Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
BROOKFIELD BUSINESS PARTNERS L.P. (Name of Issuer) |
Limited Partnership Units (Title of Class of Securities) |
G16234109 (CUSIP Number) |
Swati Mandava Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100 Toronto, A6, M5J 2T3 416-363-9491 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2024 (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.
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 (“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).
SCHEDULE 13D
|
| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BROOKFIELD Corp /ON/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
142,553,877.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
65.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, amounts for Brookfield Corporation ('BN') includes (i) 374,533 limited partnership units ('Units') of Brookfield Business Partners L.P. (the 'Issuer') and 51,599,716 redemption-exchange units ('REUs') of Brookfield Business L.P. ('Brookfield Business L.P.') beneficially owned (as applicable) by BNT BBU Holding LP ('Holding LP'), Brookfield Titan Holdings LP ('BTH'), and BPEG BN Holdings LP ('BPEG'), each subsidiaries of BN, and (ii) 25,227,971 Units and 18,105,751 REUs held by subsidiaries of Brookfield Wealth Solutions Ltd., a paired entity to BN ('BNT), as described in Item 4. This amount also includes 47,245,876 class A exchangeable subordinate voting shares (the 'BBUC exchangeable shares') of Brookfield Business Corporation ('BBUC') beneficially owned by BN and BNT.In reference to Row 13 above, as of September 30, 2024, there were approximately 74,281,766 Units outstanding. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming that only all of the REUs and BBUC exchangeable shares beneficially owned by BN are exchanged for Units (on a one-for-one basis), the percentage would be 74.5 percent.
SCHEDULE 13D
|
| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BAM Partners Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
142,533,877.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
65.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes Units, REUs and BBUC exchangeable shares beneficially owned by BN.In reference to Row 13 above, as of September 30, 2024, there were approximately 74,281,766 Units outstanding. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming that only all of the REUs and BBUC exchangeable shares beneficially owned by BN are exchanged for Units (on a one-for-one basis), the percentage would be 74.5 percent.
SCHEDULE 13D
|
| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BNT BBU HOLDING LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,599,716.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes 51,599,716 REUs beneficially owned by Holding LP.In reference to Row 13 above, as of September 30, 2024, there were approximately 74,281,766 Units outstanding. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming no BBUC exchangeable shares and only REUs held by Holding LP are exchanged for Units, the percentage would be 41 percent.
SCHEDULE 13D
|
| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BPEG BN HOLDINGS LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,656,047.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes 3,656,047 BBUC exchangeable shares owned by BPEG.In reference to Row 13 above, as of September 30, 2024, there were approximately 74,281,766 Units outstanding. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming only BBUC exchangeable shares held by BPEG are exchanged for Units, the percentage would be 4.7 percent.
SCHEDULE 13D
|
| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
Brookfield Titan Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
374,533.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Row 13 above, as of September 30, 2024, there were approximately 74,281,766 Units outstanding. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming no REUs and no BBUC exchangeable shares are exchanged for Units (on a one-for-one basis), the percentage would be 0.5 percent.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Limited Partnership Units | |
| (b) | Name of Issuer:
BROOKFIELD BUSINESS PARTNERS L.P. | |
| (c) | Address of Issuer's Principal Executive Offices:
73 Front Street, 5th Floor, Hamilton,
BERMUDA
, HM12. | |
Item 1 Comment:
Explanatory Note:This Amendment No. 6 (this 'Amendment No. 6') to Schedule 13D amends and supplements the Schedule 13D originally filed on June 30, 2016 (and as amended through Amendment No. 5 thereto, the 'Schedule 13D') to reflect, among other things, (i) the addition of BNT BBU Holding LP ('Holding LP') as a Reporting Person, (ii) the removal of Brookfield Private Equity Direct Investments Holdings LP ('BPED') as a Reporting Person and (iii) the transactions described in Item 4 and Item 6 of this Amendment 6.Unless otherwise indicated, all references to '$' in this Schedule 13D are to U.S. dollars.Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 6. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the original Schedule 13D is amended and supplemented as follows:Holding LP shall be deemed a 'Reporting Person' for purposes of this Schedule 13D, as amended hereby. BPED is removed as a 'Reporting Person' for purposes of this Schedule 13D, as amended hereby. | |
| (b) | Item 2(b) of the original Schedule 13D is amended and supplemented as follows:Holding LP is a limited partnership formed under the laws of Bermuda. The general partner of Holding LP is Brookfield BBU GP Inc., a company organized under the laws of the Province of Ontario ('Holding LP GP'). The principal business address of Holding LP and Holding LP GP is 73 Front Street, 5th Floor, Hamilton HM12, Bermuda.The principal business of Holding LP is to serve as a special purpose entity for the purposes of making investments, including in the Issuer. The principal business of Holding LP GP is to serve as a general partner of Holding LP.Schedule I to this Amendment No. 6 sets forth the names of directors and executive officers of Holding LP GP, and their respective principal occupations, addresses and citizenships.The Reporting Persons are making this single, joint filing because they may be deemed to constitute a 'group' within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the 'Joint Filing Agreement') is attached hereto as Exhibit 99.1. | |
| (c) | Item 2(c) of the original Schedule 13D is amended and supplemented as follows:The information set forth in Item 2(b) of this Schedule 13D is hereby incorporated herein by reference. | |
| (d) | Item 2(d) of the original Schedule 13D is amended and supplemented as follows:During the last five years, none of Reporting Persons and, to their respective knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | Item 2(e) of the original Schedule 13D is amended and supplemented as follows:The information set forth in Item 2(d) of this Schedule 13D is hereby incorporated herein by reference. | |
| (f) | Item 2(f) of the original Schedule 13D is amended and supplemented as follows:The information set forth in Item 2(b) of this Schedule 13D is hereby incorporated herein by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein byreference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the original Schedule 13D is hereby supplemented as follows:On December 23, 2024, Holding LP, a subsidiary of BN, transferred 25,227,971 Units and 18,105,781 REUs it previously acquired from BN (collectively, the 'Subject Securities') to wholly-owned subsidiaries of BNT, a paired entity to BN. The Subject Securities were transferred pursuant to an in-kind distribution to a subsidiary of BNT, which prior to such transfer was a limited partner of Holding LP.The Units (including Units issuable upon exchange of the REUs) so transferred are subject to the voting agreement between BN and BNT whereby BN and BNT agreed that all decisions to be made with respect to the voting of the Units held by BNT and its subsidiaries will be made jointly by mutual agreement of the applicable BNT subsidiary and BN. The foregoing description of the voting agreement does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which was attached as Exhibit 99.2 to Amendment No. 5 to Schedule 13D and incorporated by reference herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of Schedule 13D is hereby amended and restated as follows:The information relating to the beneficial ownership of the Units by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (including the footnotes thereto) is incorporated by reference herein. Except as otherwise noted in the footnotes to the cover pages hereto, the percentage of Units of the Issuer is based on an aggregate number of Units of 74,281,766 outstanding as of September 30, 2024 and assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis) and includes (as applicable) Units, REUs and BBUC exchangeable beneficially owned by subsidiaries of BNT as described in Item 4 of this Amendment No. 6 and Item 4 of Amendment No. 5 and subject to the voting arrangements described in Item 4. | |
| (b) | Item 5(b) of Schedule 13D is hereby amended and restated as follows:The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference. | |
| (c) | Item 5(c) of Schedule 13D is hereby amended and restated as follows:Other than the transactions described in Item 4 in this Amendment No. 6 or as previously reported in Amendment No. 5, there have been no transactions by the Reporting Persons in the Units during the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of Schedule 13D is hereby supplemented as follows:Holders of BBUC exchangeable shares are entitled to exchange their BBUC exchangeable shares for an equivalent number of Units (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BBUC) at any time. The Issuer may elect to satisfy BBUC's exchange obligation by acquiring such tendered BBUC exchangeable shares for an equivalent number of Units (subject to adjustment to reflect certain capital events) or its cash equivalent. On March 15, 2022, Wilmington Trust, National Association (the 'Rights Agent') and BN entered into the Rights Agreement (the 'Original Rights Agreement') pursuant to which BN has agreed that, until March 15, 2027, it will, under certain circumstances, satisfy, or cause to be satisfied, the obligations pursuant to BBUC's articles of incorporation to exchange BBUC exchangeable shares for Units or its cash equivalent. On December 23, 2024 the Rights Agent and BN entered into an amended and restated Rights Agreement (the 'Amended and Restated Rights Agreement'). The Amended and Restated Rights Agreement, among other things, amended the Rights Agreement such that the number of Units required to be held in the collateral account with the Rights Agent shall be reduced to the extent a holder of BBUC exchangeable shares agrees to waive the collateral account requirements with respect to the BBUC exchangeable shares owned by such holder. The foregoing summary of the Rights Agreement Amendment does not purport to be complete and, as such, is qualified in its entirety by the Rights Agreement Amendment set forth in Exhibit 99.2 hereto and incorporated in this Item 6 by reference. As of the date hereof, BN may deliver up to 72,954,449 Units to satisfy any exchange of BBUC exchangeable shares in accordance with the terms of the Amended and Restated Rights Agreement and BBUC's articles of incorporation. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Joint Filing Agreement.Exhibit 99.2 Amended and Restated Rights Agreement dated December 23, 2024.Exhibit 99.3 Schedule I. | ||
| SIGNATURE | |
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.
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