New Issue: Brookfield Capital sells upsized $550 million 6.087% notes due 2033 at 230 bps spread

By Wendy Van Sickle

Columbus, Ohio, June 7 – Brookfield Capital Finance LLC priced an upsized $550 million of 6.087% 10-year notes (A3/A-/A-/DBRS: A) at par with a spread over Treasuries of 230 basis points on Wednesday, according to an FWP filing with the Securities and Exchange Commission.

The notes will be guaranteed by Brookfield Corp.

The offering was initially expected to be $500 million.

The SEC-registered notes will be callable at a make-whole premium of Treasuries plus 35 bps until March 14, 2033, followed by a par call.

The notes will become putable at 101 if there is a change-of-control triggering event.

Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp. and SMBC Nikko Securities America, Inc. are the joint bookrunners.

Proceeds will be used to redeem all or a part of the outstanding $750 million 4% senior notes due April 1, 2024 of Brookfield Finance Inc. and Brookfield Finance LLC.

The issuer is a wholly owned subsidiary of New York-based Brookfield US Capital Corp., which is a wholly owned subsidiary of Brookfield Corp. Brookfield, based in Toronto, is focused on asset management, insurance solutions and its operating businesses.

Issuer:	Brookfield Capital Finance LLC
Guarantor:	Brookfield Corp.
Amount:	$550 million
Issue:	Notes
Maturity:	June 14, 2033
Bookrunners:	Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, BNP Paribas Securities Corp. and SMBC Nikko Securities America, Inc.
Senior co-managers:	Mizuho Securities USA LLC and MUFG Securities Americas Inc.
Co-managers:	Banco Bradesco BBI SA, Itau BBA USA Securities, Inc., National Bank of Canada Financial Inc., Natixis Securities Americas LLC, Santander US Capital Markets LLC and SG Americas Securities, LLC
Trustees:	Computershare Trust Co. of Canada and Computershare Trust Co., NA
Counsel to issuer:	Torys LLP, Herbert Smith Freehills LLP and King & Wood Mallesons
Counsel to underwriters:	Skadden, Arps, Slate, Meagher & Flom LLP (U.S. law), Goodmans LLP (Canadian law)
Coupon:	6.087%
Price:	Par
Yield:	6.087%
Spread:	Treasuries plus 230 bps
Call option:	At make-whole premium of Treasuries plus 35 bps until March 14, 2033, followed by a par call
Change-of-control put:	101
Trade date:	June 7
Settlement date:	June 14
Ratings:	Moody’s: A3
	S&P: A-
	Fitch: A-
	DBRS: A (low)
Distribution:	SEC registered
Cusip:	11259NAA2

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