# BROOKFIELD PRIVATE ADVISORS LLC X-17A-5 (2021-03-02) — Broker-dealer annual report

- Company: BROOKFIELD PRIVATE ADVISORS LLC
- Form: X-17A-5
- Filed: 2021-03-02
- Period: 2020-12-31
- Accession: 0001470736-21-000002
- CIK: 1470736
- File #: 8-68370
- Material weakness: No
- Auditor: Deloitte & Touche LLP
- Auditor location: New York, NY
- Contact: Michael Stupay
- Phone: 212-509-7800
- Signed by: Robert Jamo (CEO)

Original filing: https://www.sec.gov/Archives/edgar/data/1470736/000147073621000002/s20bpal.pdf

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(A wholly owned subsidiary of Brookfield Private Advisors Holdings, LLC) Statement of Financial Condition Pursuant to Rule 17a-5 under the Securities Exchange Act of 1934 December 31, 2020

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UNITED ST A TES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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8-68370

SEC FILE NUMBER

# **ANNUAL AUDITED REPORT FORM X-17A-5 PART** III

#### **FACING PAGE**

**Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder** 

| REPORT FOR THE PERIOD BEGINNING                                          | __<br>MM/DDNY                                  | 0"-'l-'--'/0,_,_l.::/2=0--- AND ENDING | 12/31/20<br>MMIDDNY                              |
|--------------------------------------------------------------------------|------------------------------------------------|----------------------------------------|--------------------------------------------------|
|                                                                          | A. REGISTRANT IDENTIFICATION                   |                                        |                                                  |
| NAME OF BROKER -<br>DEALER:                                              |                                                |                                        |                                                  |
|                                                                          |                                                |                                        | OFFICIAL USE ONLY                                |
| Brookfield Private Advisors LLC                                          |                                                |                                        | FIRM ID. NO.                                     |
| ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.)        |                                                |                                        |                                                  |
| 4 World Financial Center, 250 Vesey Street, 15th Floor                   |                                                |                                        |                                                  |
| (No. and Street)                                                         |                                                |                                        |                                                  |
| New York<br>NY                                                           |                                                |                                        | 10281-1021                                       |
| (City)<br>(State)                                                        |                                                |                                        | (Zip Code)                                       |
| NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT  |                                                |                                        |                                                  |
|                                                                          |                                                |                                        |                                                  |
| Michael Stupay                                                           |                                                |                                        | (212) 509-7800<br>(Area Code -<br>Telephone No.) |
|                                                                          |                                                |                                        |                                                  |
|                                                                          | B. ACCOUNTANT IDENTIFICATION                   |                                        |                                                  |
|                                                                          |                                                |                                        |                                                  |
| INDEPENDENT PUBLIC ACCOUNTANT whose opinion is contained in this Report* |                                                |                                        |                                                  |
| Deloitte & Touche LLP                                                    |                                                |                                        |                                                  |
| (Name -                                                                  | if individual, state last, first, middle name) |                                        |                                                  |
| 30 Rockefeller Plaza<br>New York                                         |                                                | NY                                     | 10112                                            |
| (Address)<br>(City)                                                      |                                                | (State)                                | (Zip Code)                                       |
| CHECK ONE:                                                               |                                                |                                        |                                                  |
| ~ Certified Public Accountant                                            |                                                |                                        |                                                  |
| D                                                                        |                                                |                                        |                                                  |
| Public Accountant                                                        |                                                |                                        |                                                  |
| D<br>Accountant not resident in United States or any of its possessions. |                                                |                                        |                                                  |
|                                                                          | FOR OFFICIAL USE ONLY                          |                                        |                                                  |
|                                                                          |                                                |                                        |                                                  |
|                                                                          |                                                |                                        |                                                  |

\* *Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See section 240.17a-5(e)(2).SEC* 1410 (3-91)

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# **Brookfield Private Advisors LLC (A wholly owned subsidiary of Brookfield Private Advisors Holdings, LLC) TABLE OF CONTENTS**

#### **This report \*\* contains (check all applicable boxes):**

- [x) Independent Auditors' Report.
- [x] Facing Page.
- [x] Statement of Financial Condition.
- [ ] Statement of Operations.
- [] Statement of Changes in Member's Equity.
- [ ] Statement of Cash Flows.
- [] Statement of Changes in Liabilities Subordinated to Claims of General Creditors (not applicable).
- [ ] Computation of Net Capital for Brokers and Dealers Pursuant to Rule I 5c3-I under the Securities Exchange Act of I 934.
- [] Computation for Determination of Reserve Requirements for Brokers and Dealers Pursuant to Rule l 5c3-3 under the Securities Exchange Act of 1934.
- [ ] Information Relating to the Possession or Control Requirements for Brokers and Dealers Pursuant to Rule 15c3-3 under the Securities Exchange Act of 1934
- [] A Reconciliation, including appropriate explanations, of the Computation of Net Capital Pursuant to Rule 15c3-l and the Computation for
	- Determination of Reserve Requirements Under Rule l 5c3-3.
- [] A Reconciliation Between the Audited and Unaudited Statements of Financial
- Condition With Respect to Methods of Consolidation (not applicable).
- [x] An Affirmation.
- [] A copy of the SIPC Supplemental Report.
- [] Independent Auditors' Report Regarding Rule 15c3-3 exemption
- [ ] Rule I 5c3-3 Exemption Report
- \* \* *For conditions of confidential treatment of certain portions of this filing, see section 2 40. 17 a-5 (e)(3).*

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#### **AFFIRMATION**

I, Robert Jamo, affirm that, to the best of my knowledge and belief, the accompanying statement of **financial** condition **pertaining** to Brookfield Private Advisor, LLC at December 31, 2020, Is true and correct. I further affirm that neither the Company nor any partner, proprietor, principal officer or director **has any** proprietary interest in any account classified solely as that of a customer.

Signature

Chief Executive Officer Title

Subscribed and sworn to before me

OMOTARA JADESOLA OOSUNMU Notary Public, State of New York No.01O06358127 Qualified in New York County Commission Expires May 1, 20:2;)

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# **Deloitte.**

**Deloitte** & **Touche LLP 30 Rockefeller Plaza New York,** NY 10112 **USA** 

**Tel: +1212492 4000 Fax: + 1 212 489 1687 www.deloitte.com** 

#### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors and Member of Brookfield Private Advisors LLC

#### **Opinion on the Financial Statement**

We have audited the accompanying statement of financial condition of Brookfield Private Advisors LLC (the "Company") as of December 31 , 2020, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

#### **Basis for Opinion**

The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financ ial statement. We believe that our audit of the financial statement provides a reasonable basis for our opinion.

February 26, 2021

We have served as the Company's auditor since 2018.

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**(A wholly owned subsidiary of Brookfield Private Advisors Holdings, LLC)** 

# **Statement of Financial Condition December 31, 2020**

| Assets                                |               |
|---------------------------------------|---------------|
| Cash                                  | 872,944<br>\$ |
| Due from affiliates                   | 32,547        |
| Other assets                          | 144,000       |
| Total assets                          | \$ 1,049,491  |
| Liabilities and Member's Equity       |               |
| Liabilities                           |               |
| Accounts payable and accrued expenses | 86,791<br>\$  |
| Member's equity                       | 962,700       |
| Total liabilities and member's equity | \$ 1,049,491  |

The accompanying notes are an integral part of this financial statement.

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**(A wholly owned subsidiary of Brookfield Private Advisors Holdings, LLC)** 

# **Notes to Statement of Financial Condition December 31, 2020**

#### **1. Organization and Business**

Brookfield Private Advisors LLC (the "Company"), a limited liability company formed under the laws of the State of Delaware, is a broker-dealer in securities registered with the Securities and Exchange Commission (the "SEC") and a member of the Financial Industry Regulatory Authority ("FINRA"). The Company is a wholly owned subsidiary of Brookfield Private Advisors Holdings, LLC (the "Parent"), which is an indirect wholly owned subsidiary of Brookfield Asset Management Inc. (the "Ultimate Parent" or "BAM"), a publicly listed entity. The U.S. dollar is the functional and presentation currency of the Company.

The Company acts primarily as a broker or dealer selling private placements of securities. The Company primarily distributes private placements for investment funds that are managed by BAM.

#### **2. Summary of Significant Accounting Policies**

#### **Basis of Presentation**

This financial statement was prepared in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

#### **Revenue Recognition:**

The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company follows a five-step model to (a) identify the contract(s) with a customer, (b) identify the performance obligations in the contract, (c) determine the transaction price, (d) allocate the transaction price to the performance obligations in the contract, and (e) recognize revenue when (or as) the entity satisfies a performance obligation. In determining the transaction price, the Company includes variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved.

#### Private placements:

The Company places securities for entities that want to raise funds through a sale of securities. Revenues are earned from fees arising from securities offerings in which the Company acts as a placement agent for funds not managed by BAM. Placement fees earned for services to alternative asset managers are typically recognized upon acceptance by a fund of capital or capital commitments (referred to as a "closing date"), in accordance with terms set forth in individual agreements. The Company has determined that the closing date is the appropriate point in time to recognize revenue for private placement securities transactions as there are no significant actions which the Company needs to take subsequent to this date and the purchaser obtains the control and benefit of the offering at that point.

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**(A wholly owned subsidiary of Brookfield Private Advisors Holdings, LLC)** 

# **Notes to Statement of Financial Condition December 31, 2020**

#### **2. Summary of Significant Accounting Policies (continued)**

The Company does not receive any compensation from its fund-raising activities for BAM managed funds. Accordingly, the Company does not expect to realize revenue in the future.

#### **Cash**

All cash deposits are held by one financial institution and therefore are subject to the credit risk at that financial institution. The Company has not experienced any losses in such accounts and does not believe there to be any significant credit risk with respect to these deposits.

#### **Income Taxes**

The Company is a single member limited liability company and is treated as a disregarded entity for federal income tax reporting purposes. The Internal Revenue Code ("IRC") provides that any income or loss is passed through to the ultimate taxpaying entity for federal, state and certain local income taxes. Accordingly, the Company has not provided for federal, state or local income taxes. Additionally, any tax benefit that the Parent may receive is not remitted to the Company.

#### **3. Economic dependency**

The Company may require from time-to-time support from the Ultimate Parent, however, management believes it has sufficient cash to support operations for the foreseeable future.

#### **4. Transactions with related parties**

The Company maintains an administrative services agreement (the "Agreement") with the Ultimate Parent. Pursuant to the Agreement, the Ultimate Parent provides accounting, administrative, office space, human resources, payroll and other services. The Parent provides these services at no cost to the Company. These costs have not been recorded on the books of the Company.

During 2020, the Company paid expenses on behalf of an affiliate in the amount of \$32,547 all of which remained unpaid at December 31 , 2020.

All transactions with related parties are settled in the normal course of business. The terms of any of these arrangements may not be the same as those that would otherwise exist or result from agreements and transactions among unrelated parties.

#### **5. Regulatory Requirements**

The Company is subject to SEC Uniform Net Capital Rule l 5c3-l under the Securities Exchange Act of 1934, which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. At December 31, 2020, the Company had net capital of\$786, 153 which exceeded the required net capital by \$780,367. The ratio of aggregate indebtedness to net capital, at December 31, 2020 was .11 to 1.

The Company does not hold customers' cash or securities and, therefore,'has no obligations under SEC Rule l 5c3-3 under the Securities Exchange Act of 1934.

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**(A wholly owned subsidiary of Brookfield Private Advisors Holdings, LLC)** 

# **Notes to Statement of Financial Condition December 31, 2020**

#### **6. Financial risk management**

The Company is exposed to credit risk as substantially all of the cash of the Company is held by a single major money center bank. The Company manages its credit risk through careful selection of the financial institutions through which it conducts its business and clients to whom it provides services. The Company has minimal liquidity, foreign exchange and market risk.

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