UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 7, 2022
BROOKFIELD REAL ESTATE INCOME TRUST INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland | 333-223022 | 82-2365593 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 250 Vesey Street, 15th Floor, New York, New York | 10281 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(212) 417-7000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On January 7, 2022, Brookfield Real Estate Income Trust Inc. (the “Company”) filed a Third Articles of Amendment with the State Department of Assessments and Taxation of Maryland (the “SDAT”) to change the par value of the Company’s shares of Class E common stock from $0.01 par value per share to no par value per share. A copy of the Third Articles of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
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Description |
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| 3.1 | Third Articles of Amendment of Brookfield Real Estate Income Trust Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 10, 2022
| BROOKFIELD REAL ESTATE INCOME TRUST INC. | ||
| By: |
/s/ Michelle L. Campbell |
|
| Name: | Michelle L. Campbell | |
| Title: | Secretary | |
Exhibit 3.1
BROOKFIELD REAL ESTATE INCOME TRUST INC.
THIRD ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter (the “Charter”) of Brookfield Real Estate Income Trust Inc., a Maryland corporation (the “Corporation”), is hereby amended to change the par value of the shares of Class E common stock of the Corporation from $0.01 par value per share to no par value per share.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.
THIRD: Immediately prior to the foregoing amendment of the Charter, the aggregate par value of all shares of stock having par value was $10,500,000. Pursuant to the foregoing amendment of the Charter, the aggregate par value of all shares of stock having par value is $9,500,000. There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: The undersigned acknowledges these Third Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Third Articles of Amendment to be signed in its name and on its behalf by its Chief Financial Officer and attested to by its Secretary on this 7th day of January, 2022.
| ATTEST: | BROOKFIELD REAL ESTATE INCOME TRUST INC. | |||||||||||
| /s/ Michelle Campbell | /s/ Dana Petitto | |||||||||||
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By: |
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(SEAL) | |||||||||
| Name: | Michelle L. Campbell | Name: | Dana E. Petitto | |||||||||
| Title: | Secretary | Title: | Chief Financial Officer | |||||||||