Brookfield Asset Management (BAM) SC 13D/ABROOKFIELD REAL ESTATE INCOME TRUST / BROOKFIELD ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

BROOKFIELD REAL ESTATE INCOME TRUST INC.

(Name of Issuer)

Class I common stock, par value $0.01 per share, Class S common stock, par value $0.01 per share, Class D common stock, par value $0.01 per share, Class T common stock, par value $0.01 per share, Class C common stock, no par value per share, and Class E common stock, no par value per share.

(Title of Class of Securities)

N/A

(CUSIP Number)

Swati Mandava

Brookfield Corporation

Brookfield Place

181 Bay Street, Suite 100

Toronto, Ontario M5J 2T3

Tel: (416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 8, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

EXPLANATORY NOTE

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) amends and supplements the statement on Schedule 13D initially filed on June 6, 2022 (the “Original Filing”) by Brookfield Asset Management Inc., BAM Partners Trust, Brookfield Holdings Canada Inc., Brookfield US Holdings Inc., Brookfield US Inc., Brookfield US II Inc., Brookfield Property Master Holdings LLC, Brookfield Property Group LLC, Brookfield Property Group II LLC, BUSI II NTR Sub LLC, BUSI II GP-C LLC, BUSI II-C L.P., Brookfield Public Securities Group Holdings LLC, Brookfield Public Securities Group LLC, BIM Capital LLC, and Brookfield REIT Adviser LLC, as amended by that certain Amendment No. 1 to Schedule 13D filed on July 1, 2022, that certain Amendment No. 2 to Schedule 13D filed on April 10, 2023, that certain Amendment No. 3 to Schedule 13D filed on June 30, 2023, and that certain Amendment No. 4 to Schedule 13D filed on October 4, 2024 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D.

Item 4 of this Schedule 13D is hereby amended to add the following:

Repurchase and Distribution Agreement

On November 8, 2024, the Issuer entered into that certain Repurchase and Distribution Agreement (the “Repurchase and Distribution Agreement”) by and among the Issuer, BUSI II-C, Brookfield REIT OP GP LLC, a Delaware limited liability company (the “OP GP”), and the Operating Partnership. Pursuant to the Repurchase and Distribution Agreement, (i) BUSI II-C submitted a repurchase request to the Issuer with respect to (a) 25,123,346.212 of its Class I shares of common stock of the Issuer (“Class I Shares”), having a net asset value per share (“NAV”) of $11.081, resulting in total NAV of $278,389,287.039, and (b) 2,173,519.737 of its Class E shares of common stock of the Issuer (Class E Shares”), having a NAV per share of $11.068, resulting in a total NAV of $24,055,864.390; and (ii) the Issuer, through the Operating Partnership, authorized a distribution in kind to BUSI II-C consisting of: (x) 25,123,346.212 Class I units of the Operating Partnership (“OP Units”), having a NAV per unit of $11.081, resulting in a total NAV of 278,389,287.039, and (y) 2,173,519.737 Class E OP Units, having a NAV per unit of $11.068, resulting in a total NAV of $24,055,864.390. Pursuant to that certain Fourth Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of September 25, 2024 (the “OP LPA”) and the Repurchase and Distribution Agreement, BUSI II-C must hold the OP Units for a period of at least twelve full months (or such shorter period as consented to by the OP GP in its sole discretion) and any OP Units that BUSI II-C submits for redemption pursuant to the OP LPA will be redeemed for cash unless the Issuer’s board of directors determines, in its sole and absolute discretion, that such OP Units be redeemed in whole or in part in Shares.

The foregoing descriptions of the Repurchase and Distribution Agreement and the OP LPA do not purport to be complete and are qualified in their entirety by reference to the full text of the Repurchase and Distribution Agreement and the OP LPA, which are filed as exhibits hereto and incorporated by reference herein.

Share Exchange

On November 8, 2024, BPG LP exchanged all of its 643,494 Class I Shares (including 3,454 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP) having a NAV of $11.081 per share, resulting in total NAV of $7,130,492.66, for 660,286 Class C shares of common stock of the Issuer (“Class C Shares”) having a NAV of $10.799 per share, having a total NAV of $7,130,492.66.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a)-(b) Calculations of the percentage of Shares beneficially owned assumes that there were 56,451,031 Shares outstanding as of November 11, 2024, including 2,725,409 shares of the Issuer’s common stock that will be issued on or about November 20, 2024 pursuant to the Issuer’s distribution reinvestment plan

As of November 11, 2024, (i) BUSI II-C directly holds 469,814 Shares, 18,049 of which are designated as Class E Shares and 451,765 of which are designated as Class I Shares, (ii) BPG LP directly holds 660,286 Shares (including 3,454 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP), all of which are designated as Class C Shares, (iii) BIM directly holds 66,736 Shares (including 427 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP), all of which are designated as Class E Shares, (iv) PSG directly holds 14,898 Shares (including 95 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP), all of which are designated as Class E Shares, and (v) the Adviser directly holds 254,470 Shares (including 1,366 Shares that will be issued on or about November 20, 2024 pursuant to the DRIP), all of which are designated as Class I Shares.

The aggregate number and percentage of the Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of Shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on Rows 7 through 11 and Row 13 of each of the cover pages of this Schedule 13D, and are incorporated herein by reference.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than BUSI II-C, BPG LP, BIM, PSG and the Adviser to the extent they directly hold the Issuer securities reported on this Schedule 13D) is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) of the Act.

(c) Except as set forth below, none of the Reporting Persons has engaged in any transaction during the past 60 days in any Shares.

On August 30, 2024, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on August 30, 2024 and were paid on or about September 20, 2024. With respect to the Shares directly held by BUSI II-C, BPG LP, BIM, PSG and the Adviser, these distributions were reinvested in an additional 148,969, 3,391, 419, 94 and 1,830 Shares, respectively, pursuant to the DRIP.

On September 30, 2024, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on September 30, 2024 and were paid on or about October 21, 2024. With respect to the Shares directly held by BUSI II-C, BPG LP, BIM, PSG and the Adviser, these distributions were reinvested in an additional 151,781, 3,455, 427, 95 and 2,302 Shares, respectively, pursuant to the DRIP.

On October 30, 2024, the Issuer declared distributions on the Shares that are payable to holders of record immediately following the close of business on October 30, 2024 and will be paid on or about November 20, 2024. With respect to the Shares directly held by BPG LP, BIM, PSG and the Adviser, these distributions will be reinvested in an additional 3,454, 427, 95 and 1,366 Shares, respectively, pursuant to the DRIP.

Pursuant to the terms of the Advisory Agreement, the Adviser has elected to receive its management fee to date in Shares of the Issuer. As payment of its management fee under the terms of the Advisory Agreement, on August 20, 2024, September 20, 2024 and October 23, 2024 the Issuer issued 81,759, 80,557 and 81,599 Shares, respectively, designated as Class I Shares to the Adviser. On September 30, 2024, the Issuer repurchased from the Adviser 254,936 Shares for total consideration of $2,808,836.

The information in Item 4 of this Schedule 13D is incorporated herein by reference.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein as beneficially owned by the Reporting Persons.

(e) As a result of the transactions reported herein, as of close of business on November 8, 2024, the Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the Issuer’s Shares. The filing of this Amendment No. 5 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The sections titled “Operating Partnership Units” and “Amended and Restated Advisory Agreement” Item 6 of the Schedule 13D are hereby amended and restated as follows:

Operating Partnership Units

In addition to the Shares owned by BUSI II-C set forth above, as of the date hereof, BUSI II-C directly holds 25,123,346.212 Class I OP Units and 2,173,519.737 Class E OP Units (the “Exchange Units”). BUSI II-C acquired the Exchange Units it directly holds in exchange for the repurchase by the Issuer of its Class I Shares and Class E Shares pursuant to the Repurchase and Distribution Agreement. Ownership of OP Units does not constitute beneficial ownership of Shares under Rule 13d-3 under the Act because pursuant to the terms of the OP LPA and the Repurchase and Distribution Agreement, (i) BUSI II-C must hold the OP Units for a period of at least twelve full months (or such shorter period as consented to by the OP GP in its sole discretion), (ii) BUSI II-C does not have the right to require the Operating Partnership, as the issuer of the OP Units, to redeem its OP Units for Shares and (iii) any OP Units that BUSI II-C submits for redemption pursuant to the OP LPA will be redeemed for cash unless the board of directors of the Issuer determines, in its sole and absolute discretion, that such OP Units be redeemed in whole or in part in Shares. BUSI II-C disclaims beneficial ownership of the Shares that may be issuable upon exchange of the OP Units.

The foregoing descriptions of the Repurchase and Distribution Agreement and the OP LPA are not intended to be complete and are qualified in its entirety by reference to such agreements, which are filed as exhibits hereto and incorporated by reference herein.

Second Amended and Restated Advisory Agreement

The Issuer, the Operating Partnership and the Adviser are parties to that certain Second Amended and Restated Advisory Agreement, dated as of October 1, 2024 (the “Advisory Agreement”). As compensation for its services provided pursuant to the Advisory Agreement, the Issuer pays the Adviser a management fee equal to 1.25% of NAV for its Class T, Class S, Class D, Class I and Class C Shares (collectively, the “Participating Shares”) per annum payable monthly, and the Operating Partnership pays the Adviser a management fee equal to 1.25% of Operating Partnership’s NAV of its Class T, Class T-1, Class S, Class S-1, Class D, Class D-1, Class I and Class C units held by unitholders other than the Issuer (collectively, the “Participating Units”) per annum payable monthly. In addition, the Issuer and the Operating Partnership will pay the Adviser a management fee equal to 1.25% of the aggregate DST Property (as defined the Advisory Agreement) consideration per annum payable monthly for all DST Properties subject to the FMV Option (as defined the Advisory Agreement) held by the Operating Partnership. For avoidance of doubt, the Adviser does not receive a duplicative management fee with respect to any DST Property. In calculating the management fee, the Issuer and the Operating Partnership use the NAV of the Issuer and the Operating Partnership before giving effect to any accruals for the management fee, the performance fee, the stockholder servicing fee, the investor servicing fee or distributions payable on the Issuer’s shares or the Operating Partnership’s units. No management fee will be paid with respect to Class E Shares or Class E OP Units.

Pursuant to the Advisory Agreement, the Issuer pays the Adviser a performance fee equal to 12.5% of the total return, subject to a 5% hurdle amount and a high-water mark, with a catch-up with respect to the Participating Shares payable annually. The Issuer does not pay the Adviser a performance fee with respect to the Class E Shares and as a result, it is a class-specific expense. In addition, to the extent that the Operating Partnership issues Participating Units, the Operating Partnership will pay the Adviser a performance fee with respect to such Participating Units paid annually in an amount equal to 12.5% of the total return, subject to a 5% hurdle amount and a high-water mark, with a catch-up.

If the Adviser elects to receive any portion of the management and performance fees in Shares, the Adviser may elect at a later date to have the Issuer repurchase from the Adviser such Shares at a price per Share equal to the then-current transaction price for such Share in the Issuer’s public offering. Such Shares will not be subject to the terms of the Repurchase Arrangement discussed below, the repurchase limits of the Issuer’s share repurchase plan or any reduction or penalty for an early repurchase. If the Adviser elects to receive any portion of the management and performance fees in OP Units, the Adviser may elect at a later date to have the Operating Partnership repurchase such OP Units for cash unless the Issuer’s board of directors determines that any such repurchase for cash would be prohibited by applicable law or the Issuer’s charter, in which case such OP Units will be repurchased in exchange for Shares with an equivalent aggregate NAV.

This description of the Advisory Agreement is not intended to be complete and is qualified in its entirety by reference to the Advisory Agreement, which is filed as an exhibit hereto and incorporated by reference herein.

Item 7 of the Schedule 13D is hereby amended and restated as follows:

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 12, 2024