BAM Split Corp.
TSX : BNA

BAM Split Corp.

July 09, 2009 09:26 ET

BAM Split Corp. Announces Completion of $125,000,000 Public Offering of Class AA Preferred Shares, Series 4 and Redemption of Class A Preferred Shares

TORONTO, ONTARIO--(Marketwire - July 9, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES

BAM Split Corp. (the "Company") (TSX:BNA) today announced the completion of its previously announced issue of 5,000,000 Class AA Preferred Shares, Series 4 (the "Series 4 Preferred Shares") at an offering price of $25.00 per Series 4 Preferred Share, raising gross proceeds of $125,000,000. The Series 4 Preferred Shares carry quarterly fixed cumulative preferential dividends representing a 7.25% annualized yield on the offering price and will be redeemed by the Company on July 9, 2014. The Series 4 Preferred Shares have been listed and posted for trading on the Toronto Stock Exchange under the symbol BNA.PR.D.

In connection with the new issue offering, the Company has delivered a notice of early redemption to CDS Clearing and Depository Services Inc. ("CDS") to inform them that the Company will redeem all of the outstanding Class A Preferred Shares, other than the Class A Preferred Shares owned by BAM Investments Corp. ("BAM Investments"), on July 27, 2009, at an early redemption price of $25.25 per share plus accrued and unpaid dividends. The net proceeds of the offering will be used to fund the early redemption of the Company's Class A Preferred Shares. BAM Investments has agreed, following the redemption, to exchange its Class A Preferred Shares for capital shares ("Capital Shares") of the Company. BAM Investments, which owns all of the common shares and Capital Shares of the Company, is a public company whose principal business mandate is to provide holders of its common shares with a leveraged investment in Class A Limited Voting Shares ("BAM Shares") of Brookfield Asset Management Inc. ("Brookfield").

Concurrently with the completion of the offering, BAM Investments has agreed to transfer 7,000,000 BAM Shares to the Company in exchange for additional Capital Shares of the Company. On or about July 27, 2009, BAM Investments will convert its existing holdings of Class A Preferred Shares, Class AA Preferred Shares, Series 1 and Class AAA Preferred Shares, Series 1 of the Company (collectively, the "Preferred Shares") into Capital Shares and the Company will consolidate the existing Capital Shares held by BAM Investments so that an equal number of Preferred Shares and Capital Shares will be outstanding.

The Company owns a portfolio of BAM Shares which is expected to yield quarterly dividends that are sufficient to fund quarterly fixed cumulative preferential dividends for the holders of the Company's Preferred Shares and to enable the holders of the Company's Capital Shares to participate in any capital appreciation of BAM Shares. Brookfield, focused on property, power and infrastructure assets, has approximately U.S.$80 billion of assets under management and is co-listed on the New York and Toronto Stock Exchanges under the symbol BAM and Euronext under the symbol BAMA.

Derek E. Gorgi, Chief Financial Officer, will be available at (416) 359-8590 to answer any questions regarding the offering.

This news release contains "forward-looking information" within the meaning of Canadian provincial securities laws and regulations. The words "expected", "will", "agreed" and "enable" and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters or identify forward-looking information. Forward-looking information in this news release includes statements with regard to the use of proceeds of the offering, post-offering transactions between the Company and BAM Investments and quarterly dividends from the company's portfolio of Brookfield Shares which are expected to fund quarterly fixed cumulative preferential dividends for holders of the company's Preferred Shares and to enable holders of its Capital Shares to participate in any capital appreciation of the Brookfield Shares. Although the Company believes that the anticipated future results or achievements expressed or implied by the forward-looking information and statements are based upon reasonable assumptions and expectations, the reader should not place undue reliance on the forward-looking information and statements because they involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to differ materially from anticipated future results, performance or achievement expressed or implied by such forward-looking information and statements. Factors that could cause actual results to differ materially from those contemplated or implied by the forward-looking information and statements include: the behaviour of financial markets, including fluctuations in interest and exchange rates, availability of equity and debt financing and other risks and factors detailed from time to time in the Company's other documents filed with the Canadian securities regulators. We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking information to make decisions with respect to the Company, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Except as may be required by law, the Company undertakes no obligation to publicly update or revise any forward-looking information or statements, whether written or oral, that may be as a result of new information, future events or otherwise. Reference should be made to the Company's most recent Annual Information Form for a description of the major risk factors.

Contact Information

  • BAM Split Corp.
    Derek E. Gorgi
    Chief Financial Officer
    (416) 359-8590