cost requirements for the respective periods,
after giving effect to the Adjustments.
The
earnings coverage ratios set forth above were calculated based on financial information prepared in accordance with IFRS.
CONSOLIDATED
CAPITALIZATION OF THE COMPANY
The
following table sets forth the consolidated capitalization of the Company (i) as at March 31, 2024 and (ii) as at March 31,
2024 as adjusted to give effect to the issuance of the notes hereunder, without giving effect to the anticipated application of the net
proceeds thereof. For further disclosures in respect of consolidated capitalization, please see the Interim Financial Statements and
the Interim MD&A, each of which are incorporated by reference in this Prospectus.
| |
|
As at March 31,
2024 |
|
| |
|
Actual |
|
|
As
adjusted(1) |
|
| |
|
|
|
|
|
|
| |
|
(US$ amounts in millions) |
|
| Corporate borrowings |
|
$ |
13,784 |
|
|
$ |
|
|
| Non-recourse borrowings |
|
|
|
|
|
|
|
|
| Subsidiary borrowings |
|
|
17,186 |
|
|
|
17,186 |
|
| Property-specific borrowings |
|
|
204,661 |
|
|
|
204,661 |
|
| Accounts payable and other |
|
|
57,230 |
|
|
|
57,230 |
|
| Deferred income tax liabilities |
|
|
24,672 |
|
|
|
24,672 |
|
| Subsidiary equity obligations |
|
|
4,882 |
|
|
|
4,882 |
|
| Liabilities associated with assets classified as held for sale |
|
|
410 |
|
|
|
410 |
|
| Equity |
|
|
|
|
|
|
|
|
| Non-controlling interests |
|
|
124,450 |
|
|
|
124,450 |
|
| Preferred equity |
|
|
4,103 |
|
|
|
4,103 |
|
| Common equity |
|
|
40,477 |
|
|
|
40,477 |
|
| Total capitalization |
|
$ |
491,855 |
|
|
$ |
|
|
(1) Canadian dollar adjustments
have been converted into U.S. dollars at an exchange rate of Cdn$1.00 = US$0.7385.
DESCRIPTION
OF THE NOTES
The
following description of the particular terms and provisions of the notes supplements and, to the extent inconsistent therewith, replaces,
the description of the Debt Securities set forth in the accompanying base shelf prospectus under “Description of Debt Securities”,
to which reference is hereby made. Other capitalized terms used and not defined in this prospectus supplement have the meanings ascribed
to them in the accompanying base shelf prospectus or in the 2054 Indenture or the 2035 Indenture, as applicable (each as defined herein).
References herein to “notes of a series” and similar expressions refer to each of (i) the 2054 notes, together with
the original 2054 notes and (ii) the 2035 notes, respectively.
The
2054 notes will be issued on the same terms and conditions as the original 2054 notes, except for the issue date and the issue price,
under the tenth supplemental indenture, dated as of March 4, 2024 (the “Tenth Supplemental Indenture”) to the
base indenture dated as of June 2, 2016 (the “Base Indenture”) between BFI, the Company, as guarantor, and Computershare
Trust Company of Canada, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto to be dated
as of the date of the issuance of the 2054 notes (the “Supplemented Tenth Supplemental Indenture” and together with
the Base Indenture, the “2054 Indenture”). The 2035 notes will be issued as a separate series of debt securities under
an eleventh supplemental indenture to be dated as of the date of the issuance of the 2035 notes to the Base Indenture (the “Eleventh
Supplemental Indenture” and together with the Base Indenture, the “2035 Indenture”) between BFI, the Company,
as guarantor, and the Trustee. The 2054 Indenture and the 2035 Indenture are hereinafter together referred to as the “Indentures”.
For a description of the rights attaching to different series of Debt Securities under the Indentures, see “Description of Debt
Securities” in the accompanying base shelf prospectus. The Indentures are subject to the provisions of the Business Corporations
Act (Ontario). The following statements relating to the notes and the Indentures are summaries and should be read in conjunction
with the statements under “Description of Debt Securities” in the accompanying base shelf prospectus. Such information does
not purport to be complete and is qualified in its entirety by reference to all of the provisions of the notes and the Indentures, including
the definition of certain terms therein. It is the Indentures, and not these statements, that govern the rights of holders of the notes.
General
The
notes will be senior unsecured obligations of BFI. The 2054 notes, together with the original 2054 notes, will initially be limited to
US$ aggregate principal amount, of which US$
aggregate principal amount will be issued under the Supplemented Tenth Supplemental Indenture. The 2035 notes will initially be limited
to US$ aggregate principal amount, all of which will be issued under the Eleventh Supplemental
Indenture. The 2054 notes will have the same terms and conditions as the original 2054 notes, which were all issued under the Tenth Supplemental
Indenture, except for the issue date and the issue price, and will be consolidated to form a single series and be fully fungible with
the original 2054 notes. The 2054 notes will mature on March 4, 2054 and the 2035 notes will mature on , 2035. The 2054 notes will
bear interest at a rate of 5.968% per annum from March 4, 2024, or from the most recent interest payment date applicable to such
2054 notes to which interest has been paid or provided for, payable semi-annually on March 4 and September 4 of each year,
commencing on September 4, 2024, to the Persons in whose name the 2054 notes are registered at the close of business on the preceding
February 15 or August 15, as the case may be. The 2035 notes will bear interest at the rate of % per annum from , 2024, or
from the most recent interest payment date applicable to such 2035 notes to which interest has been paid or provided for, payable semi-annually
in arrears on and of each year, commencing on , 2024, to the Persons in whose name the 2035 notes are registered at the close of business
on the preceding or , as the case may be. The 2054 notes will bear interest on overdue principal and premium, if any, and, to the extent
permitted by law, overdue interest at 5.968% per annum plus 1%. The 2035 notes will bear interest on overdue principal and premium,
if any, and, to the extent permitted by law, overdue interest at % per annum plus 1%.
The
notes and the obligations of BFI under the Indentures will be fully and unconditionally guaranteed by the Company.
Interest
on the notes will be computed on the basis of a 360-day year of twelve 30-day months. In any case where any interest payment date is
not a Business Day, payment will be made on the next succeeding Business Day, whether or not such date is a Business Day in Toronto,
Ontario, unless such date is not a Business Day in New York, New York. “Business Day” means each weekday which is
not a day on which banking institutions in the Place of Payment (as defined herein) are authorized or obligated by law or executive order
to close.
Computershare
Trust Company, N.A. will initially act as Paying Agent for the notes. Principal of, and premium, if any, and interest on, the notes will
be payable at the Place of Payment, provided that at the option of BFI, payment of interest on the notes may be made by check
mailed to the address of the Person entitled thereto as it appears in the Security Register or by wire transfer to an account maintained
by the Person entitled thereto as specified in the Security Register. The notes may be presented for registration of transfer and exchange
at the corporate trust office of the Trustee and the Place of Payment.
The
Company conducts a significant proportion of its operating activities through subsidiaries. Although the Guarantee Obligations (as defined
herein) are senior obligations of the Company, they are effectively subordinated to all existing and future liabilities of the Company’s
consolidated subsidiaries and operating companies, other than BFI, to the extent of any of its indebtedness that is guaranteed by the
Company on parity with the Company’s guarantee of the notes offered hereby. The Indentures do not restrict the ability of the Company’s
subsidiaries to incur additional indebtedness. As the Company conducts a significant proportion of its operating activities through subsidiaries,
the Company’s ability to service its indebtedness is dependent on dividends and other payments made on its investments. Certain
of the instruments governing the indebtedness of the companies in which the Company has an investment may restrict the ability of such
companies to pay dividends or make other payments on investments under certain circumstances. Dividends paid in kind are excluded so
long as they are retained in the same form as received and are legally and beneficially owned by the Company and/or one or more designated
Affiliates of the Company.
The
Indentures do not limit the aggregate principal amount of Debt Securities which may be issued thereunder, and Debt Securities may be
issued thereunder from time to time in one or more series up to the aggregate principal amount from time to time authorized by BFI for
each series. All Debt Securities issued by BFI will be fully and unconditionally guaranteed by the Company.
Additional Reopening
of the 2054 Notes
BFI
may from time to time, without the consent of the holders of the 2054 notes but with the consent of the Company, create and issue further
2054 notes having the same terms and conditions in all respects as the 2054 notes and the original 2054 notes, except for the issue date,
the issue price and the first payment of interest thereon. Additional 2054 notes issued in this manner will be consolidated with and
will form a single series with the 2054 notes offered hereby and the original 2054 notes; provided that if such additional 2054
notes are not fungible with the 2054 notes offered hereby and the original 2054 notes for U.S. federal income tax purposes, then such
additional 2054 notes will be issued with a separate CUSIP or ISIN number so that they are distinguishable from the 2054 notes offered
hereby and the original 2054 notes.
Reopening of
the 2035 Notes
BFI
may from time to time, without the consent of the holders of the 2035 notes but with the consent of the Company, create and issue further
2035 notes having the same terms and conditions in all respects as the 2035 notes being offered hereby, except for the issue date, the
issue price and the first payment of interest thereon. Additional 2035 notes issued in this manner will be consolidated with and will
form a single series with the 2035 notes being offered hereby; provided that if such additional 2035 notes are not fungible with
the original 2035 notes offered hereby for U.S. federal income tax purposes, then such additional 2035 notes will be issued with a separate
CUSIP or ISIN number so that they are distinguishable from the 2035 notes offered hereby.
Redemption and
Repurchase
Prior
to September 4, 2053 (the date that is six months prior to the maturity date of the 2054 notes) (the “2054 Par Call Date”),
BFI may redeem the 2054 notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed
as a percentage of principal amount and rounded to three decimal places) (the “2054 Redemption Price”) equal to the
greater of:
| 1) | (a) the
sum of the present values of the remaining scheduled payments of principal and interest on
the 2054 notes discounted to the date fixed for redemption of the 2054 notes (assuming the
2054 notes matured on the 2054 Par Call Date) on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points less (b) interest
accrued to the date of redemption, and |
| (2) | 100%
of the principal amount of the 2054 notes to be redeemed, |
plus,
in either case, accrued and unpaid interest to, but excluding, the redemption date.
Prior
to , 2034 (the date that is three months prior
to the maturity date of the 2035 notes) (the “2035 Par Call Date” and together with the 2054 Par Call Date the
“Par Call Dates”), BFI may redeem the 2035 notes at its option, in whole or in part, at any time and from time to
time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) (the “2035
Redemption Price” and together with the 2054 Redemption Price the “Redemption Prices”) equal to the
greater of:
| (1) | (a) the
sum of the present values of the remaining scheduled payments of principal and interest on
the 2035 notes discounted to the date fixed for redemption of the 2035 notes (assuming the
2035 notes matured on the 2035 Par Call Date) on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus basis points less (b) interest
accrued to the date of redemption, and |
| (2) | 100%
of the principal amount of the 2035 notes to be redeemed, |
plus,
in either case, accrued and unpaid interest to, but excluding, the redemption date.
On
or after each respective Par Call Date, BFI may redeem the applicable series of notes, in whole or in part, at any time and from
time to time, at the applicable Redemption Price equal to 100% of the principal amount of the notes being redeemed, plus accrued and
unpaid interest thereon to the redemption date.
In
connection with such optional redemptions, the following defined terms apply:
“Treasury
Rate” means, with respect to any redemption date, the yield determined by BFI in accordance with the following paragraphs (1) and
(2).
| (1) | The
Treasury Rate shall be determined by BFI after 4:15 p.m., New York City time (or after such
time as yields on U.S. government securities are posted daily by the Board of Governors of
the Federal Reserve System), on the third Business Day preceding the redemption date based
upon the yield or yields for the most recent day that appear after such time on such day
in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or
any successor designation or publication) (“H.15”) under the caption “U.S.
government securities–Treasury constant maturities–Nominal” (or any successor
caption or heading). In determining the Treasury Rate, BFI shall select, as applicable: (a) the
yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption
date to the applicable Par Call Date (the “Remaining Life”); or (b) if
there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life,
the two yields – one yield corresponding to the Treasury constant maturity on H.15
immediately shorter than and one yield corresponding to the Treasury constant maturity on
H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable
Par Call Date on a straight-line basis (using the actual number of days) using such yields
and rounding the result to three decimal places; or (c) if there is no such Treasury
constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the
single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of
this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal to the relevant number of months or years, as applicable,
of such Treasury constant maturity from the redemption date. |
| (2) | If
on the third Business Day preceding the redemption date H.15 or any successor designation
or publication is no longer published, BFI shall calculate the Treasury Rate based on the
rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York
City time, on the second Business Day preceding such redemption date of the United States
Treasury security maturing on, or with a maturity that is closest to, the applicable Par
Call Date, as applicable. If there is no United States Treasury security maturing on the
applicable Par Call Date but there are two or more United States Treasury securities with
a maturity date equally distant from the applicable Par Call Date, one with a maturity date
preceding the applicable Par Call Date and one with a maturity date following the applicable
Par Call Date, BFI shall select the United States Treasury security with a maturity date
preceding the applicable Par Call Date. If there are two or more United States Treasury securities
maturing on the applicable Par Call Date or two or more United States Treasury securities
meeting the criteria of the preceding sentence, BFI shall select from among these two or
more United States Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such United States
Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in
accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable
United States Treasury security shall be based upon the average of the bid and asked prices
(expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such
United States Treasury security, and rounded to three decimal places. |
Notice
of any redemption will be delivered at least 10 days but not more than 60 days before the redemption date to each holder
of the notes to be redeemed and may be contingent upon such conditions as may be specified in the applicable notice of redemption
and in accordance with the provisions of the applicable Indenture. Unless BFI defaults in payment of the applicable Redemption
Price, on and after the applicable redemption date, interest will cease to accrue on the notes or portions thereof called for
redemption. On or before any redemption date, BFI shall deposit with the Paying Agent (or the Trustee) money sufficient to pay the
applicable Redemption Price of the notes to be redeemed on such date. If less than all the notes of a series are to be redeemed, the
notes to be redeemed shall be selected, in the case of certificated notes, by the Trustee at BFI’s direction by such method as
BFI and the Trustee shall designate, or in the case of global notes, by such policies and procedures of the applicable depository.
BFI’s actions and determinations in determining the applicable Redemption Price shall be conclusive and binding for all
purposes, absent manifest error.
Affiliate Purchase
on Maturity
Notwithstanding
the other provisions of the Indentures, BFI may, by providing notice to the Trustee at least three Business Days prior to the
Maturity, elect to have one or more Affiliates of BFI or the Company purchase all, but not less than all, of the notes of a series
so to be redeemed or repaid at a price equal to the applicable Redemption Price (excluding accrued and unpaid interest), in the case
of notes called for redemption, or the principal amount, in the case of notes coming due at the applicable Stated Maturity
(in each case, the “Repayment Price”); provided that any accrued and unpaid interest thereon will be
paid by BFI. Upon payment therefor of an amount equal to the applicable Repayment Price, and payment by BFI of accrued interest and
premium, if any, such notes shall be transferred to such Affiliate in accordance with the transfer provisions of the applicable
Indenture and such notes shall not become due and payable on their Maturity, provided that such Affiliate shall not be permitted to
vote such notes in any matter unless 100% of the notes entitled to be voted in respect of such matter are held by BFI, the Company
or their Affiliates. Should such Affiliate and BFI, if applicable, fail to make full payment of the applicable Repayment Price and
accrued interest and premium, if any, on the applicable Maturity, then such notes shall become due and payable as otherwise provided
for in the applicable Indenture.
Change of Control
If
a Change of Control Triggering Event occurs, unless BFI has exercised its right to redeem all of the notes of a series as described above,
BFI will be required to make an offer to repurchase all of each holder’s notes of such series (or the portion thereof not subject
to redemption, if BFI has exercised its right to redeem the notes of such series in part) pursuant to the offer described below (in each
case, a “Change of Control Offer”) on the terms set forth in the relevant notes. In the Change of Control Offer, BFI
will be required to offer payment in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid
interest, if any, on the notes repurchased (the “Change of Control Payment”), to the date of purchase.
Within
30 days following any Change of Control Triggering Event, BFI will be required to deliver a notice to holders of notes of the applicable
series, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control Triggering Event
and offering to repurchase the notes of such series on the date specified in the notice, which date will be no earlier than 30 days
and no later than 60 days from the date such notice is delivered (the “Change of Control Payment Date”),
pursuant to the procedures required by the relevant notes and described in such notice. BFI must comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of notes as a result of a Change of Control Triggering Event. To the extent that the provisions of
any securities laws or regulations conflict with the Change of Control (as defined herein) provisions of the notes, BFI will be
required to comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
the Change of Control provisions of the notes by virtue of such conflicts.
On
the Change of Control Payment Date, BFI will be required, to the extent lawful, to:
| · | accept
for payment all notes or portions of notes of the applicable series properly tendered pursuant
to the Change of Control Offer; |
| · | deposit
with the Paying Agent or the Trustee an amount equal to the Change of Control Payment in
respect of all notes or portions of notes of the applicable series properly tendered; and |
| · | deliver
or cause to be delivered to the Trustee the notes of the applicable series properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of notes
or portions of notes of such series being purchased by BFI. |
The
Paying Agent will deliver to each holder who properly tendered notes of a series, the purchase price for such notes, and, upon written
order of BFI, the Trustee will authenticate and deliver (or cause to be delivered) to each such holder a new note equal in principal
amount to any unpurchased portion of the notes surrendered, if any; provided that each new note will be in a principal amount of US$2,000
or an integral multiple of US$1,000 in excess thereof.
BFI
will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if another Person makes such an offer
in the manner, at the times and otherwise in compliance with the requirements for an offer made by BFI and such other Person purchases
all notes of the applicable series properly tendered and not withdrawn under its offer.
For
purposes of the foregoing discussion of repurchases at the option of holders, the following definitions are applicable:
“Below
Investment Grade Rating Event” means that on any day within the 60-day period (which shall be extended during an Extension
Period) after the earlier of (1) the occurrence of a Change of Control or (2) the first public notice of the occurrence of
a Change of Control or the intention by the Company to effect a Change of Control, notes of a series are rated below an Investment Grade
Rating by at least three out of four of the Rating Agencies if there are four Rating Agencies or all of the Rating Agencies if there
are fewer than four Rating Agencies. Notwithstanding the foregoing, a Below Investment Grade Rating Event otherwise arising by virtue
of a particular reduction or reductions in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Triggering Event hereunder)
if the Rating Agencies making the reduction(s) in rating to which this definition would otherwise apply do not announce or publicly
confirm or inform the Trustee in writing at its request that the reduction(s) were the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable
Change of Control shall have occurred at the time of the ratings event) (the “Change of Control Event”). For the purpose
of this definition, an “Extension Period” shall occur and continue for so long as the aggregate of (i) the number of
Rating Agencies that have placed the relevant notes on publicly announced consideration for possible downgrade during the initial 60-day
period as a result, in whole or in part, of the applicable Change of Control Event and (ii) the number of Rating Agencies that have
downgraded the relevant notes to below an Investment Grade Rating as a result, in whole or in part, of the applicable Change of Control
Event during either the initial 60-day period or the Extension Period provided for in clause (i) would be sufficient to result in
a Change of Control Triggering Event should one or more of the Rating Agencies that have placed the relevant notes on publicly announced
consideration for possible downgrade subsequently downgrade such notes to below an Investment Grade Rating. The Extension Period shall
terminate on the earlier of (A) the date on which the Rating Agencies that placed the relevant notes on publicly announced consideration
for possible downgrade within the initial 60-day period referred to in subclause (i) of this definition make their determinations
with respect to the impact of the Change of Control Event on the rating of such notes, and (B) the date on which two of the Rating
Agencies (if there are four Rating Agencies) or one of the Rating Agencies (if there are fewer than four Rating Agencies) has confirmed
that the relevant notes will not be downgraded or are not subject to consideration for a possible downgrade to below an Investment Grade Rating
as a result of the applicable Change of Control Event.
“Change
of Control” means the consummation of any transaction including, without limitation, any merger, amalgamation, arrangement
or consolidation the result of which is that any person or group of related persons, other than any one or more of the Company, the Company’s
Subsidiaries, the Company’s or any of its Subsidiaries’ employee benefit plans, or Management and/or any entity or group
of entities controlled by Management (provided that upon the consummation of a transaction by Management and/or an entity or group of
entities controlled by Management, the Company’s Class A Shares or other Voting Stock into which the Company’s Class A
Shares are reclassified, consolidated, exchanged or changed continue to be listed and posted for trading on a national securities exchange
in the United States, Canada or Europe), becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of (i) more than 50% of the voting power of each class of the Company’s Voting
Stock (or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed in connection
with such transaction) measured by voting power rather than number of shares, or (ii) Voting Stock sufficient to enable it to elect
a majority of the members of the Company’s board of directors. For the purposes of this provision, “person” and “group”
have the meanings attributed thereto in Sections 13(d) and 14(d) of the Exchange Act.
For
the purposes of the Indentures, a Person will be deemed to be controlled by Management if the individuals comprising Management are the
beneficial owners, directly or indirectly, of, in aggregate, (i) more than 50% of the voting power of such Person’s voting
stock measured by voting power rather than number of shares or (ii) such Person’s voting stock sufficient to enable them to
elect a majority of the members of such Person’s board of directors (or similar body).
“Change
of Control Triggering Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB− (or the
equivalent) by S&P, BBB− (or the equivalent) by Fitch and BBB(low) (or the equivalent) by DBRS.
“Management”
means any one or more of the Company’s directors, officers or employees (or directors, officers or employees of any one or
more of the Company’s Subsidiaries) immediately prior to the consummation of any transaction that would constitute a Change of
Control, acting individually or together.
“Rating
Agencies” means (1) each of Moody’s, S&P, Fitch and DBRS and (2) if any of the foregoing Rating Agencies
ceases to rate the notes of a series or fails to make a rating of the notes of a series publicly available for reasons outside of BFI
or the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62)
under the Exchange Act, selected by BFI (as certified by a resolution of the board of directors of BFI) as a replacement agency
for Moody’s, S&P, Fitch or DBRS, or some or all of them, as the case may be.
The
failure by BFI to comply with the obligations described under “— Change of Control” will constitute an Event of
Default with respect to the notes of the applicable series.
The
Change of Control Triggering Event feature of the notes may in certain circumstances make more difficult or discourage a sale or takeover
of the Company and, thus, the removal of incumbent management. Subject to the limitations discussed below, we could, in the future, enter
into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control
under the notes, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure
or credit ratings on the notes. Restrictions on our ability to incur liens are contained in the covenants as described in this prospectus
supplement under “— Covenants — Negative Pledge”.
Company Additional
Amounts
All
payments made by BFI or the Company under or with respect to the notes will be made free and clear of, and without withholding or
deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge imposed or
levied by or on behalf of the Government of Canada or of any province or territory thereof or therein or by any authority or agency
therein or thereof having power to tax (hereinafter “Taxes”), unless BFI or the Company (as applicable) is
required to withhold or deduct Taxes by law or by the interpretation or administration thereof. If BFI or the Company is so required
to withhold or deduct any amount for or on account of Taxes from any payment made by it under or with respect to notes of a series
and the notes of such series are not redeemed in accordance with the provisions described under “— Redemption for
Changes in Canadian Withholding Taxes”, BFI or the Company (as applicable) will pay such additional amounts (“Company
Additional Amounts”) as may be necessary so that the net amount received (including Company Additional Amounts) by each
Holder (including, as applicable, the beneficial owners in respect of any such Holder) after such withholding or deduction will not
be less than the amount the Holder (including, as applicable, the beneficial owners in respect of any such Holder) would have
received if such Taxes had not been withheld or deducted; provided that no Company Additional Amounts will be payable with respect
to: (a) any payment to a Holder or beneficial owner who is liable for such Taxes in respect of such note (i) by reason of
such Holder or beneficial owner, or any other person entitled to payments on the note, being a person with whom BFI or the Company
does not deal at arm’s length (within the meaning of the Income Tax Act (Canada)
(the “Tax Act”)), (ii) by reason of the existence of any present or former connection between such
Holder or beneficial owner (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over,
such Holder or beneficial owner, if such Holder or beneficial owner is an estate, trust, partnership, limited liability company or
corporation) and Canada or any province or territory thereof or therein other than the mere ownership, or receiving payments under
or enforcing any rights in respect of such note as a non-resident or deemed non-resident of Canada or any province or territory
thereof or therein, (iii) in the case of the 2054 notes, as a consequence of the payment being deemed to be a dividend pursuant
to subsection 214(16) or 214(17) of the Tax Act, or, in the case of the 2035 notes, by reason of such Holder or beneficial owner
being a “specified shareholder” of BFI or not dealing at arm’s length with a “specified shareholder”
of BFI as defined in subsection 18(5) of the Tax Act, or (iv) by reason of such Holder or beneficial owner being an entity in
respect of which BFI or the Company is a “specified entity” as defined in proposed subsection 18.4(1) of the Tax
Act contained in proposals to amend the Tax Act released on November 28, 2023 (which were introduced as a bill and had third
reading in the House of Commons on May 28, 2024) with respect to “hybrid mismatch arrangements” or substantially
analogous provisions enacted as an amendment to the Tax Act; (b) any Tax that is levied or collected other than by withholding
from payments on or in respect of the notes; (c) any note presented for payment (where presentation is required) more than
30 days after the later of (i) the date on which such payment first becomes due or (ii) if the full amount of the
monies payable has not been paid to the Holders or beneficial owners of the notes on or prior to such date, the date on which the
full amount of such monies has been paid to the Holders or beneficial owners of the notes, except to the extent that the Holder or
beneficial owner of the notes would have been entitled to such Company Additional Amounts on presentation of the same for payment on
the last day of such period of 30 days; (d) any estate, inheritance, gift, sales, transfer, excise or personal property
Tax or any similar Tax; (e) any Tax imposed as a result of the failure of a Holder or beneficial owner to comply with
certification, identification, declaration, filing or similar reporting requirements concerning the nationality, residence, identity
or connection with Canada or any province or territory thereof or therein of such Holder or beneficial owner, if such compliance is
required by statute or by regulation, as a precondition to reduction of, or exemption, from such Tax; (f) any (i) tax,
assessment, withholding or deduction required pursuant to Sections 1471 to 1474 of the U.S. Internal Revenue Code of
1986, as amended (“FATCA”), or any successor version thereof, or any similar legislation imposed by any other
governmental authority, or (ii) Tax or penalty arising from the Holder’s or beneficial owner’s failure to properly
comply with the Holder’s or beneficial owner’s obligations imposed under the Canada-United States Enhanced Tax
Information Exchange Agreement Implementation Act (Canada) or any treaty, law or regulation or other official guidance enacted by
Canada implementing FATCA or an intergovernmental agreement with respect to FATCA or any similar legislation imposed by any other
governmental authority, including, for greater certainty, Part XVIII and Part XIX of the Tax Act; or (g) any
combination of the foregoing clauses (a) to (f).
BFI
or the Company (as applicable) will also (1) make such withholding or deduction and (2) remit the full amount deducted or withheld
by it to the relevant authority in accordance with applicable law. BFI or the Company (as applicable) will furnish to the Holders of
the notes, within 30 days after the date the payment of any Taxes by it is due pursuant to applicable law, certified copies of tax
receipts evidencing such payment by it. BFI and the Company will indemnify and hold harmless each Holder (including, as applicable, the
beneficial owners in respect of any such Holder) and, upon written request, will reimburse each such Holder (including, as applicable,
the beneficial owners in respect of any such Holder) for the amount of (i) any Taxes (other than any Taxes for which Company Additional
Amounts would not be payable pursuant to clauses (a) through (g) above) levied or imposed and paid by such Holder (including,
as applicable, the beneficial owners in respect of any such Holder) as a result of payments made under or with respect to the notes which
have not been withheld or deducted and remitted by BFI or the Company (as applicable) in accordance with applicable law, (ii) any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto, and (iii) any Taxes (other than
any Taxes for which Company Additional Amounts would not be payable pursuant to clauses (a) through (g) above) imposed
with respect to any reimbursement under clause (i) or (ii) above, but excluding any such Taxes on such Holder’s
(including, as applicable, the beneficial owners in respect of any such Holder’s) net income.
Whenever
in the Indentures there is mentioned, in any context, the payment of principal (and premium, if any), Redemption Price, Purchase
Price, Change of Control Payment, interest or any other amount payable under or with respect to any note, such mention shall be deemed
to include mention of the payment of Company Additional Amounts to the extent that, in such context, Company Additional Amounts are,
were or would be payable in respect thereof.
Co-Obligors
and/or Additional Guarantors
Without
the consent of any Holders, BFI, when authorized by a resolution of the board of directors of BFI, the Company and the Trustee, may enter
into an indenture supplemental to the applicable Indenture in respect of the notes of a series, in form satisfactory to the Trustee,
for the purpose of adding as a co-obligor (whether as an additional issuer or guarantor) of the notes of such series, an Affiliate of
BFI or the Company (each, a “Co-Obligor”); provided that any such Co-Obligor shall be organized or formed under the
laws of (1) any state of the United States, (2) Canada or any province or territory thereof, (3) the United Kingdom, (4) Australia
or (5) any country that is a member of the European Union
and provided further, that BFI may only add a Co-Obligor if BFI determines that adding such Co-Obligor would not result in a deemed
sale or exchange of the relevant notes by any holder for U.S. federal income tax purposes under applicable Treasury Regulations or a
disposition of the relevant notes by any holder or beneficial owner of such notes for Canadian federal income tax purposes. Any such
supplemental indenture entered into for the purpose of adding a Co-Obligor formed under any jurisdiction other than a state of the United
States (each, a “Non-U.S. Co-Obligor”) shall include a provision for (i) the payment of additional amounts (“Other
Additional Amounts”) in the form substantially similar to that described in “— Company Additional Amounts”,
with such modifications as the Company and such Non-U.S. Co-Obligor reasonably determine are customary and appropriate for U.S. and Canadian
bondholders to address then-applicable (or potentially applicable future) taxes, duties, levies, imposts, assessments or other governmental
charges imposed or levied by or on behalf of the applicable governmental authority in respect of payments made by such Non-U.S. Co-Obligor
under or with respect to the relevant notes, including any exceptions thereto as the Company and such Non-U.S. Co-Obligor shall reasonably
determine would be customary and appropriate for U.S. and Canadian bondholders and (ii) the right of any issuer to redeem the relevant
notes at 100% of the aggregate principal amount thereof plus accrued interest thereon in the event that Other Additional Amounts become
payable by a Non-U.S. Co-Obligor in respect of such notes as a result of any change in law or official position regarding the application
or interpretation of any law that is announced or becomes effective after the date of such supplemental indenture.
Any
such Co-Obligor shall be jointly and severally liable with BFI or the Company (as applicable) to pay the principal, premium, if any,
and interest on the relevant notes.
Redemption for
Changes in Canadian Withholding Taxes
The
notes of each series will be subject to redemption as a whole (in the case of the 2054 notes, together with the original 2054 notes),
but not in part, at the option of BFI at any time at 100% of the principal amount, together with accrued and unpaid interest thereon
to the redemption date, in the event BFI shall have received an opinion from independent tax counsel experienced in such matters to the
effect that BFI has become, or would become, obligated to pay, on the next date on which any amount would be payable with respect to
the notes of such series, any Company Additional Amounts and Other Additional Amounts as a result of a change in the laws of Canada or
any political subdivision or taxing authority thereof or therein (including any regulations promulgated thereunder), or any change in
any official position regarding the application or interpretation of such laws or regulations, which change is announced or becomes effective
on or after the date of the Tenth Supplemental Indenture (in the case of the 2054 notes) or the Eleventh Supplemental Indenture (in the
case of the 2035 notes).
Events of Default
Each
of the following will constitute an Event of Default under the Indentures with respect to the notes of each series: (a) failure
to pay any interest on such notes when due, which failure continues for 30 days; (b) failure to pay principal of, or any
premium on, such notes when due; (c) failure to deposit any sinking fund payment, when due, in respect of such notes;
(d) failure to perform any other covenant or warranty of BFI or the Company in the applicable Indenture (other than a covenant
or warranty included in such Indenture solely for the benefit of a series of notes other than the notes of the applicable series
offered hereby), which failure continues for 60 days after written notice has been given by the Trustee or the holders of at least
25% in aggregate principal amount of outstanding notes of such series, as provided in the applicable Indenture; (e) the
Company’s Guarantee Obligations shall, for any reason, cease to be, or the Company shall assert in writing to the Trustee or
the holders thereof that such guarantee is not in full force and effect and enforceable against the Company in accordance with its
terms; (f) default by the Company in the payment of principal of, premium, if any, or interest on, any obligation for borrowed
money indebtedness (other than an obligation payable on demand or maturing less than 12 months from the creation or issue thereof)
in an outstanding principal amount in excess of 5% of Consolidated Net Worth in the aggregate at the time of default, or any failure
in the performance of any other covenant of the Company contained in any instrument under which such obligations are created or
issued, provided that in each such case all cure periods relating to such default have expired and the holders of such borrowed
money indebtedness or a trustee for such holders (if any) declares such indebtedness to be due and payable prior to its stated
maturity, and provided further that if any such default is waived at any time by such holders or trustee in accordance with the
terms of such instrument, then the Event of Default under the applicable Indenture shall be deemed to be waived without further
action on the part of the Trustee or the holders; (g) certain events of bankruptcy, insolvency or reorganization affecting the
Company or BFI; and (h) the failure by BFI to comply with the obligations described herein under “— Change of
Control”.
Covenants
The
following covenants shall apply to the notes of each series:
Negative
Pledge
Neither
BFI, nor the Company will create any Lien (as defined herein) on any of their property or assets to secure any indebtedness for
borrowed money without in any such case effectively providing that the notes, in the case of BFI, and the Guarantee Obligations, in the
case of the Company (together with, if BFI or the Company, as applicable, shall so determine, any other indebtedness of BFI or the Company,
as applicable, which is not subordinate to the notes or the Guarantee Obligations, as applicable), shall be secured equally and ratably
with (or prior to) such secured indebtedness, so long as such secured indebtedness shall be so secured; provided, however,
that the foregoing restrictions shall not apply to:
| (a) | Liens
on any property or assets existing at the time of acquisition thereof (including acquisition
through merger or consolidation) to secure, or securing, the payment of all or any part of
the purchase price, cost of improvement or construction cost thereof or securing any indebtedness
incurred prior to, at the time of or within 120 days after, the acquisition of such
property or assets or the completion of any such improvement or construction, whichever is
later, for the purpose of financing all or any part of the purchase price, cost of improvement
or construction cost thereof or to secure, or securing, the repayment of money borrowed to
pay, in whole or in part, such purchase price, cost of improvement or construction cost or
any vendor’s privilege or lien on such property securing all or any part of such purchase
price, cost of improvement or construction cost, including title retention agreements and
leases in the nature of title retention agreements (provided such Liens are limited
to such property or assets and to improvements on such property); |
| (b) | Liens
arising by operation of law; |
| (c) | any
other Lien arising in connection with indebtedness if, after giving effect to such Lien and
any other Lien created pursuant to this paragraph (c), the aggregate principal amount
of indebtedness secured thereby would not exceed 5% of Consolidated Net Worth; and |
| (d) | any
extension, renewal, substitution or replacement (or successive extensions, renewals,
substitutions or replacements), as a whole or in part, of any of the Liens referred to in
paragraphs (a) and (b) above or any indebtedness secured thereby; provided
that such extension, renewal, substitution or replacement Lien shall be limited to all
or any part of substantially the same property or assets that secured the Lien extended,
renewed, substituted or replaced (plus improvements on such property) and the principal amount
of indebtedness secured by such Lien at such time is not increased. |
Status of
BFI
BFI
shall at all times remain a Subsidiary of the Company.
Certain Definitions
Set
forth below is a summary of certain of the defined terms used in the Indentures. Reference is made to each respective Indenture for the
full definition of all defined terms.
“Affiliate”
of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, “control”, when used with respect to any Person, means the power to influence
the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Capital
Stock” of any Person means any and all shares, units, interests, participations or other equivalents (however designated)
of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person.
“Consolidated
Net Worth” means the consolidated equity of the Company and its Subsidiaries determined on a consolidated basis in accordance
with generally accepted accounting principles (including all preferred equity and all equity securities that are classified as liabilities
for purposes of generally accepted accounting principles but are convertible, either at the option of the issuer or the holder of such
securities, into equity and are not redeemable at the sole option of the holder for consideration other than equity), plus, without duplication,
Qualifying Subordinated Debt and Deferred Credits.
“Deferred
Credits” means the deferred credits of the Company and its Subsidiaries determined on a consolidated basis in accordance
with generally accepted accounting principles.
“Guarantee
Obligations” means the guarantee obligations of the Company pursuant to Article 5 of the Base Indenture but solely
in respect of the notes of each respective series.
“Holder”
means a Person in whose name a note is registered in the security register in respect of the notes of such series.
“Lien”
means, with respect to any property or asset, any mortgage, charge, hypothecation, pledge, encumbrance on, or other security interest
in, such property or asset.
“Qualifying
Subordinated Debt” means Debt of the Company and its Subsidiaries which by its terms provides that the payment of principal
of (and premium, if any) and interest on and all other payment obligations in respect of such Debt shall be subordinate to the prior
payment in full of the Company’s obligations in respect of the notes of each series to at least the extent that no payment of principal
of (or premium, if any) or interest on or otherwise due in respect of such Debt may be made for so long as there exists any default in
the payment of principal (or premium, if any) or interest on the notes of such series.
“Subsidiary”
of any Person means (i) a corporation 50% or more of the combined voting power of the outstanding Voting Stock of which is owned,
directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries
thereof, or (ii) any other Person (other than a corporation) in which such Person, or one or more other Subsidiaries of such Person
or such Person and one or more other Subsidiaries thereof, directly or indirectly, has at least a majority ownership and power to direct
the policies, management and affairs thereof.
“Voting
Stock” of any Person means Capital Stock of such Person which ordinarily has voting power for the election of directors
(or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such
voting power by reason of any contingency.
The Trustee
and the Paying Agent
The
address of the Trustee is 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Yl. The “Place of Payment” for
the notes will be at the address of the Paying Agent, currently located at 1505 Energy Park Drive, St Paul, Minnesota 55108.
Book-Entry System
Each
of the notes will be represented by one or more global notes (collectively, the “Global Notes”) registered in the
name of The Depository Trust Company, or its nominee, as Depositary (the “Depositary”). The provisions set forth
under “Description of Debt Securities — Registered Global Securities” in the accompanying base shelf prospectus
will be applicable to the notes. Accordingly, beneficial interests in the notes will be shown on, and transfers thereof will be effected
only through, records maintained by the Depositary and its Participants (as defined herein). Except as described under “Description
of Debt Securities — Registered Global Securities” in the accompanying base shelf prospectus, owners of beneficial interests
in the Global Notes will not be entitled to receive notes in definitive form and will not be considered holders of notes under the Indentures.
The
following is based on information furnished by the Depositary: the Depositary is a limited-purpose trust company organized under the
New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing
agency” registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary holds securities that its
Participants deposit with the Depositary. The Depositary also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Participants’ accounts,
thereby eliminating the need for physical movement of securities certificates. These direct Participants (“Direct Participants”)
include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. The Depositary
is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
company for the Depositary, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered
clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the Depositary’s system is also available
to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly (“Indirect Participants”, and together with Direct Participants,
“Participants”). The rules applicable to the Depositary and its Participants are on file with the SEC.
Principal
and interest payments on the notes registered in the name of the Depositary’s nominee will be made in immediately available funds
to the Depositary’s nominee as the registered owner of the Global Notes. Under the terms of the Indentures, BFI and the Trustee
will treat the persons in whose names the notes of a particular series are registered as the owners of such notes for the purpose of
receiving payment of principal and interest on such notes and for all other purposes whatsoever. Therefore, neither BFI, the Company,
the Trustee nor any Paying Agent for the notes of either series has any direct responsibility or liability for the payment of principal
or interest on such notes to owners of beneficial interests in the Global Notes. The Depositary has advised BFI, the Company and the
Trustee that its current practice is, upon receipt of any payment of principal or interest, to credit the accounts of Participants on
the payment date with such payment in amounts proportionate to their respective beneficial interests in the principal amount of the Global
Notes as shown in the records of the Depositary, unless the Depositary has reason to believe that it will not receive payment on the
payment date. Payments by Direct Participants and Indirect Participants to owners of beneficial interests in the Global Notes will be
governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer
form or registered in “street name”, and will be the responsibility of the Direct Participants or Indirect Participants,
and not of the Depositary, the Trustee, BFI or the Company, subject to any statutory requirements as may be in effect from time to time.
Payment of principal and interest to the Depositary is the responsibility of BFI or the Trustee, disbursement of such payments to Participants
shall be the responsibility of the Depositary, and the disbursement of such payments to the owners of beneficial interests in the Global
Notes shall be the responsibility of Participants.
BFI
understands that, under existing industry practice, if BFI were to request any action by the Holders or if an owner of a beneficial interest
in the Global Notes were to desire to take any action that the Depositary, as the registered owner of the Global Notes, is entitled to
take, the Depositary would authorize Participants to take such action, and that Participants would, in turn, authorize beneficial owners
owning through them to take such action or would otherwise act upon the instructions of such beneficial owners.
CERTAIN
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In
the opinion of Torys LLP, counsel to BFI, and Goodmans LLP, Canadian counsel to the underwriters, the following is, at the
date hereof, a general summary of the principal Canadian federal income tax considerations generally applicable under the Tax Act
to a beneficial owner of notes (including entitlement to all payments thereunder) acquired hereunder who, at all relevant times, for
the purposes of the Tax Act, deals at arm’s length and is not affiliated with the underwriters, BFI and the Company (a “Note
Holder”).
This
summary is not applicable to a Note Holder (i) that is a “financial institution” (as defined in the Tax Act
for purposes of the “mark-to-market” property rules), (ii) an interest in which is a “tax shelter investment”
(as defined in the Tax Act), (iii) that has elected to report its “Canadian tax results” (as defined in the
Tax Act) in a functional currency in accordance with the provisions of the Tax Act or (iv) that enters into or will enter into
a “derivative forward agreement” (as defined in the Tax Act) in respect of the notes. Such Note Holders should
consult their own tax advisors having regard to their particular circumstances. This summary does not address the split income rules in
section 120.4 of the Tax Act. Note Holders should consult their own tax advisors in this regard. In addition, this summary does not address
the deductibility of interest by a Note Holder who has borrowed money or otherwise incurred debt in connection with the acquisition of
the notes. Note Holders should consult their own tax advisors in that regard.
This
summary is based upon the facts set out in this prospectus supplement, the current provisions of the Tax Act and the regulations
thereunder (the “Regulations”) in force at the date of this prospectus supplement, all specific proposals to
amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof
(the “Proposed Amendments”) and counsel’s understanding of the current administrative policies and assessing
practices published in writing by the Canada Revenue Agency (the “CRA”) prior to the date hereof. There can be
no assurance that the proposed amendments will be implemented in their current form or at all. This summary does not otherwise take into
account or anticipate any changes of law or practice, whether by judicial, governmental or legislative decision or action or changes
in the administrative policies or assessment practices of the CRA, nor does it take into account tax legislation or considerations of
any province, territory or foreign jurisdiction, which may differ significantly from those discussed herein.
This
summary assumes that no Affiliate of BFI or the Company will be added as a Co-Obligor under the applicable notes. Note Holders should
consult with their own tax advisors with respect to the tax consequences to them of the addition of a Co-Obligor under the notes.
This
summary does not address the possible application of the “hybrid mismatch arrangement” rules included in Proposed Amendments
contained in Bill C-59, “An Act to implement certain provisions of the fall economic statement tabled in Parliament on November 21,
2023 and certain provisions of the budget tabled in Parliament on March 28, 2023”, which completed third reading in the House
of Commons on May 28, 2024 to a Note Holder (i) that disposes of a note to a person or entity with which it does not deal at
arm’s length or to an entity that is a “specified entity” (as defined in such Proposed Amendments) with respect to
the Note Holder or in respect of which the Note Holder is a “specified entity”, (ii) that disposes of a note under,
or in connection with, a “structured arrangement” (as defined in such Proposed Amendments), or (iii) in respect of which
BFI is a “specified entity”. Such Note Holders should consult their own tax advisors.
This
summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular
Note Holder and no representations with respect to the income tax consequences to any particular Note Holder are made. This summary is
not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective purchasers should consult their own tax advisors
for advice with respect to the tax consequences to them of acquiring, holding and disposing of the notes, including the application and
effect of the income and other tax laws of any country, province, territory, state or local tax authority.
For
purposes of the Tax Act, all amounts, including interest, adjusted cost base and proceeds of disposition, must be expressed in Canadian
dollars. For purposes of the Tax Act, amounts denominated in U.S. dollars generally must be converted into Canadian dollars
using the appropriate exchange rate determined in accordance with the detailed rules in the Tax Act in that regard.
Residents
of Canada
The
following portion of the summary is generally applicable to a Note Holder who, at all relevant times, for the purposes of the Tax Act,
is or is deemed to be resident in Canada, and holds the notes as capital property (a “Resident Note Holder”).
Generally, the notes will be considered to be capital property to a Resident Note Holder provided that the Resident Note Holder does
not hold the notes in the course of carrying on a business of buying and selling securities and has not acquired them in one or more
transactions considered to be an adventure or concern in the nature of trade. Certain Resident Note Holders whose notes might not otherwise
qualify as capital property may be entitled to have the notes, and all other “Canadian securities” (as defined in the Tax
Act) owned by the Resident Note Holder in the year and in each subsequent taxation year, deemed to be capital property by making an irrevocable
election permitted by subsection 39(4) of the Tax Act. Such Resident Note Holders should consult their own tax advisors
as to whether this election is available and advisable, having regard to their own particular circumstances.
Interest
A
Resident Note Holder that is a corporation, partnership, unit trust or any trust of which a corporation or partnership is a beneficiary
will be required to include in computing its income for a taxation year any interest (or amount that is considered for the purposes of
the Tax Act to be interest) on a note that accrues (or is deemed to accrue) to the Resident Note Holder to the end of that taxation
year or that becomes receivable by or is received by the Resident Note Holder before the end of that taxation year, except to the extent
that such interest was otherwise included in computing the Resident Note Holder’s income for a preceding taxation year.
Any
other Resident Note Holder, including an individual and a trust (other than a unit trust) of which neither a corporation nor a partnership
is a beneficiary, will be required to include in computing its income for a taxation year any interest on a note received or receivable
by such Resident Note Holder in that taxation year (depending upon the method regularly followed by the Resident Note Holder in computing
its income) as interest (or amount that is considered for the purposes of the Tax Act to be interest) on a note, except to the extent
that the interest was included in the Resident Note Holder’s income for a preceding taxation year.
In
acquiring a 2054 note, a Resident Note Holder will become entitled to receive an amount stipulated to be in respect of interest for the
period from, and including, March 4, 2024 to, but excluding, the closing date of this offering (“Pre-Issue Interest”).
Provided that it is reasonable to consider that a portion of the purchase price of such 2054 note paid to BFI is in respect of the Pre-Issue
Interest, such amount will be deductible in computing income of the Resident Note Holder for the taxation year in which it is included
in computing the income of the Resident Note Holder.
The
notes may be issued at a discount from their face value. In such circumstances, a Resident Note Holder may be required to include an
amount equal to such discount in computing income, either in accordance with the deemed interest accrual rules contained in the
Tax Act and Regulations or in the taxation year in which an amount in respect of the discount is received or receivable by the Resident
Note Holder. Resident Note Holders should consult their own tax advisors in these circumstances, as the treatment of the discount may
vary with the facts and circumstances giving rise to the discount.
Any
premium paid by BFI to a Resident Note Holder because of the redemption or purchase for cancellation by it of a note before maturity
generally will be deemed to be interest received at that time by the Resident Note Holder to the extent that such premium can reasonably
be considered to relate to, and does not exceed the value at the time of the redemption or purchase for cancellation of, the interest
that would have been paid or payable by BFI on the note for a taxation year ending after the redemption or purchase for cancellation.
A
Resident Note Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout
the relevant taxation year may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment
income” for such year (as defined in the Tax Act), including amounts of interest. Proposed amendments to the Tax Act extend this
additional tax and refund mechanism in respect of aggregate investment income to “substantive CCPCs” (as defined in such
proposed amendments), and introduce anti-avoidance rules that may deem certain corporations resident in Canada that do not otherwise
qualify as “substantive CCPCs” to so qualify. Resident Note Holders are advised to consult their own tax advisors in this
regard.
Disposition
On
a disposition or deemed disposition of a note, whether on redemption, purchase for cancellation or otherwise, a Resident Note Holder
generally will be required to include in its income the amount of interest accrued (or deemed to accrue) to the Resident Note
Holder on the note from the date of the last interest payment to the date of disposition, except to the extent that such amount has
otherwise been included in the Resident Note Holder’s income for the taxation year or a previous taxation year. A Resident
Note Holder may also be required to include in computing income the amount of any discount received or receivable by such Resident
Note Holder. In general, a disposition or deemed disposition of a note will give rise to a capital gain (or capital loss) to
the extent that the proceeds of disposition, excluding any accrued interest and any other amount included in computing income,
exceed (or are exceeded by) the adjusted cost base of the note to the Resident Note Holder immediately before the disposition
and any reasonable costs of disposition.
A
Note Holder’s adjusted cost base of a note acquired pursuant to this Prospectus will generally include any amount paid to acquire
the note plus the amount of any discount included in income by such Note Holder. A Resident Note Holder that receives repayment in full
of the outstanding principal amount of a note upon maturity will be considered to have disposed of the note for proceeds of disposition
equal to such outstanding principal amount.
In
computing the adjusted cost base of a 2054 note acquired hereunder by a Resident Note Holder, the cost of such 2054 note must be averaged
with the adjusted cost base of any original 2054 notes then held by that Resident Note Holder as capital property. Generally, a Resident
Note Holder’s adjusted cost base of a 2054 note will include any amount paid to acquire the 2054 note but will be reduced by any
Pre-issue Interest that is deductible in computing the income of such Resident Note Holder.
One
half of the amount of any capital gain (a “taxable capital gain”) realized by a Resident Note Holder in a
taxation year generally must be included in the Resident Note Holder’s income for that year, and one-half of the amount of any
capital loss (an “allowable capital loss”) realized by a Resident Note Holder in a taxation year must generally be
deducted from taxable capital gains realized by the Resident Note Holder in that year. Allowable capital losses in excess of taxable
capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried
forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years to the extent and
under the circumstances described in the Tax Act. Proposed Amendments released on June 10, 2024, propose to increase the
capital gains inclusion rate from one-half to two thirds for Resident Note Holders that are corporations and certain trusts, and
from one half to two thirds on the portion of net capital gains realized in the year that exceed $250,000 for Resident Note Holders
that are individuals (other than certain trusts), effective for capital gains realized on or after June 25, 2024. Pursuant to
such Proposed Amendments, net capital losses will generally be deductible against taxable capital gains in the relevant year by
adjusting their value to reflect the inclusion rate of the capital gains being offset, subject to certain transitional
rules applicable to taxation years that begin before and end on or after June 25, 2024. Resident Note Holders are advised
to consult their own tax advisors in this regard.
A
Resident Note Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout
the relevant taxation year may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment
income” for such year (as defined in the Tax Act), including amounts in respect of net taxable capital gains. Proposed amendments
to the Tax Act extend this additional tax and refund mechanism in respect of aggregate investment income to “substantive CCPCs”
(as defined in such proposed amendments), and introduce anti-avoidance rules that may deem certain corporations resident in Canada
that do not otherwise qualify as “substantive CCPCs” to so qualify. Resident Note Holders are advised to consult their own
tax advisors in this regard.
Resident
Note Holders that are individuals (other than certain trusts) may be subject to the alternative minimum tax provisions of the Tax Act
in respect of realized capital gains. Such Resident Note Holders should consult their own tax advisors.
Non-Residents
of Canada
The
following portion of the summary is generally applicable to a Note Holder who, at all relevant times, for purposes of the
Tax Act, is not, and is not deemed to be, a resident of Canada, does not use or hold and is not deemed to use or hold the notes
in or in the course of carrying on business in Canada, deals at arm’s length with any person resident in Canada to whom the
Note Holder disposes of a note and is not a “specified shareholder” (as defined in subsection 18(5) of
the Tax Act) of BFI or the Company or a person who does not deal at arm’s length with such specified shareholder
(a “Non-Resident Note Holder”). Special rules, which are not discussed below, may apply to a non-resident of
Canada that is an insurer which carries on business in Canada and elsewhere. This portion of the summary assumes that no interest
paid on the notes to a Non-Resident Note Holder will be in respect of a debt or other obligation to pay an amount to a person with
whom BFI or the Company does not deal at arm’s length within the meaning of the Tax Act.
Amounts
which are, or are deemed to be, interest for purposes of the Tax Act paid or credited by BFI or the Company on the notes to a Non-Resident
Note Holder that deals at arm’s length with BFI or the Company at the time such interest is paid or credited will not be subject
to non-resident withholding tax and no non-resident withholding tax will apply to the proceeds received by a Non-Resident Note Holder
on a disposition of a note, including a redemption, payment on maturity or repurchase.
Generally,
no other tax on income or gains under the Tax Act will be payable by a Non-Resident Note Holder on interest, principal, premium,
bonus or penalty on a note or on the proceeds received by a Non-Resident Note Holder on the disposition of a note, including a redemption,
payment on maturity or repurchase.
CERTAIN
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The
following is a summary of certain U.S. federal income tax considerations relating to the purchase, ownership, and disposition of
a 2054 note or a 2035 note by a U.S. Holder (as defined herein) that purchases such note pursuant to this offering at the price
set forth on the cover of this prospectus supplement. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”),
administrative pronouncements, published rulings, judicial decisions, existing Treasury Regulations promulgated under the Code (the “Treasury
Regulations”) and interpretations of the foregoing, as in effect on the date hereof, all of which are subject to change (possibly
with retroactive effect) and differing interpretations. This summary discusses only notes held as capital assets within the meaning of
Section 1221 of the Code (generally, property held for investment purposes). This summary is intended for general information purposes
only and does not discuss all of the tax consequences that may be relevant to U.S. Holders in light of their particular circumstances
or to U.S. Holders subject to special tax rules, such as banks or other financial institutions, tax-exempt organizations, insurance
companies, regulated investment companies, real estate investment trusts or other common trust funds, partnerships or other entities
or arrangements classified as partnerships for U.S. federal income tax purposes (and any investors thereof), certain former citizens
or long-term residents of the United States, dealers or traders in securities or foreign currency, U.S. Holders subject to
the alternative minimum tax, U.S. Holders whose functional currency is not United States dollars, persons subject to special
tax accounting rules under Section 451(b) of the Code, or persons that hold notes that are a hedge or that are hedged
against currency risks or that are part of a straddle or conversion transaction. In addition, this summary does not address any aspects
of other U.S. federal tax laws, such as estate and gift tax laws or the Medicare contribution tax on net investment income, or any
applicable state, local or non-U.S. tax laws.
For
purposes of this summary, a “U.S. Holder” is a beneficial owner of a 2054 note or a 2035 note that, for
U.S. federal income tax purposes, is (i) a citizen or individual resident of the United States; (ii) a
corporation, or other entity treated as a corporation for U.S. federal income tax purposes, that is created in or organized
under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which
is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust if (A) a
U.S. court is able to exercise primary supervision of the administration of the trust and one or more U.S. persons have
the authority to control all substantial decisions of the trust or (B) the trust has made a valid election to be treated as a
U.S. person under applicable Treasury Regulations.
If
a partnership, or other entity or arrangement classified as a partnership for U.S. federal income tax purposes, owns a note, the
tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partners
in a partnership that owns a note are urged to consult their tax advisers as to the particular U.S. federal income tax consequences
applicable to them.
This
summary does not constitute, and should not be considered as, legal or tax advice to holders of notes. Prospective investors are urged
to consult their tax advisers with regard to the application of the tax considerations discussed below to their particular situations
as well as the application of any state, local, non-U.S. or other tax laws, including gift and estate tax laws.
Effect of
Repurchase Upon a Change of Control Triggering Event
BFI
will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest
to the date of repurchase upon the occurrence of a Change of Control Triggering Event. It is possible that BFI’s offer to repurchase
the notes at a premium could implicate the Treasury Regulations relating to “contingent payment debt instruments.” If the
notes were characterized as contingent payment debt instruments, U.S. Holders might, among other things, be required to accrue interest
income at a rate higher than the stated interest on the notes and to treat any gain recognized on the sale, exchange, retirement, redemption
or other taxable disposition of a note as ordinary income rather than as capital gain.
BFI
intends to take the position that the likelihood of such repurchase of the notes at a premium is remote or incidental, and thus that
the notes should not be treated as contingent payment debt instruments. BFI’s determination that such a contingency is remote or
incidental is binding on a U.S. Holder, unless the U.S. Holder discloses a contrary position in the manner required by applicable
Treasury Regulations. BFI’s determination, however, is not binding on the U.S. Internal Revenue Service (“IRS”),
and the IRS could challenge this determination.
The
remainder of this summary assumes that BFI’s determination that such a contingency is remote or incidental is correct. U.S. Holders
are urged to consult their tax advisers regarding the possible application of the special rules related to contingent payment debt
instruments.
Qualified
Reopening
Pursuant
to the applicable Treasury Regulations, we intend to treat the 2054 notes as issued in a “qualified reopening” of the original
2054 notes. For U.S. federal income tax purposes, debt instruments issued in a qualified reopening are deemed to be part of the same
issue as the original debt instruments. Accordingly, if the issuance of the 2054 notes is treated as a qualified reopening, then the
2054 notes will be treated as having the same issue date, the same issue price, and (with respect to holders) the same adjusted issue
price as the original 2054 notes for U.S. federal income tax purposes. Under the rules governing qualified reopenings, because the
original 2054 notes were not issued with “original issue discount” (“OID”) for U.S. federal income tax
purposes, the 2054 notes will also not have OID for U.S. federal income tax purposes. The remainder of this summary assumes that the
2054 notes will be issued in a qualified reopening of the original 2054 notes and will not have OID for U.S. federal income tax purposes.
However, depending on a holder’s purchase price, the 2054 notes may have amortizable bond premium. Special rules govern the
treatment of amortizable bond premium, as described below under “—Premium”.
Payments
of Interest
Except
with respect to pre-issuance accrued interest in respect of the 2054 notes (discussed below), interest on a note (and any Company
Additional Amounts or Other Additional Amounts, as applicable, and including any taxes withheld on such payments of interest or any Company Additional Amounts or Other Additional Amounts) generally will be taxable to a U.S. Holder as ordinary income
at the time received or accrued, in accordance with the holder’s method of accounting for U.S. federal income tax
purposes.
Interest
and any Company Additional Amounts or Other Additional Amounts, as applicable, paid by BFI on the notes generally will constitute
income from sources outside the United States for the purpose of calculating the foreign tax credit allowable to a
U.S. Holder. For U.S. foreign tax credit purposes, interest and any Company Additional Amounts or Other Additional
Amounts, as applicable, paid by BFI generally will constitute “passive category income.” The rules relating to
foreign tax credits are complex, and U.S. Holders are urged to consult their tax advisers regarding the availability of a
foreign tax credit under their particular circumstances.
Pre-Issuance
Accrued Interest
A
portion of the price paid for a 2054 note will be allocable to stated interest that accrued prior to the date the 2054 note is purchased
pursuant to this offering (the “pre-issuance accrued interest”). A U.S. Holder may elect to treat a portion of the
first stated interest payment, due on September 4, 2024, in an amount equal to the pre-issuance accrued interest as a return of
the pre-issuance accrued interest and not as a payment of stated interest on the 2054 note. Amounts treated as a return of the pre-issuance
accrued interest should not be taxable when received, but should reduce a holder’s adjusted tax basis in the 2054 note by a corresponding
amount.
Premium
To
the extent a U.S. Holder’s purchase price for a 2054 note is greater than the sum of all amounts payable on such note after the
purchase date, other than payments of qualified stated interest, the 2054 note will have amortizable bond premium to the extent of such
excess. A U.S. Holder may generally elect to amortize the bond premium over the remaining term of the 2054 note on a constant yield method
as an offset to stated interest that is includible in income under the U.S. Holder’s regular accounting method. The election to
amortize premium using a constant yield method, once made, will apply to certain other debt instruments that the U.S. Holder previously
acquired at a premium or that the U.S. Holder acquires at a premium on or after the first day of the first taxable year to which the
election applies, and a U.S. Holder may not revoke this election without the consent of the IRS. If a U.S. Holder elects to amortize
the premium, the holder must reduce its tax basis in the 2054 notes by the amount of premium used to offset stated interest as set forth
above. If a U.S. Holder does not elect to amortize the premium, that premium will decrease the gain or increase the loss that otherwise
would be recognized on a disposition of the 2054 note. The rules relating to amortizable bond premium, the determination of the
accrual period for any such bond premium, and the effect of an election to amortize bond premium are complex, and potential investors
are urged to consult their tax advisers regarding the application of these rules to their particular circumstances.
Original
Issue Discount
It
is expected, and this summary assumes, that the notes will not be treated for U.S. federal income tax purposes as issued with OID. If,
however, the stated redemption price of a note were to exceed its issue price by more than a de minimis amount, then a U.S. Holder
would be required to treat such excess amount as OID, which would be treated for U.S. federal income tax purposes as accruing over
the term of the note as interest income. Thus, a U.S. Holder would be required to include OID in income in advance of the receipt
of the cash to which such OID is attributable. The U.S. Holder’s adjusted tax basis in a note would be increased by the amount
of any OID included in the U.S. Holder’s gross income. In compliance with Treasury Regulations, if BFI determines that the
notes have OID, then BFI will provide certain information to the IRS and U.S. Holders of such notes that is relevant to determining
the amount of OID in each accrual period.
Sale, Exchange,
Redemption or Other Taxable Disposition of Notes
Upon
the sale, exchange, redemption or other taxable disposition of a note, a U.S. Holder generally will recognize gain or loss, if any,
for U.S. federal income tax purposes, equal to the difference between (i) the amount realized on such sale or other taxable
disposition (other than amounts received that are attributable to accrued but unpaid interest, which will be taxed as interest to the
extent not previously included in income, as described above) and (ii) the U.S. Holder’s adjusted tax basis in the note.
A U.S. Holder’s adjusted tax basis in a 2054 note generally will be the amount paid for the 2054 note, reduced by the pre-issuance
accrued interest previously received, any amortizable bond premium previously amortized by the U.S. Holder, and any payments on the 2054
note other than interest. A U.S. Holder’s adjusted tax basis in a 2035 note generally will be the amount paid for the 2035
note, reduced by the amount of any payments on the 2035 note other than interest.
Gain
or loss recognized by a U.S. Holder on a sale or other taxable disposition of the notes generally will constitute capital gain or
loss and will be long-term capital gain or loss if the notes were held by the U.S. Holder for more than one year. For non-corporate
U.S. Holders, the net amount of long-term capital gain generally will be subject to taxation at reduced rates. A U.S. Holder’s
ability to offset capital losses against ordinary income is limited. Gains recognized by a U.S. Holder on a sale or other taxable
disposition of the notes generally will be treated as U.S.-source income for U.S. foreign tax credit purposes.
Information
Reporting and Backup Withholding
In
general, information reporting will apply to payments of interest on a note and payments of the proceeds from a sale or other taxable
disposition of a note made to U.S. Holders other than certain exempt recipients (such as corporations). In addition, a U.S. Holder
may be subject to backup withholding tax on such payments if the U.S. Holder does not provide a taxpayer identification number,
fails to certify that the holder is not subject to backup withholding tax, or otherwise fails to comply with applicable backup withholding
tax rules. Any amounts withheld under the backup withholding rules will be allowed as a credit against a U.S. Holder’s
U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Certain U.S. Holders
that own “specified foreign financial assets” with an aggregate value exceeding certain United States dollar thresholds may
be required to include certain information with respect to such assets with their U.S. federal income tax returns. U.S. Holders
are urged to consult their tax advisers regarding the foregoing requirements with respect to the notes.
The
preceding summary of certain U.S. federal income tax considerations is for general information only and is not tax advice. Accordingly,
U.S. Holders are urged to consult their tax advisers as to the particular tax consequences to them of purchasing, owning and disposing
of notes, including the applicability and effect of any federal, state, local or non-U.S. tax laws and of any proposed changes in
applicable law.
UNDERWRITING
Under
the terms and subject to the conditions contained in an underwriting agreement dated , 2024, BFI has agreed to sell to the underwriters
named below, for whom Deutsche Bank Securities Inc. and BofA Securities, Inc. are acting as representatives (the “Representatives”),
the following respective principal amounts of notes:
| Underwriter | |
Principal Amount of
2054 Notes (US$) | | |
Principal Amount of
2035 Notes (US$) | |
| Deutsche Bank Securities Inc. | |
$ | | | |
$ | | |
| BofA Securities, Inc. | |
| | | |
| | |
| Total | |
$ | | | |
$ | | |
The
offering price of US$ (less the underwriters’ fees of US$ ) in respect of the 2054 notes (together with US$ of accrued interest
to be paid by purchasers of 2054 notes) will be payable in cash to BFI against delivery on or about
, 2024. The offering price of US$ (less the underwriters’ fees of US$ ) in respect of the 2035 notes will be payable in cash to
BFI against delivery on or about , 2024.
The
underwriting agreement provides that the underwriters are obligated to purchase all of the notes if any are purchased. The underwriting
agreement also provides that if an underwriter defaults, the purchase commitments of the non-defaulting underwriters may be increased
or the offering of the notes may be terminated.
The
obligations of the underwriters under the underwriting agreement are several and may be terminated at their discretion upon the occurrence
of certain stated events. Such events include, but are not limited to: (i) the suspension of the trading in the Class A Shares
by the SEC, any Canadian securities regulatory authority, the NYSE or the TSX or the suspension or limitation of trading in securities
generally on the NYSE or on the TSX or the establishment of minimum prices on either of such exchanges; (ii) the declaration of
a banking moratorium either by U.S. federal, New York State or Canadian authorities; and (iii) the occurrence of any outbreak
or the escalation of hostilities, the declaration by the U.S. or Canada of a national emergency or war, or other calamity or crisis the
effect of which on financial markets is such as to make it, in the sole judgment of the Representatives, impractical or inadvisable to
proceed with the offering or delivery of the notes as contemplated by this Prospectus. The respective public offering price of each series
of notes was determined by negotiation between BFI, the Company and the underwriters.
The
offering of the notes is being made in all the provinces of Canada and in the United States pursuant to a multijurisdictional disclosure
system adopted by the United States. The notes will be offered in the United States and Canada through the underwriters either directly
or through their respective U.S. or Canadian broker-dealer affiliates or agents, as applicable. No sales will be effected in any province
of Canada by any underwriter not duly registered as a securities dealer under the laws of such province, other than sales effected pursuant
to the exemptions from the registration requirements under the laws of such province. This offering will be made in Canada by Merrill
Lynch Canada Inc., a broker-dealer affiliate of BofA Securities, Inc. Deutsche Bank Securities Inc., whom we refer to in this prospectus
supplement as an underwriter, will not offer the notes offered hereby in Canada.
The
underwriters propose to offer the notes initially at the public offering prices on the cover page of this prospectus supplement
and to selling group members at such prices less a selling concession of (i) % of the principal amount per 2054 note or (ii)
% of the principal amount per 2035 note. The underwriters and selling group members may allow a discount (i) % of the principal
amount per 2054 note or (ii) % of the principal amount per 2035 note on sales to other brokers/dealers. After the initial public
offering, the underwriters may change the public offering prices and concessions and discounts to brokers/dealers.
After
a reasonable effort has been made to sell all of the notes at the public offering prices on the cover page of this prospectus supplement,
the underwriters may subsequently reduce and thereafter change, from time to time, the prices at which the notes are offered, provided
that the notes are not at any time offered at prices greater than the public offering prices on the cover page of this prospectus
supplement. The compensation realized by the underwriters will be decreased by the amount that the aggregate prices paid by purchasers
for the notes is less than the gross proceeds paid by the underwriters to BFI.
The
following table shows the underwriting fees and commissions that we are to pay to the underwriters in connection with this offering (expressed
as a percentage of the principal amount of the notes).
| |
|
|
Paid by BFI(1) |
|
| Per 2054 note |
|
|
|
|
% |
| Per 2035 note |
|
|
|
|
% |
(1) There
will be no underwriting discount or commissions paid for any BNRE purchased notes.
BFI
estimates that its “out of pocket” expenses for this offering, including filing fees, printing fees and legal and accounting
expenses, but not the underwriting fees and commissions, will be US$ .
The
2054 notes are not and will not be listed on any securities or stock exchange and consequently have no established trading market. The
2035 notes are a new issue of securities with no established trading market and will not be listed on any securities or stock exchange.
One or more of the underwriters intends to make a secondary market for the notes. However, they are not obligated to do so and may discontinue
making a secondary market for the notes at any time without notice. No assurance can be given as to how liquid the trading market for
the notes will be. See “Risk Factors.”
In
connection with the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the
prices of the notes. Specifically, the underwriters may sell a greater principal amount of notes than they are required to purchase in
connection with the offering of the notes, creating a syndicate short position. In addition, the underwriters may bid for, and purchase,
notes in the open market to cover syndicate short positions or to stabilize the prices of the notes. Finally, the underwriting syndicate
may reclaim selling concessions allowed for distributing the notes in the offering of the notes, if the syndicate repurchases previously
distributed notes in syndicate covering transactions, stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market prices of the notes above independent market levels. None of BFI, the Company or any of the underwriters make
any representations or predictions as to the direction or magnitude of any effect that the transactions described above may have on the
prices of the notes. The underwriters are not required to engage in any of these transactions and may end any of them at any time.
The
underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting
discount or commission received by it because the underwriters have repurchased notes sold by or for the account of such other underwriter
in stabilizing or short-covering transactions.
In
the underwriting agreement, BFI and the Company have agreed that they will not, without the prior written consent of the Representatives,
offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably
be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or
otherwise) by BFI, the Company or any affiliate of BFI, the Company or any person in privity with BFI, the Company or any affiliate of
BFI or the Company), directly or indirectly, including the filing (or participation in the filing) of a registration statement with
the SEC in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Exchange Act, any senior debt securities issued or guaranteed by BFI or the Company (other than
the notes) or publicly announce an intention to effect any such transaction, until the closing of the offering of the notes. For the
avoidance of doubt, this provision shall not prohibit the incurrence of indebtedness by Brookfield under any commercial paper program
or under Brookfield’s revolving credit facilities in effect on the date of the underwriting agreement. BFI and the Company
have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the U.S. Securities Act of
1933, as amended, or contribute to payments that each underwriter may be required to make in respect thereof.
The
notes offered by this Prospectus may not be offered or sold, directly or indirectly, nor may this Prospectus or any other offering material
or advertisements in connection with the offer and sale of any such notes be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose
possession this Prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and
the distribution of this Prospectus. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any
notes offered by this Prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
Certain
of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the
future certain commercial banking, financial advisory, investment banking and other services for us and our affiliates in the ordinary
course of their business, for which they have received and may continue to receive customary fees and commissions.
In
addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account
of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans,
and may do so in the future. Certain of the underwriters or their affiliates that have a lending relationship with us routinely hedge
their exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would
hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short
positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely
affect the future trading price of the notes offered hereby. In addition, in the ordinary course of their business activities, the underwriters
and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments
and securities activities may involve securities or instruments of ours or our affiliates. The underwriters and their affiliates may
also make investment recommendations or publish or express independent research views in respect of such securities or financial instruments
and may hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.
We
expect that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page of
this prospectus supplement, which will be the third business day following the date of pricing of the notes (this settlement
cycle being referred to as “T+3”).
Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless
the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the delivery date may
be required, by virtue of the fact that the notes initially will settle in T+3, to specify an alternate settlement cycle at
the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes prior to the delivery date should
consult their own advisor.
Notice to Prospective
Investors in the European Economic Area
The
notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the European Economic Area (“EEA”) For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the
notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This Prospectus has
been prepared on the basis that any offer of notes in the EEA will be made pursuant to an exemption under the Prospectus Regulation from
the requirement to publish a prospectus for offers of notes. This Prospectus is not a prospectus for the purposes of the Prospectus Regulation.
In
connection with the offering, Deutsche Bank Securities Inc. and BofA Securities, Inc. are not acting for anyone other than BFI and
will not be responsible to anyone other than BFI for providing the protections afforded to their clients nor for providing advice in
relation to the offering.
The
above selling restriction is in addition to any other selling restrictions set out below.
Notice to Prospective
Investors in the United Kingdom
The
notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one
(or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended “EUWA”); or (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) 600/2014 as it forms part of domestic law by virtue
of the EUWA; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic law by virtue
of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by Regulation (EU)
1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling
the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This Prospectus has
been prepared on the basis that any offer of notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation
and the FSMA from the requirement to publish a prospectus for offers of notes. This Prospectus is not a prospectus for the purposes of
the UK Prospectus Regulation or the FSMA.
In
the UK, this document is for distribution only to, and is only directed at, qualified investors (as defined in the UK Prospectus Regulation)
who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are high net worth entities or other persons
falling within Article 49(2)(a) to (d) of the Financial Promotion Order, or (iii) are persons to whom an invitation
or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of
any notes may otherwise lawfully be communicated or caused to be communicated (all such persons being referred to as “relevant
persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will
be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its
contents.
Notice to Prospective
Investors in Switzerland
The
notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”)
and no application has or will be made to admit the notes to trading on any trading venue (exchange or multilateral trading facility)
in Switzerland. Neither this offering memorandum nor any other offering or marketing material relating to the notes constitutes a prospectus
pursuant to the FinSA, and neither this Prospectus nor any other offering or marketing material relating to the notes may be publicly
distributed or otherwise made publicly available in Switzerland.
Notice to Prospective
Investors in Hong Kong
No
underwriter nor any of their affiliates (i) have offered or sold, or will offer or sell, in Hong Kong, by means of any document,
the notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of
Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a
“prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance or (ii) have issued or had in its possession for the purposes of issue, or will issue or have
in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to
the notes that is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with respect to notes that are or are intended to be disposed of only to
persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any
rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong.
You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you
should obtain independent professional advice.
Notice to Prospective
Investors in Japan
The
notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan, Act No. 25 of 1948, as
amended (the “FIEA”) and the underwriters will not offer or sell any of the notes directly or indirectly in Japan
or to, or for the benefit of, any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any
Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with,
FIEA and any other applicable laws, regulations and ministerial guidelines promulgated by the relevant Japanese governmental or regulatory
authorities in effect at the relevant time. For purposes of this paragraph, “Japanese person” means any person resident in
Japan, including any corporation or other entity organized under the laws of Japan.
Notice to Prospective
Investors in Singapore
This
prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus
supplement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the
notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274
of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant
to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA, or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the notes are subscribed or purchased
under Section 275 by a relevant person which is: (i) a corporation (which is not an accredited investor) the sole business
of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or (ii) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary
is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights
and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the notes under Section 275
except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A),
and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer;
or (3) by operation of law. Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations
pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, BFI has determined, and hereby notifies all relevant persons (as
defined in Section 309A of the SFA) that the notes are “prescribed capital markets products” (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and “Excluded Investment Products” (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
PRIOR
SALES
No
debt securities have been issued by BFI during the 12 months preceding the date of this prospectus supplement except for (i) the
issuance of the original 2054 notes at a price of 100% of their principal amount and (ii) the issuance of the 2034 notes at a price
of 100% of their principal amount.
LEGAL
MATTERS
The
validity of the notes being offered hereby will be passed upon for the Company and BFI by Torys LLP of Toronto, Ontario, and New York,
New York, with respect to certain matters of Canadian law and of United States law, and for the underwriters by Skadden, Arps,
Slate, Meagher & Flom LLP of Toronto, Ontario, with respect to certain matters of United States law and Goodmans LLP
of Toronto, Ontario, with respect to certain matters of Canadian law. As at June 14, 2024, the partners and associates
of each of Torys LLP and Goodmans LLP owned beneficially as a group, directly or indirectly, less than 1% of our outstanding
shares.
Base Shelf Prospectus
No securities regulatory authority has
expressed an opinion about these securities and it is an offence to claim otherwise.
This short form base shelf
prospectus has been filed under legislation in each of the provinces of Canada that permits certain information about these
securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information.
The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period
of time after agreeing to purchase any of these securities, except where an exemption from such delivery requirements is available.
A registration statement
relating to these securities has been filed with the U.S. Securities and Exchange Commission, and the prospectus contained herein is not
complete and may be changed. These securities may not be offered or sold prior to the time the registration statement becomes effective.
This prospectus shall not constitute an offer to sell in any U.S. state where the offer or sale is not permitted.
This short form base shelf prospectus constitutes
a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons
permitted to sell such securities. Information has been incorporated by reference in this short form base shelf prospectus from
documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by
reference may be obtained on request without charge from the office of the Corporate Secretary of the Company at Brookfield Place, Suite 100,
181 Bay Street, Toronto, Ontario, Canada, M5J 2T3, Telephone: (416) 363-9491, and are also available electronically
on SEDAR+ at www.sedarplus.ca.
| New Issue and/or Secondary Offering |
|
|
|
May 31, 2024 |
SHORT
FORM BASE SHELF PROSPECTUS
US$3,500,000,000
BROOKFIELD
CORPORATION
Debt
Securities
Class A
Preference Shares
Class A
Limited Voting Shares
BROOKFIELD
FINANCE INC.
Debt Securities |
|
BROOKFIELD
FINANCE II INC.
Debt Securities |
|
BROOKFIELD
CAPITAL FINANCE LLC
Debt Securities |
| |
|
|
| BROOKFIELD
FINANCE II LLC |
|
BROOKFIELD
FINANCE (AUSTRALIA) PTY LTD |
|
BROOKFIELD
FINANCE I
(UK) PLC |
| |
|
|
Preferred
Shares
(representing
limited liability company interests) |
|
Debt
Securities |
|
Debt
Securities |
During the 25-month period
that this short form base shelf prospectus, including any amendments hereto (this “Prospectus”), remains effective,
(i) each of Brookfield Corporation (the “Company” or “BN”), Brookfield Finance Inc. (“BFI”),
Brookfield Capital Finance LLC (the “US LLC Issuer”), Brookfield Finance II Inc. (“BFI II”), Brookfield
Finance (Australia) Pty Ltd (the “AUS Issuer”) and Brookfield Finance I (UK) PLC (the “UK Issuer”
and, together with BFI, the US LLC Issuer, BFI II and the AUS Issuer, the “Finance Debt Issuers”) may from time to
time offer and issue senior or subordinated, as applicable, unsecured debt securities (the “BN Debt Securities”, “BFI
Debt Securities”, “US LLC Debt Securities”, “BFI II Debt Securities”, “AUS Issuer
Debt Securities” and “UK Issuer Debt Securities” respectively, and collectively the “Debt Securities”),
(ii) the Company may from time to time offer and issue Class A Preference Shares (the “BN Preference Shares”)
and Class A Limited Voting Shares (the “Class A Shares”) and (iii) Brookfield Finance II LLC (the “US
Pref Issuer”) (collectively with BN, BFI, the US LLC Issuer, BFI II, the AUS Issuer and the UK Issuer, the “Issuers”
and each an “Issuer”) may from time to time offer and issue preferred shares representing limited liability company
interests (the “US Preferred Shares”, and together with the BN Preference Shares, the “Preference Securities”,
and the Preference Securities, Class A Shares and Debt Securities collectively referred to herein as the “Securities”).
Each of the BFI Debt Securities, US LLC Debt Securities, BFI II Debt Securities, AUS Issuer Debt Securities and UK Issuer Debt Securities
will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts by the
Company, and the US Preferred Shares will be fully and unconditionally guaranteed as to the payment of distributions when due, the payment
of amounts due on redemption, and the payment of amounts due on the liquidation, dissolution or winding-up of the US Pref Issuer,
in each case by the Company. Certain of the limited partners of Oaktree Capital Group Holdings, L.P. (“OCGH”) (collectively,
the “Selling Shareholders”) may also from time to time offer and sell Class A Shares pursuant to this Prospectus.
See “Selling Shareholders”.
The Company, BFI and
BFI II are permitted, under a multijurisdictional disclosure system adopted by the United States and Canada, to prepare this Prospectus
in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those
of the United States. The financial statements included or incorporated herein have been prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board and thus may not be comparable to financial statements of
U.S. companies prepared in conformity with accounting principles generally accepted in the United States.
Prospective investors
should be aware that the acquisition of the Securities may have tax consequences both in the United States and in Canada. Such consequences
for investors who are residents in Canada or are residents in, or citizens of, the United States may not be described fully herein or
in a Prospectus Supplement (as defined below). Prospective investors should consult their own tax advisors with respect to their particular
circumstances.
The enforcement by
investors of civil liabilities under U.S. federal securities laws may be affected adversely by the fact that the Company, BFI, BFI II,
the AUS Issuer and the UK Issuer are incorporated or organized under the laws of a foreign jurisdiction outside of the United States and
that some or all of the officers and directors of the Issuers may be residents of a foreign jurisdiction outside of the United States,
that some or all of the underwriters or experts named or to be named in the registration statement may be residents of a foreign jurisdiction
outside of the United States and that such persons and all or a substantial portion of the assets of the Issuers and such persons may
be located outside the United States.
See “Cautionary
Note Regarding Forward-Looking Information” and “Risk Factors” beginning on pages iii and 2 for a discussion of
certain risks that you should consider in connection with an investment in these Securities.
THE SECURITIES HAVE
NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”), ANY U.S. STATE SECURITIES COMMISSION,
OR ANY CANADIAN REGULATORY AUTHORITY, NOR HAS THE COMMISSION, ANY U.S. STATE SECURITIES COMMISSION OR ANY CANADIAN SECURITIES REGULATORY
AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Collectively, the Selling
Shareholders may offer and sell Class A Shares and the Issuers may offer and issue Securities either separately or together, in one
or more offerings in an aggregate principal amount of up to US$3,500,000,000 (or the equivalent in other currencies or currency units).
Securities of any series may be offered in such amount and with such terms as may be determined in light of market conditions. The specific
terms of the Securities in respect of which this Prospectus is being delivered will be set forth in one or more prospectus supplements
(each a “Prospectus Supplement”) to be delivered to purchasers together with this Prospectus, and may include, where
applicable (i) in the case of Debt Securities, the specific designation, aggregate principal amount, denomination (which may be in
United States dollars, in any other currency or in units based on or relating to foreign currencies), maturity, interest rate (which may
be fixed or variable) and time of payment of interest, if any, any terms for redemption at the option of the Issuer or the holders, any
terms for sinking fund payments, any listing on a securities exchange, the initial public offering price (or the manner of determination
thereof if offered on a non-fixed price basis), any exchange or conversion terms and any other specific terms, (ii) in
the case of the BN Preference Shares, the designation of the particular class, series, aggregate principal amount, the number of shares
offered, the issue price, the dividend rate, the dividend payment dates, any terms for redemption at the option of the Company or the
holder, any exchange or conversion terms and any other specific terms, (iii) in the case of Class A Shares, the number of shares
offered, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price
(in the event the offering is a non-fixed price distribution, including, in the case of the Company but not the Selling Shareholders,
sales in transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 — Shelf
Distributions (“NI 44-102” and, as so defined, an “ATM Distribution”) and any other
specific terms, including in the case of offers and sales by the Selling Shareholders, the names of such Selling Shareholders and the
number of and prices at which such Class A Shares are proposed to be sold by them, and (iv) in the case of the US Preferred
Shares, the designation of the particular class, series, aggregate principal amount, the number of shares representing limited liability
company interests offered, the issue price, the distribution rate, the distribution payment dates, any terms for redemption at the option
of the US Pref Issuer or the holder, any exchange or conversion terms and any other specific terms. Each such Prospectus Supplement will
be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of each such Prospectus Supplement
and only for the purposes of the distribution of the Securities to which such Prospectus Supplement pertains. The Issuers have filed an
undertaking with the securities regulatory authorities in each of the provinces of Canada that they will not distribute, under this Prospectus,
Securities that, at the time of distribution, are novel without pre-clearing the disclosure to be contained in the Prospectus
Supplement, pertaining to the distribution of such Securities, with the applicable regulator.
The Company’s,
BFI’s and BFI II’s head and registered offices are at Brookfield Place, Suite 100, 181 Bay Street, P.O. Box 762,
Toronto, Ontario, M5J 2T3. The US LLC Issuer’s and the US Pref Issuer’s head and registered office is at Brookfield Place,
250 Vesey Street, 15th Floor, New York, New York, United States 10281-1023. The AUS Issuer’s registered and head office is Brookfield
Place, Level 19, 10 Carrington Street, Sydney, NSW 2000, Australia. The UK Issuer’s registered and head office is Level 25
One Canada Square, London, United Kingdom, E14 5AA.
The Issuers may sell
the Securities and the Selling Shareholders may sell Class A Shares to or through underwriters or dealers or directly to investors
or through agents. This Prospectus may qualify an ATM Distribution of Class A Shares. No Selling Shareholder may distribute Class A
Shares pursuant to an ATM Distribution. The Prospectus Supplement relating to each series of offered Securities will identify each person
who may be deemed to be an underwriter or agent with respect to such series and will set forth the terms of the offering of such series,
including, to the extent applicable, the purchase price or prices of the offered Securities, the initial offering price, the proceeds
to the applicable Issuer and/or Selling Shareholder from the sale of the offered Securities, the underwriting discounts and other items
constituting underwriters’ compensation, as applicable, and any discounts or concessions to be allowed or re-allowed or
paid to dealers. The managing underwriter or underwriters with respect to each series sold to or through underwriters will be named in
the related Prospectus Supplement.
In connection with any
offering of Securities, other than an ATM Distribution, the underwriters or agents may over-allot or effect transactions which stabilize
or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions,
if commenced, may be discontinued at any time. No agent of an ATM Distribution, and no person or company acting jointly or in concert
with an agent of an ATM Distribution, may, in connection with the distribution, enter into any transaction that is intended to stabilize
or maintain the market price of the securities or securities of the same class as the securities distributed pursuant to the ATM Distribution,
including selling an aggregate number or principal amount of securities that would result in the agent creating an over-allocation position
in the securities. See “Plan of Distribution”.
The outstanding BN Preference
Shares, Series 2, Series 4, Series 13, Series 17, Series 18, Series 24, Series 26, Series 28,
Series 30, Series 32, Series 34, Series 36, Series 37, Series 38, Series 40, Series 42, Series 44,
Series 46, Series 48, Series 51 and Series 52 are listed for trading on the Toronto Stock Exchange (“TSX”).
The outstanding Class A Shares are listed for trading on the New York Stock Exchange (“NYSE”) and
the TSX. The Existing BFI Subordinated Debt Securities, the Existing UK Issuer Senior Debt Securities and the Existing UK Issuer Subordinated
Debt Securities (each as defined below) are listed for trading on the NYSE.
The US LLC Issuer, the
US Pref Issuer, the AUS Issuer, the UK Issuer, certain directors of each of the Company, the AUS Issuer and the UK Issuer and certain
managers of the US LLC Issuer and the US Pref Issuer (collectively, the “Non-Residents”) are incorporated, continued
or otherwise organized under the laws of a non-Canadian jurisdiction or reside outside of Canada, as applicable. Although each
of the Non-Residents has appointed the Company, Brookfield Place, Suite 100, 181 Bay Street, Toronto, Ontario, Canada,
M5J 2T3, as its agent for service of process in Ontario, it may not be possible for investors to enforce judgments obtained in Canada
against any person or company that is incorporated, continued or otherwise organized under the laws of a non-Canadian jurisdiction
or resides outside of Canada, even if the Non-Resident has appointed an agent for service of process. See “Agent for Service
of Process”.
There is no market
through which the Debt Securities or the Preference Securities may be sold and purchasers may not be able to resell Debt Securities or
Preference Securities purchased under this Prospectus. This may affect the pricing of the Debt Securities or the Preference Securities
in the secondary market, the transparency and availability of trading prices, the liquidity of the Debt Securities or the Preference Securities,
and the extent of issuer regulation. See “Risk Factors”.
TABLE OF CONTENTS
In this Prospectus, unless
the context otherwise indicates, references to the “Company” refer to Brookfield Corporation and references to “we”,
“us”, “our” and “Brookfield” refer to the Company and its direct and indirect
subsidiaries including BFI, the US LLC Issuer, BFI II, the AUS Issuer, the UK Issuer and the US Pref Issuer. All dollar amounts set forth
in this Prospectus and any Prospectus Supplement are in U.S. dollars, except where otherwise indicated.
DOCUMENTS INCORPORATED
BY REFERENCE
The following documents,
filed with the securities regulatory authorities in each of the provinces and territories of Canada, and filed with, or furnished to,
the Commission, are specifically incorporated by reference in this Prospectus:
Any documents of the
Company, and if applicable, the Finance Debt Issuers and the US Pref Issuer, of the type described in item 11.1 of Form 44-101F1 — Short
Form Prospectus, and any “template version” of “marketing materials” (each as defined in National Instrument 41-101 — General
Prospectus Requirements (“NI 41-101”)), that are required to be filed by the Company, and if applicable,
the Finance Debt Issuers and the US Pref Issuer with the applicable securities regulatory authorities in Canada, after the date of this
Prospectus and prior to the termination of the applicable offering of Securities shall be deemed to be incorporated by reference into
this Prospectus. Each annual report on Form 40-F filed by the Company will be incorporated by reference into this Prospectus
and the U.S. registration statement on Forms F-10 and F-3 of which it forms a part (the “Registration Statement”).
In addition, any report on Form 6-K filed by the Company with the Commission after the date of this Prospectus shall be deemed
to be incorporated by reference into this Prospectus and the Registration Statement if and to the extent expressly provided in such report.
The Company’s reports on Form 6-K and its annual report on Form 40-F are available at the Commission’s
website at www.sec.gov.
Any statement contained
in this Prospectus or in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified
or superseded for the purposes of this Prospectus to the extent that a statement contained in this Prospectus or in any other subsequently
filed document that also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes that statement. The
modifying or superseding statement need not state that it has modified or superseded a prior statement or includes any other information
set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission
for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material
fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in
light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
Upon a new annual information
form and new interim or annual financial statements being filed with and, where required, accepted by the applicable securities regulatory
authorities during the currency of this Prospectus, the previous annual information form, the previous interim or annual financial statements
and all material change reports filed prior to the commencement of the then current fiscal year will be deemed no longer to be incorporated
by reference into this Prospectus for purposes of future offers and sales of Securities hereunder. Upon a new management information circular
in connection with an annual meeting being filed with the applicable securities regulatory authorities during the currency of this Prospectus,
the management information circular filed in connection with the previous annual meeting (unless such management information circular
also related to a special meeting) will be deemed no longer to be incorporated by reference in this Prospectus for purposes of future
offers and sales of Securities hereunder.
A Prospectus Supplement
containing the specific terms of an offering of Securities will be delivered to purchasers of such Securities together with this Prospectus
and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement but only for purposes of the offering
of Securities covered by that Prospectus Supplement.
Prospective investors
should rely only on the information incorporated by reference or contained in this Prospectus or any Prospectus Supplement and on the
other information included in the Registration Statement relating to the Securities and of which this Prospectus is a part. The Issuers
have not authorized anyone to provide different or additional information.
Copies of the documents
incorporated herein by reference may be obtained on request without charge from the office of the Corporate Secretary of the Company at
Brookfield Place, Suite 100, 181 Bay Street, Toronto, Ontario, Canada, M5J 2T3 telephone: (416) 363-9491, and
are also available electronically on System for Electronic Document Analysis and Retrieval+ (“SEDAR+”) at www.sedarplus.ca.
AVAILABLE INFORMATION
The Issuers have filed
the Registration Statement with the Commission under the United States Securities Act of 1933, as amended (the “Securities Act”).
This Prospectus does not contain all of the information set forth in such Registration Statement, to which reference is made for further
information.
The Company is subject
to the informational requirements of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and, in accordance therewith, files reports and other information with the Commission. Under a multijurisdictional disclosure system adopted
by the United States and Canada, such reports and other information may be prepared in accordance with the disclosure requirements of
Canada, which requirements are different from those of the United States. The Commission maintains an Internet site (http://www.sec.gov)
that makes available reports and other information that the Company files or furnishes electronically with it. The Company’s Internet
site can be found at http://bn.brookfield.com. The information on our website is not incorporated by reference into this Prospectus
and should not be considered a part of this Prospectus, and the reference to our website in this Prospectus is an inactive textual reference
only.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING INFORMATION
This Prospectus and the
documents incorporated by reference herein contain “forward-looking information” within the meaning of Canadian provincial
securities laws and “forward-looking statements” within the meaning of United States securities laws, including the U.S. Private
Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations (collectively, “forward-looking
statements”). Forward-looking statements include statements that are predictive in nature, depend upon or refer to future results,
events or conditions, and include, but are not limited to, statements which reflect management’s current estimates, beliefs and
assumptions regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities,
priorities, targets, goals, ongoing objectives, strategies, capital management and outlook of Brookfield, as well as the outlook for North
American and international economies for the current fiscal year and subsequent periods, and which in turn are based on management’s
experience and perception of historical trends, current conditions and expected future developments, as well as other factors management
believes are appropriate in the circumstances. The estimates, beliefs and assumptions of Brookfield are inherently subject to significant
business, economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change.
Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”,
“foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”,
“strive”, “will”, “may” and “should” and similar expressions.
Although Brookfield believes
that such forward-looking statements are based upon reasonable estimates, beliefs and assumptions, actual results may differ materially
from the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated or implied by
forward-looking statements include, but are not limited to: (i) returns that are lower than target; (ii) the impact or unanticipated
impact of general economic, political and market factors in the countries in which we do business; (iii) the behavior of financial
markets, including fluctuations in interest and foreign exchange rates and heightened inflationary pressures; (iv) global equity
and capital markets and the availability of equity and debt financing and refinancing within these markets; (v) strategic actions
including acquisitions and dispositions; the ability to complete and effectively integrate acquisitions into existing operations and the
ability to attain expected benefits; (vi) changes in accounting policies and methods used to report financial condition (including
uncertainties associated with critical accounting assumptions and estimates); (vii) the ability to appropriately manage human capital;
(viii) the effect of applying future accounting changes; (ix) business competition; (x) operational and reputational risks;
(xi) technological change; (xii) changes in government regulation and legislation within the countries in which we operate;
(xiii) governmental investigations and sanctions; (xiv) litigation; (xv) changes in tax laws; (xvi) ability to collect
amounts owed; (xvii) catastrophic events, such as earthquakes, hurricanes, and epidemics/pandemics; (xviii) the possible impact
of international conflicts and other developments including terrorist acts and cyberterrorism; (xix) the introduction, withdrawal,
success and timing of business initiatives and strategies; (xx) the failure of effective disclosure controls and procedures and internal
controls over financial reporting and other risks; (xxi) health, safety and environmental risks; (xxii) the maintenance of adequate
insurance coverage; (xxiii) the existence of information barriers between certain businesses within our asset management operations;
(xxiv) risks specific to our business segments including asset management, wealth solutions (previously referred to as “insurance
solutions”), renewable power and transition, infrastructure, private equity, real estate and corporate activities; and (xxv) other
risks and factors detailed in this Prospectus under the heading “Risk Factors” as well as in the AIF under the heading “Business
Environment and Risks” and the MD&A under the heading “Part 6 — Business Environment and Risks” and the
risks included in the Interim MD&A, each incorporated by reference in this Prospectus, as well as in other documents filed by Brookfield
from time to time with the securities regulators in Canada and the United States.
We caution that the foregoing
list of important factors that may affect future results is not exhaustive and other factors could also adversely affect future results.
Nonetheless, all of the forward-looking statements contained in this Prospectus or in documents incorporated by reference herein are qualified
by these cautionary statements. Readers are urged to consider these risks, as well as other uncertainties, factors and assumptions carefully
in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. Except
as required by law, Brookfield undertakes no obligation to publicly update or revise any forward-looking statements, whether written or
oral, that may need to be updated as a result of new information, future events or otherwise.
SUMMARY
The Company
The Company is a leading
global investment firm focused on building long-term wealth for institutions and individuals around the world via its three core businesses:
Alternative Asset Management, Wealth Solutions, and its Operating Businesses which are in renewable power, infrastructure, business and
industrial services, and real estate. Employing a highly disciplined approach to capital allocation, the Company leverages its conservatively
managed balance sheet, extensive operational experience, and global sourcing networks to continuously deliver capital appreciation and
cash flow growth throughout market cycles. The Company’s Class A Shares are co-listed on the NYSE and the TSX under
the symbol “BN”.
BFI
BFI was incorporated
on March 31, 2015 under the Business Corporations Act (Ontario) and is an indirect 100% owned subsidiary of the
Company. BFI has issued or become an obligor under approximately US$8.75 billion of unsecured senior debt securities (the “Existing
BFI Senior Debt Securities”) as of the date hereof. The Existing BFI Senior Debt Securities are fully and unconditionally guaranteed
by the Company. BFI has also issued approximately US$400 million of unsecured subordinated debt securities (the “Existing
BFI Subordinated Debt Securities”) as of the date hereof. The Existing BFI Subordinated Debt Securities are fully and unconditionally
guaranteed, on a subordinated basis, by the Company. The Existing BFI Subordinated Debt Securities are listed for trading on the NYSE
under the symbol “BNH”.
The US LLC Issuer
The US LLC Issuer was
formed on August 12, 2022 under the Delaware Limited Liability Company Act and is an indirect 100% owned subsidiary of the Company.
The US LLC Issuer has no significant assets or liabilities, no subsidiaries and no ongoing business operations of its own, other than
the issuance of the US LLC Debt Securities and the investments it makes with the net proceeds of such US LLC Debt Securities. The US LLC
Issuer has issued approximately US$550 million of unsecured senior debt securities (the “Existing US LLC Issuer Debt Securities”)
as of the date hereof. The Existing US LLC Issuer Debt Securities are fully and unconditionally guaranteed by the Company.
BFI II
BFI II was incorporated
on September 24, 2020 under the Business Corporations Act (Ontario) and is a direct 100% owned subsidiary of the
Company. BFI II has no significant assets or liabilities, no subsidiaries and no ongoing business operations of its own, other than the
issuance of the BFI II Debt Securities and the investments it makes with the net proceeds of such BFI II Debt Securities. BFI II has issued
approximately C$1 billion of unsecured senior debt securities (the “Existing BFI II Debt Securities”) as of the
date hereof. The Existing BFI II Debt Securities are fully and unconditionally guaranteed by the Company.
The AUS Issuer
The AUS Issuer was incorporated
on September 24, 2020 under the Corporations Act 2001 (Commonwealth of Australia) and is an indirect 100% owned subsidiary of the
Company. The AUS Issuer has no significant assets or liabilities, no subsidiaries and no ongoing business operations of its own.
The UK Issuer
The UK Issuer was incorporated
on September 25, 2020 under the UK Companies Act 2006 and is an indirect 100% owned subsidiary of the Company. The registered number
of the UK Issuer is 12904555. The UK Issuer has no significant assets or liabilities, no subsidiaries and no ongoing business operations
of its own, other than the issuance of the UK Issuer Debt Securities and the investments it makes with the net proceeds of such UK Issuer
Debt Securities. The UK Issuer has issued approximately US$600 million of unsecured senior debt securities (the “Existing
UK Issuer Senior Debt Securities”) as of the date hereof. The Existing UK Issuer Senior Debt Securities are fully and unconditionally
guaranteed by the Company. Subsequent to the issuance of the Existing UK Issuer Senior Debt Securities, BFI was added as a co-obligor of
the Existing UK Issuer Senior Debt Securities. The UK Issuer has also issued approximately US$230 million of unsecured subordinated
debt securities (the “Existing UK Issuer Subordinated Debt Securities”) as of the date hereof. The Existing UK Issuer
Subordinated Debt Securities are fully and unconditionally guaranteed, on a subordinated basis, by the Company. The Existing UK Issuer
Senior Debt Securities and the Existing UK Issuer Subordinated Debt Securities are listed for trading on the NYSE under the symbols “BN
/32” and “BNJ”, respectively.
The US Pref Issuer
The US Pref Issuer was
formed on September 24, 2020 under the Delaware Limited Liability Company Act and is an indirect 100% owned subsidiary of the Company.
The US Pref Issuer has no significant assets or liabilities, no subsidiaries and no ongoing business operations of its own.
The Offering
The Securities described
herein may be offered from time to time in one or more offerings utilizing a “shelf” process under Canadian and U.S. securities
laws. Under this shelf process, this Prospectus provides you with a general description of the Securities that may be offered. Each time
Securities are offered, we will provide a Prospectus Supplement that will contain specific information about the terms of that offering.
The Prospectus Supplement may also add, update or change information contained in this Prospectus. You should read both this Prospectus
and any Prospectus Supplement together with additional information described under the heading “Available Information.”
RISK FACTORS
An investment in the
Securities is subject to a number of risks. Before deciding whether to invest in the Securities, investors should consider carefully the
risks described in the relevant Prospectus Supplement and the information incorporated by reference in this Prospectus (including subsequently
filed documents incorporated by reference). Specific reference is made to the section entitled “Part 6 — Business Environment
and Risks” in the MD&A, the section entitled “Business Environment and Risks” in the AIF and the risks included
in the Interim MD&A, each of which is incorporated by reference in this Prospectus.
USE OF PROCEEDS
Unless otherwise indicated
in a Prospectus Supplement, the net proceeds from the sale of Securities by the Issuers will be used for general corporate purposes. The
Selling Shareholders will not receive any proceeds from any sale of Securities by the Issuers. The Issuers will not receive any proceeds
from any sale of Class A Shares by the Selling Shareholders.
DESCRIPTION OF CAPITAL
STRUCTURE OF THE ISSUERS
The Company’s authorized
share capital consists of an unlimited number of preference shares designated as Class A Preference Shares, issuable in series, an
unlimited number of preference shares designated as Class AA Preference Shares, issuable in series, an unlimited number of Class A
Shares, and 85,120 Class B Limited Voting Shares (“Class B Shares”). As of May 29, 2024, the Company
had 10,220,175 Class A Preference Shares, Series 2; 3,983,910 Class A Preference Shares, Series 4; 8,792,596 Class A
Preference Shares, Series 13; 7,840,204 Class A Preference Shares, Series 17; 7,681,088 Class A Preference Shares,
Series 18; 10,808,027 Class A Preference Shares, Series 24; 9,770,928 Class A Preference Shares, Series 26; 9,233,927
Class A Preference Shares, Series 28; 9,787,090 Class A Preference Shares, Series 30; 11,750,299 Class A Preference
Shares, Series 32; 9,876,735 Class A Preference Shares, Series 34; 7,842,909 Class A Preference Shares, Series 36;
7,830,091 Class A Preference Shares, Series 37; 7,906,132 Class A Preference Shares, Series 38; 11,841,025 Class A
Preference Shares, Series 40; 11,887,500 Class A Preference Shares, Series 42; 9,831,929 Class A Preference Shares,
Series 44; 11,740,797 Class A Preference Shares, Series 46; 11,885,972 Class A Preference Shares, Series 48;
3,320,486 Class A Preference Shares, Series 51; 1,177,580 Class A Preference Shares, Series 52; 1,643,315,224 Class A
Shares; and 85,120 Class B Shares issued and outstanding.
BFI’s authorized
share capital consists of an unlimited number of common shares, an unlimited number of preference shares designated as Class A Preference
Shares, issuable in series, and an unlimited number of preference shares designated as Class B Preference Shares, issuable in series.
As of the date of this Prospectus, BFI had 4,606,261 common shares; 6,400,000 Class A Preference Shares, Series 1;
and 54,262,400 Class B Preference Shares, Series 1 issued and outstanding.
The US LLC Issuer’s
authorized share capital consists of an unlimited number of common shares representing limited liability company interests. As of the
date of this Prospectus, 35,751 common shares of the US LLC Issuer are issued and outstanding.
BFI II’s authorized
share capital consists of an unlimited number of common shares. As of the date of this Prospectus, 40,100 common shares of BFI II are
issued and outstanding.
The AUS Issuer’s
authorized share capital consists of an unlimited number of ordinary shares. As of the date of this Prospectus, 10 ordinary shares
of the AUS Issuer are issued and outstanding.
The UK Issuer’s
share capital consists of ordinary shares. As of the date of this Prospectus, 10,181,441 ordinary shares of the UK Issuer are issued and
outstanding.
The US Pref Issuer’s
authorized share capital consists of an unlimited number of common shares and preferred shares representing limited liability company
interests. As of the date of this Prospectus, 100 common shares representing limited liability company interests of the US Pref Issuer
are issued and outstanding.
DESCRIPTION OF THE
BN PREFERENCE SHARES
The following description
sets forth certain general terms and provisions of the BN Preference Shares. The particular terms and provisions of a series of BN Preference
Shares offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto,
will be described in such Prospectus Supplement.
Series
The BN Preference Shares
may be issued from time to time in one or more series. The board of directors of the Company will fix the number of shares in each series
and the provisions attached to each series before issue.
Priority
The BN Preference Shares
rank senior to the Class AA Preference Shares, the Class A Shares, the Class B Shares and other shares ranking junior to
the BN Preference Shares with respect to priority in the payment of dividends and in the distribution of assets in the event of the liquidation,
dissolution or winding-up of the Company, whether voluntary or involuntary, or in the event of any other distribution of assets
of the Company among its shareholders for the purpose of winding-up its affairs. Each series of BN Preference Shares ranks on
a parity with every other series of BN Preference Shares with respect to priority in the payment of dividends and in the distribution
of assets in the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or in the event
of any other distribution of assets of the Company among its shareholders for the purpose of winding-up its affairs.
Shareholder Approvals
The
Company shall not delete or vary any preference, right, condition, restriction, limitation or prohibition attaching to the BN Preference
Shares as a class or create preference shares ranking in priority to or on parity with the BN Preference Shares except by special resolution
passed by at least 66 2/3% of the votes cast at a meeting of the holders of
the BN Preference Shares duly called for that purpose, in accordance with the provisions of the articles of the Company. Each holder of
BN Preference Shares entitled to vote at a class meeting of holders of BN Preference Shares, or at a joint meeting of the holders of two
or more series of BN Preference Shares, has one vote in respect of each C$25.00 of the issue price of each BN Preference Share held by
such holder.
DESCRIPTION OF THE
CLASS A SHARES
The following description
sets forth certain general terms and provisions of the Class A Shares. The particular terms and provisions of Class A Shares
offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be
described in such Prospectus Supplement.
Dividend Rights and Rights Upon Dissolution
or Winding Up
The Class A Shares
rank on parity with the Class B Shares and rank after the BN Preference Shares, the Class AA Preference Shares and any other
senior-ranking shares outstanding from time to time with respect to the payment of dividends (if, as and when declared by the board of
directors of the Company) and the return of capital on the liquidation, dissolution or winding up of the Company or any other distribution
of the assets of the Company among its shareholders for the purpose of winding up its affairs.
Voting Rights
Except
as set out below under “— Election of Directors”, each holder of Class A Shares and Class B Shares is entitled
to notice of, and to attend and vote at, all meetings of the Company’s shareholders (except meetings at which only holders of another
specified class or series of shares are entitled to vote) and shall be entitled to cast one vote per share. Subject to applicable law
and in addition to any other required shareholder approvals, all matters to be approved by shareholders (other than the election of directors),
must be approved by: (i) a majority or, in the case of matters that require approval by a special resolution of shareholders, at
least 66 2/3%, of the votes cast by holders of Class A Shares who vote
in respect of the resolution or special resolution, as the case may be, and (ii) a majority or, in the case of matters that require
approval by a special resolution of shareholders, at least 66 2/3%, of the votes
cast by holders of Class B Shares who vote in respect of the resolution or special resolution, as the case may be.
Election of Directors
In the election of directors,
holders of Class A Shares, together, in certain circumstances, with the holders of certain series of BN Preference Shares, are entitled
to elect one-half of the board of directors of the Company, provided that if the holders of BN Preference Shares, Series 2
become entitled to elect two or three directors, as the case may be, the numbers of directors to be elected by holders of Class A
Shares, together, in certain circumstances, with the holders of BN Preference Shares, shall be reduced by the number of directors to be
elected by holders of BN Preference Shares, Series 2. Holders of Class B Shares are entitled to elect the other one-half of
the board of directors of the Company.
Each holder of Class A
Shares has the right to cast a number of votes equal to the number of Class A Shares held by the holder multiplied by the number
of directors to be elected by the holder and the holders of shares of the classes or series of shares entitled to vote with the holder
of Class A Shares in the election of directors. A holder of Class A Shares may cast all such votes in favor of one candidate
or distribute such votes among its candidates in any manner the holder of Class A Shares sees fit. Where a holder of Class A
Shares has voted for more than one candidate without specifying the distribution of votes among such candidates, the holder of Class A
Shares will be deemed to have divided the holder’s votes equally among the candidates for whom the holder of Class A Shares
voted.
DESCRIPTION OF THE
US PREF ISSUER PREFERRED SHARES
The US Pref Issuer’s
limited liability company agreement authorizes its board of managers to establish one or more series of US Preferred Shares representing
limited liability company interests of the US Pref Issuer. The US Pref Issuer’s board of managers is able to determine, with respect
to any series of US Preferred Shares, the terms and rights of that series, including:
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the designation of the series; |
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the number of preferred shares representing limited liability company interests of the series; |
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whether distributions, if any, will be cumulative or non-cumulative and the distribution rate of the series; |
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the dates at which distributions, if any, will be payable; |
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the redemption rights and price or prices, if any, for preferred shares representing limited liability company interests of the series; |
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the terms and amounts of any sinking fund provided for the purchase or redemption of the preferred shares representing limited liability company interests of the series; |
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the amounts payable on preferred shares representing limited liability company interests of the series in the event of our liquidation or dissolution; |
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whether the preferred shares representing limited liability company interests of the series will be convertible into or exchangeable for interests of any other class or series or any other security of our company or any other entity; |
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restrictions on the issuance of preferred shares representing limited liability company interests of the series or of any shares representing limited liability company interests of any other class or series; and |
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the voting rights, if any, of the holders of the preferred shares representing limited liability company interests of the series. |
Guarantee
All US Preferred Shares
issued by the US Pref Issuer will be fully and unconditionally guaranteed by the Company. Set forth below is a summary of information
concerning the preferred share guarantees that the Company will execute and deliver for the benefit of the holders of any series of preferred
shares representing limited liability company interests offered by the US Pref Issuer. A prospectus supplement will contain more specific
information about the terms of the preferred share guarantee.
Pursuant to each preferred
share guarantee, the Company will agree to pay in full, to the holders of US Preferred Shares issued by the US Pref Issuer, the guarantee
payments, except to the extent paid by the US Pref Issuer, as and when due, regardless of any defense, right of set-off or counterclaim
which the US Pref Issuer may have or assert. The following payments, without duplication, with respect to US Preferred Shares, to the
extent not paid by the US Pref Issuer, will be subject to the preferred share guarantee:
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any accumulated and unpaid distributions (as described in the applicable share designation) that have been declared by the board of managers of the US Pref Issuer to be paid on the US Preferred Shares out of funds legally available for such distributions; |
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any redemption price (as described in the applicable share designation), plus all accrued and unpaid distributions to the date of redemption with respect to any US Preferred Shares called for redemption by the US Pref Issuer or otherwise required to be redeemed by the terms of the applicable share designation; and |
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upon a voluntary or involuntary dissolution, winding-up or liquidation of the US Pref Issuer, the aggregate stated liquidation preference and all accumulated and unpaid distributions, whether or not declared, without regard to whether the US Pref Issuer has sufficient assets to make full payment as required on liquidation. |
The Company’s obligation
to make a guarantee payment may be satisfied by direct payment of the required amounts by the Company to the holders of US Preferred Shares
or by causing the US Pref Issuer to pay the amounts to the holders. Each preferred share guarantee will be subordinated to all of the
debt of the Company that is not stated to be pari passu or subordinate to the guarantees and will rank senior to the
Class A Shares.
DESCRIPTION OF DEBT
SECURITIES
The following description
sets forth certain general terms and provisions of the Debt Securities. The particular terms and provisions of the series of Debt Securities
offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be
described in such Prospectus Supplement.
The BN Debt Securities
will be issued under an indenture dated as of September 20, 1995, as amended, restated, supplemented or replaced from time to time
(the “BN Indenture”), between the Company, as issuer, and Computershare Trust Company of Canada (formerly, Montreal
Trust Company of Canada) (“Computershare Canada”), as trustee (the “BN Trustee”). The
BFI Debt Securities will be issued under either (1) the indenture dated as of June 2, 2016 (as amended, restated, supplemented
or replaced from time to time, the “BFI Senior Indenture”), between BFI, as issuer, the Company, as guarantor, and
Computershare Canada, as trustee (the “BFI Trustee”), or (2) the subordinated indenture dated as of October 16,
2020, as amended, restated, supplemented or replaced from time to time, between BFI, as issuer, the Company, as guarantor, and the BFI
Trustee (the “BFI Subordinated Indenture” and together with the BFI Senior Indenture, the “BFI Indentures”).
The US LLC Debt Securities will be issued pursuant to the indenture dated as of June 14, 2023 (as amended, restated, supplemented
or replaced from time to time, the “US LLC Indenture”) between the US LLC Issuer, as issuer, the Company, as guarantor,
Computershare Trust Company, N.A. (“Computershare U.S.”), as U.S. trustee, and Computershare Canada, as Canadian trustee
(together, the “US LLC Trustees”). The BFI II Debt Securities will be issued pursuant to the indenture dated as of
December 14, 2022 (as amended, restated, supplemented or replaced from time to time, the “BFI II Indenture”) between
BFI II, as issuer, the Company, as guarantor, and Computershare Canada, as trustee (the “BFI II Trustee”). The AUS
Issuer Debt Securities will be issued pursuant to an indenture (the “AUS Issuer Indenture”) to be entered into among
the AUS Issuer, as issuer, the Company, as guarantor, and Computershare Canada, as Canadian trustee, and Computershare U.S., as U.S. trustee,
or such other trustees named in the indenture (together, the “AUS Issuer Trustees”). The UK Issuer Debt Securities
will be issued under either (1) the indenture dated as of July 26, 2021, as amended, restated, supplemented or replaced from
time to time (the “UK Issuer Senior Indenture”), between the UK Issuer, as issuer, the Company, as guarantor, and Computershare
Canada, as Canadian trustee, and Computershare U.S., as U.S. trustee (together,
the “UK Issuer Trustees”), or (2) the indenture dated as of November 24, 2020, as amended, restated, supplemented
or replaced from time to time, between the UK Issuer, as issuer, the Company, as guarantor, and the UK Issuer Trustees (the “UK
Issuer Subordinated Indenture” and together with the UK Issuer Senior Indenture, the “UK Issuer Indentures”).
We refer to the BN Indenture, the BFI Indentures, the US LLC Indenture, the BFI II Indenture, the AUS Issuer Indenture and the UK Issuer
Indentures as the “Indentures”. We refer to the BFI Subordinated Indenture, the US LLC Indenture, the BFI II Indenture,
the AUS Issuer Indenture and the UK Issuer Indentures as the “Other Indentures”. The Debt Securities may be issued
under such other indentures as the Company, the applicable Finance Debt Issuer and the applicable trustee or trustees may enter into in
the future. The indenture under which any Debt Securities are issued will be specified in the applicable Prospectus Supplement.
The BN Indenture, the
BFI Indentures and the BFI II Indenture are subject to the provisions of the Business Corporations Act (Ontario) and,
consequently, are exempt from the operation of certain provisions of the Trust Indenture Act of 1939 (the “Trust Indenture Act”)
pursuant to Rule 4d-9 thereunder. The US LLC Indenture, the AUS Issuer Indenture and the UK Issuer Indentures are subject to
the Trust Indenture Act. Executed copies or forms of the Indentures will or have been filed with the Commission as exhibits to the Registration
Statement. Each Indenture is or will also be available on each Issuer’s respective SEDAR+ profile at www.sedarplus.ca.
The following statements
with respect to the Indentures and the Debt Securities issued or to be issued thereunder are brief summaries of certain provisions of
the Indentures and do not purport to be complete; such statements are subject to the detailed referenced provisions of the applicable
Indenture, including the definition of capitalized terms used under this caption. Wherever a particular section or defined term of an
Indenture is referred to, the statement is qualified in its entirety by such section or term. References to the “Issuer”
and “Indenture Securities” refer to the Company and each Finance Debt Issuer, as issuer, and the Debt Securities issued
or to be issued by it under the Indentures. References to the “Trustee” or “Trustees” and any particular
Indenture or Debt Securities refer to the BN Trustee, the BFI Trustee, the US LLC Trustees, the BFI II Trustee, the AUS Issuer Trustees
or the UK Issuer Trustees as trustee or trustees under the applicable Indenture.
General
The Indentures do not
limit the aggregate principal amount of Indenture Securities (which may include debentures, notes and other unsecured evidences of indebtedness)
which may be issued thereunder, and Indenture Securities may be issued under each Indenture from time to time in one or more series and
may be denominated and payable in foreign currencies or units based on or relating to foreign currencies, including European currency
units, pounds sterling and Australian dollars. Special Canadian and United States federal income tax considerations applicable to any
Indenture Securities so denominated will be described in the Prospectus Supplement relating thereto. Unless otherwise indicated in the
applicable Prospectus Supplement, each Indenture permits the Company and each Finance Debt Issuer to increase the principal amount of
any series of Indenture Securities previously issued by it and to issue such increased principal amount. (Section 301 of the BN Indenture,
and Section 3.1 of the BFI Senior Indenture and the Other Indentures.) In the case of additional Debt Securities of a series under
the US LLC Indenture, the AUS Issuer Indenture and the UK Issuer Indentures, issued after the date of original issuance of Debt Securities
of such series, if they are not fungible with the original Debt Securities of such series for U.S. federal income tax purposes, then such
additional Debt Securities will be issued with a separate CUSIP or ISIN number so that they are distinguishable from the original Debt
Securities of such series.
All Debt Securities issued
by BFI, the US LLC Issuer, BFI II, the AUS Issuer and the UK Issuer will be fully and unconditionally guaranteed by the Company.
The applicable Prospectus
Supplement will set forth the following terms relating to the particular offered Debt Securities: (1) the specific designation of
the offered Debt Securities and the Indenture under which they are issued; (2) any limit on the aggregate principal amount of the
offered Debt Securities; (3) the date or dates, if any, on which the offered Debt Securities will mature and the portion (if less
than all of the principal amount) of the offered Debt Securities to be payable upon declaration of acceleration of maturity; (4) the
rate or rates per annum (which may be fixed or variable) at which the offered Debt Securities will bear interest, if any, the date or
dates from which any such interest will accrue and on which any such interest will be payable and the Regular Record Dates for any interest
payable on the offered Debt Securities which are in registered form (“Registered Debt Securities”); (5) any mandatory
or optional redemption or sinking fund provisions, including the period or periods within which the price or prices at which and the
terms and conditions upon which the offered Debt Securities may be redeemed or purchased at the option of the Issuer or otherwise; (6) whether
the offered Debt Securities will be issuable in registered form or bearer form or both and, if issuable in bearer form, the restrictions
as to the offer, sale and delivery of the offered Debt Securities in bearer form and as to exchanges between registered and bearer form;
(7) whether the offered Debt Securities will be issuable in the form of one or more registered global securities (“Registered
Global Securities”) and, if so, the identity of the Depositary for such Registered Global Securities; (8) the denominations
in which any of the offered Debt Securities will be issuable if in other than denominations of $1,000 and any multiple thereof; (9) each
office or agency where the principal of, and any premium and interest on, the offered Debt Securities will be payable and each office
or agency where the offered Debt Securities may be presented for registration of transfer or exchange; (10) if other than U.S. dollars,
the foreign currency or the units based on or relating to foreign currencies in which the offered Debt Securities are denominated and/or
in which the payment of the principal of, and any premium and interest on, the offered Debt Securities will or may be payable; (11) any
applicable terms or conditions related to the addition of any co-obligor or additional guarantor in respect of any or all series
of Debt Securities; and (12) any other terms of the offered Debt Securities, including any applicable subordination provisions,
exchange or conversion terms, covenants and additional Events of Default. Special Canadian and United States federal income tax considerations
applicable to the offered Debt Securities, the amount of principal thereof and any premium and interest thereon will be described in
the Prospectus Supplement relating thereto. Unless otherwise indicated in the applicable Prospectus Supplement, no Indenture affords
the Holders the right to tender Indenture Securities to the Issuer for repurchase, or provides for any increase in the rate or rates
of interest per annum at which the Indenture Securities will bear interest, in the event the Company or any Finance Debt Issuer should
become involved in a highly leveraged transaction or in the event of a change in control of the Company or any Finance Debt Issuer. (Section 301
of the BN Indenture, and Section 3.1 of the BFI Senior Indenture and the Other Indentures.)
Indenture Securities
may be issued bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, to be offered and sold
at a discount below their stated principal amount. The Canadian and United States federal income tax consequences and other special considerations
applicable to any such discounted Indenture Securities or other Indenture Securities offered and sold at par which are treated as having
been issued at a discount for Canadian and/or United States federal income tax purposes will be described in the Prospectus Supplement
relating thereto. (Section 301 of the BN Indenture, and Section 3.1 of the BFI Senior Indenture and the Other Indentures.)
The Indenture Securities
will be direct unsecured obligations of the Company and the Finance Debt Issuers and will be unsecured senior or subordinated, as applicable,
indebtedness of each of them as described in the applicable Prospectus Supplement. (Section 301 of the BN Indenture,
and Section 3.1 of the BFI Senior Indenture and the Other Indentures.)
The Company’s guarantee
of the Indenture Securities issued by the Finance Debt Issuers will be unsecured senior or subordinated, as applicable, indebtedness of
the Company, including the Company’s obligations under the Indenture Securities issued under the BN Indenture.
The guarantees will be
unsecured general obligations of the Company and will rank equal in right of payment with, or junior to, other unsecured and senior or
subordinated debt (other than subordinated debt that has been further subordinated in accordance with its terms), as applicable, of the
Company. The Debt Securities and the guarantees will be effectively subordinated to any secured indebtedness of the applicable Issuer
or to the Company to the extent of the value of the assets securing such indebtedness. The guarantee by the Company of the Indenture Securities
will guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Indenture Securities issued by the
applicable Issuer, when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise.
Form, Denomination, Exchange and Transfer
Unless otherwise indicated
in the applicable Prospectus Supplement, Indenture Securities will be issued only in fully registered form without coupons and in
denominations of $1,000 or any integral multiple thereof. (Section 302 of the BN Indenture, and Section 3.2 of the BFI Senior
Indenture and Other Indentures.) Indenture Securities may be presented for exchange and Registered Debt Securities may be presented for
registration of transfer in the manner, at the places and, subject to the restrictions set forth in the applicable Indenture and in the
applicable Prospectus Supplement, without service charge, but upon payment of any taxes or the governmental charges due in connection
therewith. Each Issuer has or will appoint, as applicable, their respective Trustees as Security Registrars under each Indenture. (Section 305
of the BN Indenture, and Section 3.5 of the BFI Senior Indenture and Other Indentures.)
Payment
Unless otherwise
indicated in the applicable Prospectus Supplement, payment of the principal of, and any premium and interest on, Registered Debt
Securities (other than a Registered Global Security) will be made at the Corporate Trust Office of the applicable
Trustee(s) and the office or agency of the particular Issuer maintained for that purpose in Toronto, Canada (in the case of the
BN Indenture, the BFI Indentures and the BFI II Indenture) or in Toronto, Canada or New York, New York (in the case of the US LLC
Indenture, the AUS Issuer Indenture and the UK Issuer Indentures), except that, at the option of the particular Issuer, payment of
any interest may be made (i) by check mailed to the address of the Person entitled thereto at such address as shall appear in
the applicable Security Register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified
in the applicable Security Register. (Sections 305, 307, and 1002 of the BN Indenture, and Sections 3.5, 3.7 and 11.2 of the BFI
Senior Indenture and the Other Indentures.) Unless otherwise indicated in the applicable Prospectus Supplement, payment of any
interest due on Registered Debt Securities will be made to the Persons in whose name such Registered Debt Securities are registered
at the close of business on the Regular Record Date for such interest payment. (Section 307 of the BN Indenture, and
Section 3.7 of the BFI Senior Indenture and Other Indentures.)
Registered Global Securities
The Registered Debt Securities
of a particular series may be issued in the form of one or more Registered Global Securities which will be registered in the name of,
and deposited with, one or more Depositories or nominees, each of which will be identified in the Prospectus Supplement relating to such
series. Unless and until exchanged, in whole or in part, for Indenture Securities in definitive registered form, a Registered Global Security
may not be transferred except as a whole by the Depositary for such Registered Global Security to a nominee of such Depositary, by a nominee
of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of
such Depositary or a nominee of such successor. (Section 305 of the BN Indenture, and Section 3.5 of the BFI Senior Indenture
and Other Indentures.)
The specific terms of
the depositary arrangement with respect to any portion of a particular series of Indenture Securities to be represented by a Registered
Global Security will be described in the Prospectus Supplement relating to such series. We anticipate that the following provisions will
apply to all depositary arrangements.
Upon the issuance of
a Registered Global Security, the Depositary therefor or its nominee will credit, on its book entry and registration system, the respective
principal amounts of the Indenture Securities represented by such Registered Global Security to the accounts of such persons having accounts
with such Depositary or its nominee (“participants”) as shall be designated by the underwriters, investment dealers
or agents participating in the distribution of such Indenture Securities or by the particular Issuer if such Indenture Securities are
offered and sold directly by the Issuer. Ownership of beneficial interests in a Registered Global Security will be limited to participants
or persons that may hold beneficial interests through participants. Ownership of beneficial interests in a Registered Global Security
will be shown on, and the transfer of such ownership will be effected only through, records maintained by the Depositary therefor or its
nominee (with respect to beneficial interests of participants) or by participants or persons that hold through participants (with respect
to interests of persons other than participants). The laws of some states in the United States require certain purchasers of securities
to take physical delivery thereof in definitive form. Such depositary arrangements and such laws may impair the ability to transfer beneficial
interests in a Registered Global Security.
So long as the Depositary
for a Registered Global Security or its nominee is the registered owner thereof, such Depositary or such nominee, as the case may be,
will be considered the sole owner or Holder of the Indenture Securities represented by such Registered Global Security for all purposes
under the applicable Indenture. Except as provided below, owners of beneficial interests in a Registered Global Security will not be entitled
to have Indenture Securities of the series represented by such Registered Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Indenture Securities of such series in definitive form and will not be considered the owners
or Holders thereof under the applicable Indenture.
Principal, premium, if
any, and interest payments on a Registered Global Security registered in the name of a Depositary or its nominee will be made to such
Depositary or nominee, as the case may be, as the registered owner of such Registered Global Security. None of the particular Issuer or
Trustee or any paying agent for Indenture Securities of the series represented by such Registered Global Security will have any responsibility
or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in such Registered Global
Security or for maintaining, supervising or reviewing any records relating to such beneficial interests.
We expect that the Depositary
for a Registered Global Security or its nominee, upon receipt of any payment of principal, premium or interest, will immediately credit
participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of
such Registered Global Security as shown on the records of such Depositary or its nominee. We also expect that payments by participants
to owners of beneficial interests in a Registered Global Security held through such participants will be governed by standing instructions
and customary practices, as is now the case with securities held for the accounts of customers registered in “street name”,
and will be the responsibility of such participants.
No Registered
Global Security may be exchanged in whole or in part for Indenture Securities registered, and no transfer of a Registered Global
Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Registered Global
Security or a nominee thereof unless (A) such Depositary (i) has notified the particular Issuer that it is unwilling or
unable to continue as Depositary for such Registered Global Security or (ii) has ceased to be a clearing agency registered
under the Exchange Act, and a successor securities Depositary is not obtained, (B) there shall have occurred and be continuing
an Event of Default with respect to such Registered Global Security, (C) the particular Issuer determines, in its sole
discretion, that the Securities of such series shall no longer be represented by such Registered Global Security and executes and
delivers to the applicable Trustee(s) an Issuer order that such Registered Global Security shall be so exchangeable and the
transfer thereof so registerable or (D) there shall exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated in the applicable Indenture. (Section 305 of the BN
Indenture, and Section 3.5.2 of the BFI Senior Indenture and the Other Indentures.)
Consolidation, Merger, Amalgamation and
Sale of Assets
Pursuant to the BN Indenture,
the Company shall not enter into any transaction (whether by way of reorganization, reconstruction, consolidation, amalgamation, merger,
transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become the property of any
other Person (the “BN Successor Corporation”) unless: (a) the Company and the BN Successor Corporation shall have
executed, prior to or contemporaneously with the consummation of such transaction, such instruments and done such things as, in the opinion
of counsel, are necessary or advisable to establish that, upon the consummation of such transaction, (i) the BN Successor Corporation
will have assumed all the covenants and obligations of the Company under the BN Indenture in respect of the Indenture Securities of every
series issued thereunder, and (ii) the Indenture Securities of every series issued under the BN Indenture will be valid and binding
obligations of the BN Successor Corporation entitling the Holders thereof, as against the BN Successor Corporation, to all the rights
of Holders of Indenture Securities under the BN Indenture; and (b) such transaction shall be on such terms and shall be carried out
at such times and otherwise in such manner as shall not be prejudicial to the interests of the Holders of the Indenture Securities of
each and every series or to the rights and powers of the Trustee under the BN Indenture. (Section 801 of the BN Indenture.)
Pursuant to the BFI Senior
Indenture and the Other Indentures, neither the applicable Finance Debt Issuer nor the Company (in each case for purposes of this description,
a “Predecessor”) shall enter into any transaction (whether by way of reorganization, reconstruction, consolidation,
amalgamation, merger, transfer, sale or otherwise) whereby all or substantially all of its undertaking, property and assets would become
the property of any other Person (in each case for purposes of this description, a “Successor”) unless: (a) the
Predecessor and the Successor shall have executed, prior to or contemporaneously with the consummation of such transaction, such instruments
and done such things as, in the opinion of counsel, are necessary or advisable to establish that, upon the consummation of such transaction,
(i) the Successor will have assumed all the covenants and obligations of the Predecessor under the applicable Indenture in respect
of the Indenture Securities of every series issued thereunder, and in the case of the Company, its guarantee of the Indenture Securities
and (ii) the Indenture Securities of every series issued by the Predecessor will be valid and binding obligations of the Successor,
entitling the Holders thereof, as against the Successor, to all the rights of Holders of Indenture Securities under the applicable Indenture;
and (b) such transaction shall be on such terms and shall be carried out at such times and otherwise in such manner as shall not
be prejudicial to the interests of the Holders of applicable Indenture Securities of each and every series or to the rights and powers
of the applicable Trustee(s) under the applicable Indenture; provided, however, that such restrictions are not applicable to any
sale or transfer by the applicable Finance Debt Issuer or the Company to any one or more of their subsidiaries. (Section 9.1 of the
BFI Senior Indenture and the Other Indentures.)
Events of Default
Unless otherwise
indicated in any Prospectus Supplement, each Indenture provides that the following will constitute an Event of Default under such
Indenture (except subsection (f) below which is not an Event of Default under the BN Indenture and subsection (g) below
which is not an Event of Default under the Other Indentures) with respect to Indenture Securities of any series issued by the
Company and each Finance Debt Issuer: (a) failure to pay principal of, or any premium on, any Indenture Security of that series
when due; (b) failure to pay any interest on any Indenture Securities of that series when due, which failure continues for 30
days; (c) other than with respect to the US LLC Indenture, default in the payment of principal and interest on any Indenture
Security required to be purchased pursuant to an Offer to Purchase made pursuant to the terms of the Indenture Securities of such
series; (d) failure to deposit any sinking fund payment, when due, in respect of any Indenture Security of that series;
(e) failure of any Finance Debt Issuer and/or the Company to perform, as applicable, any other covenant in the relevant
Indenture (other than a covenant included in such indentures solely for the benefit of a series other than that series), which
failure continues for 60 days after written notice has been given by the respective Trustee or the Holders of at least 25% in
aggregate principal amount of Outstanding Securities of that series, as provided in the relevant Indenture; (f) the
Company’s guarantee of all obligations related to that series shall, for any reason, cease to be, or the Company shall assert
in writing to the relevant Trustee or the Holders thereof that such guarantee is not in full force and effect and enforceable
against the Company in accordance with its terms; (g) failure by the Company to make any payment of principal of, or interest
on, any obligation for borrowed money (other than an obligation payable on demand or maturing less than 12 months from the
creation or issue thereof) having an outstanding principal amount in excess of 5% of the Company’s Consolidated Net Worth in
the aggregate at the time of default or any failure in the performance of any other covenant of the Company contained in any
instrument under which such obligations are created or issued and if the holders thereof, or a trustee, if any, for such holders
declare such obligations to be due and payable prior to the stated maturities thereof, provided that if such default is waived by
such holders or trustee, then the Event of Default under the applicable Indenture shall be deemed to be waived without further
action on the part of the applicable Trustee(s) or the Holders; (h) certain events of bankruptcy, insolvency or
reorganization affecting the Company and/or the Finance Debt Issuers; and (i) any other Events of Default provided with respect
to the Indenture Securities of such series, as described in the applicable Prospectus Supplement. (Section 501 of the BN
Indenture, and Section 6.1 of the BFI Senior Indenture and the Other Indentures.)
If an Event of Default
(other than an Event of Default related to certain events of bankruptcy, insolvency or reorganization affecting the Company and any Finance
Debt Issuer, and the Company in its capacity as guarantor under the applicable Indenture of each Finance Debt Issuer) with respect to
the Indenture Securities of any series at the time outstanding shall occur and be continuing either the applicable Trustee(s) or
the Holders of at least 25% in aggregate principal amount of Outstanding Securities of that series by notice, as provided in the applicable
Indenture, may declare the principal amount of the Indenture Securities of that series to be due and payable immediately. If an Event
of Default related to certain events of bankruptcy, insolvency or reorganization affecting any Issuer occurs with respect to the Indenture
Securities of any series at the time outstanding, the principal amount of all the Indenture Securities of that series will automatically,
and without any action by the applicable Trustee or any Holder, become immediately due and payable. After any such acceleration, but before
a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that
series may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of
accelerated principal (or other specified amount), have been cured or waived as provided in the applicable Indenture. (Section 502
of the BN Indenture, Section 6.2 of the BFI Senior Indenture and the Other Indentures.) For information as to waiver of defaults,
see “— Modification and Waiver”.
Each Indenture provides
that the applicable Trustee(s) will be under no obligation to exercise any of its rights or powers under the applicable Indenture
(or, in the case of the BFI Senior Indenture and the Other Indentures, commence or continue any act, action or proceeding for enforcing
any rights of the Trustee(s)) at the request or direction of any of the applicable Holders, unless such Holders shall have offered to
such Trustee(s) indemnity satisfactory to such Trustee(s) (or, in the case of the BFI Senior Indenture and the Other Indentures,
sufficient funds to commence or continue compliance with such request and an indemnity to protect the Trustee(s) against losses suffered
in compliance with such request). (Section 603 of the BN Indenture, Section 7.5 of the BFI Senior Indenture and the Other Indentures.)
Subject to such provisions for the indemnification of the particular Trustee(s), the Holders of a majority in aggregate principal amount
of the Outstanding Securities of any series issued under the applicable Indenture will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to such Trustee(s) or exercising any trust or power conferred on such Trustee(s) with
respect to the Indenture Securities of that series. (Section 512 of the BN Indenture and Section 6.12 of the BFI Senior Indenture
and the Other Indentures.)
No Holder of an Indenture
Security of any series will have any right to institute any proceeding with respect to the particular Indenture, or for the appointment
of a receiver or a trustee, or for any other remedy thereunder, unless (i) such Holder has previously given to the applicable Trustee(s) written
notice of a continuing Event of Default with respect to the Indenture Securities of that series, (ii) the Holders of at least 25%
in aggregate principal amount of the Outstanding Securities of that series have made a written request, and such Holder or Holders have
offered reasonable indemnity, or in the case of the Other Indentures, indemnity reasonably satisfactory to each Trustee, to the applicable
Trustee(s) to institute such proceeding as trustee, and (iii) the applicable Trustee(s) has failed to institute such proceeding,
and has not received from the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series a direction
inconsistent with such request, within 60 days after such notice, request and offer. (Section 507 of the BN Indenture, Section 6.7
of the BFI Senior Indenture and the Other Indentures.) However, such limitations do not apply to a suit instituted by a Holder of an Indenture
Security for the enforcement of payment of the principal of, or of any premium or interest on, such Indenture Security on or after the
applicable due date specified in such Indenture Security. (Section 508 of the BN Indenture, Section 6.8 of the BFI Senior Indenture
and the Other Indentures.)
The Company and each
Finance Debt Issuer are each required to furnish to their respective Trustees an annual and a quarterly statement by certain of its officers
as to whether or not each Issuer, as applicable, to their best knowledge, is in default in the performance or observance of any of the
terms, provisions and conditions of the applicable Indenture and, if so, specifying all such known defaults and the nature and status
thereof. (Section 1004 of the BN Indenture, and Section 11.4 of the BFI Senior Indenture and Other Indentures.) In addition,
the US LLC Issuer, the AUS Issuer and the UK Issuer are or will be required to deliver an annual compliance certificate as required under
the Trust Indenture Act. (Section 11.4(d) of the US LLC Indenture, the AUS Issuer Indenture and the UK Issuer Indentures.)
Defeasance
Each Indenture provides
that, at the option of the applicable Issuer, the Issuer and, in the case of the BFI Senior Indenture and the Other Indentures, the Company
will be discharged from any and all obligations in respect of any Outstanding Securities upon irrevocable deposit with the applicable
Trustee(s), in trust, of money and/or Government Obligations which will provide money in an amount sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal of or premium, if any, and each instalment of interest, if any,
on such Outstanding Securities (“Defeasance”). Such trust may only be established if certain customary conditions precedent
are satisfied, including, among other things, confirmation that Holders will not recognize gain or loss for U.S. federal income tax purposes
as a result of such Defeasance. The Issuer may exercise its Defeasance option notwithstanding its prior exercise of its Covenant Defeasance
(as defined below) option described in the following paragraph if the Issuer meets the conditions precedent at the time the Issuer exercises
the Defeasance option.
Each Indenture provides
that, at the option of the Issuer, unless and until the Issuer has exercised its Defeasance option described in the preceding paragraph,
the Issuer may omit to comply with certain restrictive covenants and such omission shall not be deemed to be an Event of Default under
the Indenture and the Outstanding Securities upon irrevocable deposit with the applicable Trustee(s), in trust, of money and/or Government
Obligations which will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants,
to pay the principal of and premium, if any, and each instalment of interest, if any, on the Outstanding Securities of the Issuer (“Covenant
Defeasance”). In the event the Issuer exercises its Covenant Defeasance option, the obligations under the applicable Indenture
(other than with respect to such covenants and the Events of Default other than the Events of Default relating to such covenants above)
shall remain in full force and effect. Such trust may only be established if certain customary conditions precedent are satisfied, including,
among other things, confirmation that Holders will not recognize gain or loss for U.S. federal income tax purposes as a result of such
Covenant Defeasance. (Article Thirteen of the BN Indenture, Article Fourteen of the BFI Senior Indenture and the Other Indentures.)
Modification and Waiver
Modifications and amendments
of an Indenture may be made by the Company, the Issuer (if other than the Company) and the applicable Trustee(s) with the consent
of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series of Indenture Securities affected
by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of
each Outstanding Security affected thereby, (a) change the Stated Maturity of the principal of, or any instalment of interest on,
any Outstanding Security, (b) reduce the principal amount of (or the premium), or interest on, any Outstanding Security, (c) reduce
the amount of the principal of any Outstanding Security payable upon the acceleration of the maturity thereof, (d) change the currency
(or, with respect to the BN Indenture and the BFI Senior Indenture, the place) of payment of principal of (or the premium), or interest
on, any Outstanding Security, (e) impair the right to institute suit for the enforcement of any payment on or with respect to any
Outstanding Security, (f) reduce the above-stated percentage of Outstanding Securities necessary to modify or amend the particular
Indenture, (g) reduce the percentage of aggregate principal amount of Outstanding Securities necessary for waiver of compliance with
certain provisions of the particular Indenture or for waiver of certain defaults, (h) modify any provisions of the particular Indenture
relating to the modification and amendment of such Indenture or the waiver of past defaults or covenants, except as otherwise specified,
(i) in the case of the BFI Subordinated Indenture, modify the provisions of the indenture relating to subordination in a manner that
adversely affects the rights of Holders of Indenture Securities, or (j) other than with respect to the US LLC Indenture, following
the mailing of any Offer to Purchase, modify any Offer to Purchase for such Outstanding Security required to be made pursuant to the terms
of such Outstanding Security in a manner materially adverse to the Holders thereof. (Section 902 of the BN Indenture and Section 10.2
of the BFI Senior Indenture and Other Indentures.) In the case of Other Indentures, no such modification or waiver may, without consent
of the Holder of each Outstanding Security affected thereby, (a) change the dates or times fixed for redemption thereof, or (b) release
the Company from its Guarantee under the Other Indentures.
Each Indenture
provides that the Company or the Issuer (if other than the Company) may modify and amend such Indenture without the consent of any
holder of Indenture Securities for any of the following purposes: (a) to evidence the succession of another person to the
Issuer or the Company, as applicable, and the assumption by any such successor of the covenants of the Issuer or the Company, as
applicable, under such Indenture and in the Indenture Securities; (b) in the case of the Other Indentures, to evidence the
addition of a co-obligor or guarantor in respect of any or all series of the Indenture Securities under the Other
Indentures, as may be permitted in accordance with the terms of such Indenture Securities; (c) to add to the covenants of the
Finance Debt Issuer or the Company, as applicable, for the benefit of the holders of any series of Indenture Securities (and if such
covenants are to be for the benefit of less than all series of Indenture Securities, stating that such covenants are expressly being
included solely for the benefit of such series) or to surrender any right or power (but not, in the case of the Other Indentures,
any obligation, except any obligation concomitant to such right or power) in such Indenture conferred upon the Finance Debt Issuer
or the Company, as applicable; (d) to add any additional Events of Default for the benefit of the holders of all or any series
of Indenture Securities (and if such additional Events of Default are to be for the benefit of less than all series of Indenture
Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series);
(e) to add to, change or eliminate any of the provisions of such Indenture in respect of one or more series of Indenture
Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Indenture Security
of any series created prior to the execution of the applicable supplemental indenture and entitled to the benefit of such provision
nor (B) modify the rights of the holder of any such Indenture Security with respect to such provision or (ii) shall become
effective only when there is no such Indenture Security outstanding; (f) to secure the Indenture Securities pursuant to the
requirements of any provision in such Indenture or any indenture supplemental thereto or otherwise; (g) to establish the form
or terms of Indenture Securities of any series as permitted under the Indenture and, in the case of the BFI Senior Indenture and the
Other Indentures, if required, to provide for the appointment of a co-trustee, and in the case of Other Indentures, to
provide for the appointment of other agents; (h) to evidence and provide for the acceptance of appointment under such Indenture
by a successor trustee with respect to the Indenture Securities of one or more series and to add to or change any of the provisions
in such Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one
trustee (or other agents, in the case of Other Indentures), pursuant to the requirements of such Indenture; (i) to add to or
change any of the provisions of such Indenture to such extent as shall be necessary to permit or facilitate the issuance of
Indenture Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to
permit or facilitate the issuance of Indenture Securities in uncertificated form; (j) in the case of the US LLC Indenture, the
AUS Issuer Indenture and the UK Issuer Indentures, to comply with any requirements of the Trust Indenture Legislation including
without limitation in connection with qualifying, or maintaining the qualification of, the US LLC Indenture, the AUS Issuer
Indenture or the UK Issuer Indentures, as applicable, under the Trust Indenture Act; or (k) to cure any ambiguity, to correct
or supplement any provision in such Indenture which may be defective or inconsistent with any other provision therein, or to make
any other provisions with respect to matters or questions arising thereunder, provided that such action shall not adversely affect,
in the case of the BFI Senior Indenture and the Other Indentures, in any material respect, the interests of the holders of
Indentures Securities of any series. (Section 901 of the BN Indenture and Section 10.1 of the BFI Senior Indenture and the
Other Indentures.)
The Holders of a majority
in aggregate principal amount of the Outstanding Securities of any series, on behalf of all Holders of Outstanding Securities of such
series, may waive compliance by the Issuer with certain restrictive provisions of the particular Indenture. (Section 1009 of the
BN Indenture, Section 11.10 of the BFI Senior Indenture and Section 11.6 of the Other Indentures.) Subject to certain rights
of the particular Trustee, as provided in the applicable Indenture, the Holders of a majority in aggregate principal amount of the Outstanding
Securities issued under such Indenture, on behalf of all holders of Outstanding Securities of such series, may waive any past default
under such Indenture, except a default in the payment of principal, premium or interest or in respect of a covenant or provision of such
Indenture which under the Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Security of such
series affected. (Section 513 of the BN Indenture, Section 6.13 of the BFI Senior Indenture and the Other Indentures.)
Consent to Jurisdiction and Service under
BN Indenture
The BN Indenture provides
that the Company irrevocably appoints CT Corporation System, 1633 Broadway, New York, New York, 10019, as its agent for service of process
in any suit, action or proceeding arising out of or relating to the BN Indenture and the Indenture Securities and for actions brought
under federal or state securities laws brought in any federal or state court located in the Borough of Manhattan in the City of New York
and submit to such jurisdiction.
Consent to Jurisdiction and Service under
the BFI Senior Indenture and the Other Indentures
The BFI Senior Indenture
and the Other Indentures provide, or will provide, that the Finance Debt Issuers irrevocably appoint Brookfield Asset Management LLC,
Brookfield Place, 250 Vesey Street, 15th Floor, New York, NY 10281-1023, as their agent for service of process in any suit, action or
proceeding arising out of or relating to the relevant Indenture and the Indenture Securities and for actions brought under federal or
state securities laws brought in any federal or state court located in the Borough of Manhattan in the City of New York and submit to
such jurisdiction.
Enforceability of Judgments against the
Company
Since a substantial portion
of the Company’s assets are outside the United States, any judgment obtained in the United States against the Company, including
any judgment with respect to the payment of interest and principal on the Indenture Securities, may not be collectible within the United
States.
The Company has been
informed by its Canadian counsel, Torys LLP (“Torys”), that a court of competent jurisdiction in the Province of Ontario
would enforce a final and conclusive judgment in personam of a court sitting in the Borough of Manhattan, the City of
New York, New York (a “New York Court”) that is subsisting and unsatisfied respecting the enforcement of any of the
Indentures and the Indenture Securities that is not impeachable as void or voidable under the internal laws of the State of New York for
a sum certain if: (i) the court rendering such judgment had jurisdiction over the judgment debtor, as recognized by the courts of
the Province of Ontario (and submission by the Company in the Indenture to the jurisdiction of the New York Court will be sufficient for
the purpose); (ii) such judgment was not obtained by fraud or in a manner contrary to natural justice and the enforcement thereof
would not be inconsistent with public policy, as such term is understood under the laws of the Province of Ontario, or contrary to any
order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition
Tribunal under the Competition Act (Canada) in respect of certain judgments referred to in those statutes or to an order
or regulation made by the Governor in Council under the Special Economic Measures Act (Canada) or the United
Nations Act (Canada) in respect of certain activities or measures referred to in those statutes; (iii) the enforcement of
such judgment does not constitute, directly or indirectly, the enforcement of foreign revenue, expropriatory or penal laws; (iv) the
action to enforce such judgment is commenced within the applicable limitation period; and (v) the courts of the Province of Ontario
have not decided to stay or decline to hear an action on such judgment because there is another subsisting judgment in any jurisdiction
relating to the same cause of action. The enforcement of any such judgment may also be affected by bankruptcy, insolvency or other similar
laws affecting the enforcement of creditors’ rights generally, and an Ontario court will render judgment only in Canadian dollars.
The Company has been advised by Torys that a monetary judgment of a New York Court predicated solely upon the civil liability provisions
of United States federal securities laws would likely be enforceable in the Province of Ontario if the New York Court had a basis for
jurisdiction in the matter that would be recognized by a court in Ontario for such purposes. There is no assurance that this will be the
case. It is less certain that an action could be brought in the Province of Ontario in the first instance on the basis of liability predicated
solely upon such laws.
Governing Law
The Indentures, Indenture
Securities and the rights, powers, duties or responsibility of Computershare U.S. will be governed by the laws of the State of New York,
except with respect to the rights, powers, duties or responsibility of the remaining Trustees (including Computershare Canada), which
shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. (Section 113 of the BN
Indenture and Section 1.13 of the BFI Senior Indenture and the Other Indentures.)
The Trustees
Computershare Canada
is currently, or is expected to be, the BN Trustee, the BFI Trustee, the BFI II Trustee and the Canadian trustee under the US LLC Indenture,
the AUS Issuer Indenture and the UK Issuer Indentures. Computershare U.S. is, or is expected to be, the U.S. trustee under the US LLC
Indenture, the AUS Issuer Indenture and the UK Issuer Indentures. None of the Trustees make any representation or warranty as to the accuracy
or validity of the information contained herein.
Certain Definitions
Set forth below is a
summary of certain of the defined terms used in the Indentures. Reference is made to each Indenture for the full definition of each such
term, as well as any other terms used herein for which no definition is provided (Section 101 of the BN Indenture and Section 1.1
of the BFI Senior Indenture and the Other Indentures, as applicable).
“affiliate”
of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such Person. For the purposes of this definition, “control”, when used with respect to any Person, means the power
to influence the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.
“Capital
Lease Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Debt
arrangements conveying the right to use) real or personal property of such Person which is required to be classified and accounted for
as a capital lease or a liability on the face of a balance sheet of such Person in accordance with generally accepted accounting principles
and which has a term of at least 36 months. The stated maturity of such obligation shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty.
“Capital
Stock” of any Person means any and all shares, interests, participations or other equivalents (however designated) of corporate
stock or other equity participations, including partnership interests whether general or limited, of such Person, and, in the case of
the BFI Senior Indenture and Other Indentures including units of such Person.
“Common Stock”
of any Person means Capital Stock of such Person that does not rank prior, as to the payment of dividends or as to the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding-up of such Person, to shares of Capital Stock of
any other class of such Person.
“Consolidated
Net Worth” of any Person means, with respect to the BN Indenture and the BFI Senior Indenture, the consolidated stockholders’
equity of such Person, determined on a consolidated basis in accordance with generally accepted accounting principles, plus, without duplication,
Qualifying Subordinated Debt and Deferred Credits; provided that with respect to the BN Indenture, adjustments following the date of the
BN Indenture to the accounting books and records of the Company in accordance with U.S. Accounting Principles Board Opinions Nos. 16 and
17 (or successor opinions thereto), or comparable standards in Canada, or otherwise resulting from the acquisition of control of the Company
by another Person shall not be given effect.
“Debt”
means (without duplication), with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether
or not contingent, (i) every obligation of such Person for money borrowed, (ii) every obligation of such Person evidenced by
bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property,
assets or businesses, (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances
or similar facilities issued for the account of such Person, (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of
business which are not overdue or which are being contested in good faith), (v) every Capital Lease Obligation of such Person, (vi) every
obligation that could not be considered as interest in accordance with generally accepted accounting principles under Interest Rate or
Currency Protection Agreements of such Person and (vii) every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in either case, such Person has Guaranteed or is responsible
or liable for, directly or indirectly, as obligator, Guarantor or otherwise.
“Deferred
Credits” means, with respect to the BN Indenture and the BFI Senior Indenture, the deferred credits of the Company (or,
in the case of the BFI Senior Indenture, any Person) and its Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles.
“Government
Obligation” means (x) any security which is (i) a direct obligation of the government which issued the currency,
or a direct obligation of the Government of Canada issued in such currency, in which the Indenture Securities of a particular series are
denominated for the payment of which its full faith and credit is pledged or (ii) obligations of a Person the payment of which is
unconditionally guaranteed as its full faith and credit obligation by such government which, in the case of either subclause (i) or
(ii) of this clause (x), is not callable or redeemable at the option of the issuer thereof and (y) any depositary receipt issued
by a bank (as defined in Section 3(a)(2) of the Securities Act, or, in the case of the BFI Senior Indenture and the Other Indentures,
as defined in the Bank Act (Canada)), as custodian with respect to any Government Obligation which is specified in clause
(x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment
of principal of or interest on any Government Obligation which is so specified and held, provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the Government Obligation or the specific payment of principal or interest evidenced by such depositary
receipt.
“Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing
any Debt of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including,
without limitation, any obligation of such Person (i) to purchase or pay (or advance or supply funds for the purchase or payment
of) such Debt or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Debt, (ii) to
purchase property, securities or services for the purpose of assuring the holder of such Debt of the payment of such Debt or (iii) to
maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the
primary obligor to pay such Debt (and “Guaranteed”, “Guaranteeing” and “Guarantor”
shall have meanings correlative to the foregoing); provided, however, that the Guarantee by any Person shall not include endorsements
by such Person for collection or deposit, in either case, in the ordinary course of business.
“Holder”
means a Person in whose name a Security is registered in the applicable Security Register.
“Interest
Rate or Currency Protection Agreement” of any Person means any interest rate protection agreement (including, without limitation,
interest rate swaps, caps, floors, collars and similar agreements), and/or other types of interest hedging agreements, and any currency
protection agreement (including foreign exchange contracts, currency swap agreements or other currency hedging arrangements).
“Qualifying
Subordinated Debt” means, with respect to the BN Indenture and the BFI Senior Indenture, Debt of the Company (i) which
by its terms provides that the payment of principal of (and premium, if any) and interest on and all other payment obligations in respect
of such Debt shall be subordinate to the prior payment in full of the Company’s obligations in respect of the Indenture Securities
to at least the extent that no payment of principal of (or premium, if any) or interest on or otherwise due in respect of such Debt may
be made for so long as there exists any default in the payment of principal (or premium, if any) or interest on the Indenture Securities
or any other default that, with the passing of time or the giving of notice or both, would constitute an event of default with respect
to the Indenture Securities and (ii) which expressly by its terms gives the Company the right to make payments of principal in respect
of such Debt in Common Stock of the Company.
“Stated Maturity”,
when used with respect to any Indenture Security or any instalment of principal thereof or interest thereon, means the date specified
in such Indenture Security as the fixed date on which the principal of such Indenture Security or such instalment of principal or interest
is due and payable.
“Trust Indenture
Legislation” means, at any time, (i) the provisions of the Business Corporations Act (Ontario) and
regulations thereunder as amended or re-enacted from time to time, (ii) the provisions of any other statute of Canada or
any province thereof and any regulations thereunder and (iii) the Trust Indenture Act and regulations thereunder, but,
in the case of (i) the BN Indenture and the BFI Senior Indenture, only to the extent applicable under Rule 4d-9 under the
Trust Indenture Act and (ii) the BFI Subordinated Indenture and the BFI II Indenture, only to the extent applicable to that indenture,
in each case relating to trust indentures and to the rights, duties, and obligations of trustees under trust indentures and of corporations
issuing debt obligations under trust indentures.
PLAN OF DISTRIBUTION
The Issuers may sell
Securities and the Selling Shareholders may sell Class A Shares to or through underwriters or dealers and may also sell Securities
directly to purchasers or through agents.
The distribution of Securities
of any series may be effected from time to time in one or more transactions at a fixed price or prices. If offered on a non-fixed price
basis, including sales of Class A Shares in transactions that are deemed to be ATM Distributions, the Securities may be offered at
market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers,
in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased
by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds
paid by the underwriter, dealer or agent to the Issuers and/or the Selling Shareholders. The price at which the Securities will be offered
and sold may vary from purchaser to purchaser and during the period of distribution. No Selling Shareholder may distribute Securities
pursuant to an ATM Distribution.
In connection with the
sale of Securities, underwriters may receive compensation from the Issuers, the Selling Shareholders and/or from purchasers of Securities
for whom they may act as agents in the form of fees, commissions or concessions. Underwriters, dealers and agents that participate in
the distribution of Securities may be deemed to be underwriters and any such compensation received by them from the Issuers and/or the
Selling Shareholders and any profit on the resale of Securities by them may be deemed to be underwriting commissions under the Securities
Act. Any such person that may be deemed to be an underwriter with respect to Securities of any series will be identified in the Prospectus
Supplement relating to such series.
The Prospectus Supplement
relating to each series of Securities will also set forth the terms of the offering of the Securities of such series, including, to the
extent applicable, (i) the names of any underwriters or agents, (ii) the purchase price or prices of the offered Securities,
(iii) the initial offering price, (iv) in the case of offers and sales by the Selling Shareholders, the names of such Selling
Shareholders and the number of and prices at which such Class A Shares are proposed to be sold by them, (v) the proceeds to
the applicable Issuer and/or Selling Shareholder from the sale of the offered Securities, (vi) the underwriting discounts and commissions
and (vii) any discounts, commissions and concessions allowed or reallowed or paid by any underwriter to other dealers.
Under agreements which
may be entered into by the Issuers, the Selling Shareholders, underwriters, dealers and agents who participate in the distribution of
Securities may be entitled to indemnification by the Issuers and/or the Selling Shareholders against certain liabilities, including liabilities
under the Securities Act and Canadian provincial securities legislation, or to contribution with respect to payments which those underwriters,
dealers or agents may be required to make in respect thereof. Those underwriters, dealers and agents may be customers of, engage in transactions
with or perform services for the Issuers or their subsidiaries and/or the Selling Shareholders in the ordinary course of business. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Issuers, the Issuers have been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Issuers of expenses incurred or paid by a director, officer or controlling person of the Issuers in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the Issuers will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
Unless otherwise specified
in a Prospectus Supplement, each series or class of Securities will be a new issue of securities with no established trading market. Unless
otherwise specified in a Prospectus Supplement relating to a series or class of Securities, the Securities will not be listed on any securities
exchange. Certain broker-dealers may make a market in Securities but will not be obligated to do so and may discontinue any market making
at any time without notice. No assurance can be given that any broker-dealer will make a market in the Securities of any series or as
to the liquidity of the trading market for the Securities of any series.
In connection with any
offering of Securities, other than an ATM Distribution, the underwriters or agents may over-allot or effect transactions which stabilize
or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions,
if commenced, may be discontinued at any time. No agent of an ATM Distribution, and no person or company acting jointly or in concert
with an agent of an ATM Distribution, may, in connection with the distribution, enter into any transaction that is intended to stabilize
or maintain the market price of the securities or securities of the same class as the securities distributed pursuant to the ATM Distribution,
including selling an aggregate number or principal amount of securities that would result in the agent creating an over-allocation position
in the securities.
SELLING SHAREHOLDERS
Overview
This Prospectus also
relates to offerings by the Selling Shareholders upon exercise of demand rights or piggyback rights under the Registration Rights Agreement
(as defined below). The terms under which the Class A Shares will be offered and sold by any Selling Shareholder will be described
in the applicable Prospectus Supplement. The Prospectus Supplement for any distribution of Class A Shares by any Selling Shareholder
will include, without limitation, where applicable: (i) the number of Class A Shares owned, controlled or directed by the Selling
Shareholder; (ii) the number of Class A Shares being distributed for the account of the Selling Shareholder; (iii) the
number of Class A Shares to be owned, controlled or directed by the Selling Shareholder after the offering and the percentage that
number represents of the total number of outstanding Class A Shares; (iv) whether the Class A Shares being sold are owned
by the Selling Shareholder both of record and beneficially, of record only or beneficially only; (v) if the Selling Shareholder acquired
the Class A Shares within two years preceding the date of the applicable Prospectus Supplement, the date or dates the Selling Shareholder
acquired the Class A Shares; and (vi) if the Selling Shareholder acquired the Class A Shares being distributed in the 12
months preceding the date of the applicable Prospectus Supplement, the cost thereof to the Selling Shareholder in the aggregate and on
a per share basis.
The Selling Shareholders
may also sell Class A Shares other than pursuant to this Prospectus. The Company cannot predict when or in what amounts the Selling
Shareholders may sell any of the Class A Shares qualified for distribution by this Prospectus.
Oaktree Mergers
On March 13, 2019,
the Company and Oaktree Capital Group, LLC (“Oaktree”), among others, entered into an Agreement and Plan of Merger
(the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, certain mergers involving Oaktree, certain
affiliates of Oaktree and a subsidiary of the Company were completed on September 30, 2019 (the “Oaktree Mergers”).
Exchange Agreement
The Company, Oaktree,
OCGH and the Selling Shareholders, among others, are parties to a Fifth Amended and Restated Exchange Agreement (as amended, the “Exchange
Agreement”). Pursuant to the terms of the Exchange Agreement, holders of OCGH units have the right to exchange from time to
time their OCGH units for various forms of consideration at the election of the Company, including cash and Class A Shares.
Exchanges can be initiated
only during open periods, which are during the first 60 days of each applicable calendar year. During the first open period that commenced
January 1, 2020, the exchange consideration consisted only of cash. On January 1, 2021, certain holders of OCGH units became
eligible to participate in an exchange (subject to certain vesting schedules); however the form of consideration in 2021 was limited to
cash. All holders of OCGH units became eligible to participate in exchanges beginning on January 1, 2022 and in subsequent years
thereafter. The consideration for the 2022 and 2023 open periods was paid entirely in cash.
Following the eighth
anniversary of the closing date of the Oaktree Mergers, we can discontinue the exchange rights in the Exchange Agreement on 36 months’
notice. As a result, the earliest the exchange rights can be terminated is the eleventh anniversary of the closing date of the Oaktree
Mergers, or September 30, 2030.
Registration Rights Agreement
On September 30,
2019, in connection with the Oaktree Mergers, the Company, OCGH and the Selling Shareholders entered into a registration rights agreement
(the “Registration Rights Agreement”) in respect of the resale of Class A Shares held by the Selling Shareholders
that constitute Registrable Securities (as defined below) and issuable upon exchange of OCGH units pursuant to the Exchange Agreement,
subject to certain qualifications (including without limitation certain agreed upon blackout periods). The following description of certain
provisions of the Registration Rights Agreement is a summary only, is not comprehensive and is qualified in its entirety by reference
to the full text of the Registration Rights Agreement.
“Registrable
Securities” means Class A Shares issued in an exchange to a Selling Shareholder, and any equity securities
of the Company issued or issuable with regard to such Class A Shares by way of dividend, distribution, split or combination of securities,
or any recapitalization, merger, consolidation or other reorganization, in each case, unless and until (i) such Class A Shares
are freely tradeable without volume or other limitation under Rule 144 of the Securities Act and (ii) such Selling Shareholder,
together with all of his, her or its affiliates, owns less than 1% of the outstanding Class A Shares.
The Registration Rights
Agreement provides a Selling Shareholder owning, together with his, her or its affiliates, more than 1% of the outstanding Class A
Shares with the right (the “Demand Registration Right”) to require the Company to qualify the distribution of 1% or
more of the outstanding Registrable Securities held by such Selling Shareholder and his, her or its affiliates in an underwritten offering
(a “Demand Distribution”). The Selling Shareholders are entitled to request one Demand Distribution, in the aggregate,
during any 12-month period.
The Registration Rights
Agreement also provides the Selling Shareholders with the right (the “Piggyback Registration Right”) to require the
Company to include Registrable Securities in any future public distribution of Class A Shares in Canada or the United States undertaken
by the Company (a “Distribution”). The Company shall include in a Distribution all of the Registrable Securities the
Selling Shareholders request to be included therein pursuant to the Piggyback Registration Right; provided, however, that if the Distribution
occurs by way of an underwritten offering and the managing underwriter(s) advises the Company that, in their opinion, the total number
of Class A Shares to be included in such Distribution should be limited for certain prescribed reasons, the Class A Shares to
be included in the Distribution shall first be registered for the account of the Company.
In connection with an
underwritten offering, the Company will agree to refrain from issuing any equity securities of the Company for a period of up to 60 days,
subject to customary exceptions. The Company will generally be responsible for all reasonable expenses under the Registration Rights Agreement,
excluding any underwriting discounts or commissions on any Registrable Securities sold by a Selling Shareholder.
The Registration Rights
Agreement contains customary reciprocal indemnification provisions and will terminate one year following the last day of the final open
period as described above under the heading “Exchange Agreement”.
The Registration Statement
of which this Prospectus forms a part has been filed to provide solely for offerings by the Selling Shareholders upon exercise of the
Demand Registration Right or Piggyback Registration Right.
EXEMPTIVE RELIEF
Pursuant to a decision
document dated October 18, 2011 issued by the applicable securities regulators, the Company was granted exemptive relief from certain
of the restricted securities requirements in National Instrument 51-102 — Continuous Disclosure Obligations,
NI 41-101 and Ontario Securities Commission Rule 56-501 — Restricted Shares (collectively,
the “restricted security provisions”), including the requirements to refer to the Class A Shares and the Class B
Shares using a prescribed restricted security term. The Class A Shares and Class B Shares may qualify as “restricted securities”
under the restricted security provisions because the Company’s constating documents contain provisions that restrict the voting
rights of such securities in any election of the board of directors of the Company. See “Description of the Class A Shares”.
LEGAL MATTERS
Unless otherwise specified
in a Prospectus Supplement, certain matters of Canadian and United States law relating to the validity of the Securities will be passed
upon for the Company by Torys in Toronto, Ontario, and New York, New York. The partners and associates of Torys, as a group, beneficially
own, directly or indirectly, less than one percent of the outstanding securities of the Company.
EXPERTS
The financial statements
of the Brookfield Corporation as of December 31, 2023 and 2022, and for each of the two years in the periods ended December 31,
2023, incorporated by reference in this Prospectus, and the effectiveness of Brookfield Corporation’s internal control over financial
reporting have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their reports. Such financial
statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and
auditing.
Deloitte LLP is independent
with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted
by the Commission and the Public Company Accounting Oversight Board (United States) and within the meaning of the rules of professional
conduct of the Chartered Professional Accountants of Ontario.
EXPENSES
The following are the
estimated expenses of the offering of the Securities being registered under the Registration Statement, all of which has been or will
be paid by us.
| SEC registration fee |
$ |
516,600 |
† |
| Exchange listing fees |
|
|
* |
| Blue sky fees and expenses |
|
|
* |
| Trustee & transfer agent fees |
|
|
* |
| Printing and engraving costs |
|
|
* |
| Legal fees and expenses |
|
|
* |
| Accounting fees and expenses |
|
|
* |
| Miscellaneous |
|
|
* |
| Total |
$ |
|
* |
| † |
Includes $139,050 registration fees that were carried forward from a prior registration statement. |
| * |
The applicable Prospectus Supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of Securities. |
DOCUMENTS FILED AS
PART OF THE REGISTRATION STATEMENT
The following documents
have been or will be filed with the Commission as part of the Registration Statement: (1) for purposes of Form F-10: the
documents referred to under “Documents Incorporated by Reference”; the consent of Deloitte LLP; the consent of Torys; powers
of attorney; the BN Indenture, the BFI Indentures, the US LLC Indenture, the BFI II Indenture, the UK Issuer Indentures and the form of
the AUS Issuer Indenture; and (2) for purposes of Form F-3: the underwriting agreement(s) in respect of offerings
hereunder; the certificate of formation and limited liability company agreement of the US Pref Issuer, the US LLC Indenture, the UK Issuer
Indentures and the form of the AUS Issuer Indenture; other forms of debt instruments of the US LLC Issuer, the AUS Issuer and the UK Issuer;
the consent of Deloitte LLP; the opinions and consent of Torys, Herbert Smith Freehills LLP and King & Wood Mallesons; powers
of attorney; and the Statements of Eligibility of Computershare Trust Company, N.A., as U.S. trustee, on Forms T-1.
BROOKFIELD FINANCE INC.
US$ 5.968% Notes due March 4, 2054
US$ % Notes due , 2035
PRELIMINARY PROSPECTUS SUPPLEMENT
June , 2024
| Joint Book-Running Managers |
| Deutsche Bank Securities |
BofA Securities |
Brookfield Asset Managem... (NYSE:BNJ)
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