EX-99.2 3 a20-14927_3ex99d2.htm EX-99.2

EXHIBIT 99.2

 

Preliminary Term Sheet Dated April 7, 2020

 

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

 

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 

BROOKFIELD FINANCE INC.

US$[·] [·]% NOTES DUE 2030

 

PRELIMINARY TERM SHEET

April 7, 2020

 

Issuer:

 

Brookfield Finance Inc.

 

 

 

Guarantor:

 

Brookfield Asset Management Inc.

 

 

 

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 Asset Management Inc.

 

 

 

Guarantor’s Ticker:

 

BAMACN

 

 

 

Security:

 

[·]% Senior Unsecured Notes due 2030

 

 

 

Format:

 

SEC registered

 

 

 

Size:

 

US$[·]

 

 

 

Trade Date:

 

April 7, 2020

 

 

 

Expected Settlement Date*:

 

April 9, 2020 (T+2)

 

 

Maturity Date:

 

April 15, 2030

 

 

 

Coupon:

 

[·]%

 

 

 

Interest Payment Dates:

 

[·] and [·], commencing [·], 2020

 

 

 

Price to Public:

 

[·]%

 

 

 

Benchmark Treasury:

 

[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of National Instrument 44-102 — Shelf Distributions (“NI 44-102”)]

 

 

 

Benchmark Treasury Price & Yield:

 

[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102]

 

 

 

Spread to Benchmark Treasury:

 

[The Spread to Benchmark Treasury, and any disclosure relating to the Spread to Benchmark Treasury, has been removed in accordance with subsection 9A.3(4) of NI 44-102]

 

 

 

Yield:

 

[·]%

 

 

 

Denominations:

 

Initial denominations of US$2,000 and subsequent multiples of US$1,000

 

 

 

Covenants:

 

Change of control (put @ 101%)

Negative pledge

Consolidation, merger, amalgamation and sale of substantial assets

 

 

Redemption Provisions:

 

 

 

 

 

Make-Whole Call:

 

Prior to January 15, 2030 (three months prior to maturity), treasury rate plus [·] basis points

 

 

 

Par Call:

 

At any time on or after January 15, 2030 (three months prior to maturity), at 100% of the principal amount of the notes to be redeemed

 

 

 

Use of Proceeds:

 

The net proceeds from the sale of the notes will be used for general corporate purposes

 

 

 

CUSIP/ISIN:

 

[·]/[·]

 

 

 

Joint Book-Running Managers(1):

 

Deutsche Bank Securities Inc.

HSBC Securities (USA) Inc.

Citigroup Global Markets Inc.

 

 

 

Co-Managers:

 

[·]

 

[·]

 

The Notes will be issued as a separate series of debt securities under a fifth supplemental indenture to be dated as of the date of the issuance of the Notes (the “Fifth Supplemental Indenture”) to the base indenture dated as of June 2, 2016 (the “Base Indenture”) (together with the Fifth Supplemental Indenture, the “Indenture”), between Brookfield Finance Inc., Brookfield Asset Management Inc., as guarantor, and Computershare Trust Company of Canada, as trustee.  The foregoing is a summary of certain of the material attributes and characteristics of the Notes, which does not purport to be complete and is qualified in its entirety by reference to the Indenture.

 

(1)   This offering will be made in Canada by HSBC Securities (Canada) Inc., a broker-dealer affiliate of HSBC Securities (USA) Inc.