Sec Form 13D Filing - Brookfield Corp filing for BROOKFIELD BUS.CORP EXCH. (BBUC) - 2024-09-27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

 

 

Brookfield Business Corporation

(Name of Issuer)

Class A exchangeable subordinate voting shares, no par value

(Title of Class of Securities)

11259V106

(CUSIP Number)

Swati Mandava

Brookfield Corporation

Brookfield Place

181 Bay Street, Suite 100

Toronto, Ontario M5J 2T3

(416) 363-9491

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

September 26, 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes 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 Note

 

 

 


CUSIP No. 11259V106

 

 1    

 Names of Reporting Persons

 

 BROOKFIELD CORPORATION

 2  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ — Joint Filing

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 OO

 5  

 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 ONTARIO

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

    7     

 Sole Voting Power

 

 0

    8   

 Shared Voting Power

 

 47,244,876*

    9   

 Sole Dispositive Power

 

 0

   10   

 Shared Dispositive Power

 

 47,244,876*

11    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 47,244,876*

12  

 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented by Amount in Row (11)

 

 64.8%**

14  

 Type of Reporting Person (See Instructions)

 

 CO

 

*

This amount for Brookfield Corporation (“BN”) includes class A exchangeable subordinate voting shares (the “Class A Shares”) of Brookfield Business Corporation (the “Issuer”) held by BPEG BN Holdings LP (“BPEG”) and subsidiaries of Brookfield Wealth Solutions Ltd. (“BNT”) as described in Item 4 herein.

**

Percentage ownership is based on an aggregate number of outstanding Class A Shares of 72,954,447 as of June 30, 2024


CUSIP No. 11259V106

 

 1    

 Names of Reporting Persons

 

 BAM PARTNERS TRUST

 2  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ — Joint Filing

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 OO

 5  

 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 ONTARIO

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

    7     

 Sole Voting Power

 

 0

    8   

 Shared Voting Power

 

 47,244,876*

    9   

 Sole Dispositive Power

 

 0

   10   

 Shared Dispositive Power

 

 47,244,876*

11    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 47,244,876*

12  

 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented by Amount in Row (11)

 

 64.8%**

14  

 Type of Reporting Person (See Instructions)

 

 CO

 

*

Includes 47,244,876 Class A Shares beneficially owned by BN and includes Class A Shares held by subsidiaries of BNT as described in Item 4 herein.

**

Percentage ownership is based on an aggregate number of outstanding Class A Shares of 72,954,447 as of June 30, 2024.


CUSIP No. 11259V106

 

 1    

 Names of Reporting Persons

 

 BPEG BN HOLDINGS LP

 2  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ — Joint Filing

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 OO

 5  

 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 ONTARIO

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

    7     

 Sole Voting Power

 

 0

    8   

 Shared Voting Power

 

 3,656,047

    9   

 Sole Dispositive Power

 

 0

   10   

 Shared Dispositive Power

 

 3,656,047

11    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 3,656,047

12  

 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented by Amount in Row (11)

 

 5.0%*

14  

 Type of Reporting Person (See Instructions)

 

 PN

 

*

Percentage ownership is based on an aggregate number of outstanding Class A Shares of 72,954,447 as of June 30, 2024.


CUSIP No. 11259V106

 

 1    

 Names of Reporting Persons

 

 BROOKFIELD BUSINESS PARTNERS LP

 2  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ — Joint Filing

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 OO

 5  

 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 BERMUDA

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

    7     

 Sole Voting Power

 

 0

    8   

 Shared Voting Power

 

 0

    9   

 Sole Dispositive Power

 

 0

   10   

 Shared Dispositive Power

 

 0

11    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

12  

 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented by Amount in Row (11)

 

 0%*

14  

 Type of Reporting Person (See Instructions)

 

 OO

 

*

Brookfield Business Partners L.P. (“BBU”) and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer.


CUSIP No. 11259V106

 

 1    

 Names of Reporting Persons

 

 BROOKFIELD BUSINESS PARTNERS LIMITED

 2  

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒ — Joint Filing

 

 3  

 SEC Use Only

 

 4  

 Source of Funds (See Instructions)

 

 OO

 5  

 Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

 

 ☐

 6  

 Citizenship or Place of Organization

 

 BERMUDA

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With

 

    7     

 Sole Voting Power

 

 0

    8   

 Shared Voting Power

 

 0

    9   

 Sole Dispositive Power

 

 0

   10   

 Shared Dispositive Power

 

 0

11    

 Aggregate Amount Beneficially Owned by Each Reporting Person

 

 0

12  

 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

 ☐

13  

 Percent of Class Represented by Amount in Row (11)

 

 0%*

14  

 Type of Reporting Person (See Instructions)

 

 OO

 

*

Brookfield Business Partners Limited is the general partner of BBU. BBU and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer.


Explanatory Note

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D previously filed on March 24, 2022 (the “Schedule 13D”) to reflect, among other things, (i) the removal of Brookfield Private Equity Direct Investments Holdings LP (“BPED”) as a Reporting Person, (ii) the addition of BPEG BN Holdings LP (“BPEG”) as a Reporting Person and (iii) the transactions described in Item 4 of this Amendment No. 1.

Information and defined terms reported in the original Schedule 13D remain in effect except to the extent amended or superseded by information or defined terms contained in this Amendment No. 1.

Item 2. Identity and Background.

Item 2 of the original Schedule 13D is amended and supplemented as follows:

(a) BPEG, a limited partnership formed under the laws of Province of Ontario, is hereby added as a Reporting Person. BPED is hereby removed as a Reporting Person. The original Schedule 13D is further amended to reflect the renaming of Brookfield Asset Management Inc. as “Brookfield Corporation”.

(b)-(c), (f) The principal business of BPEG is to serve as a special purpose entity for the purposes of making investments, including in the Issuer. The principal business address of BPEG is Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada.

Schedules I to IV hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of BN, the BAM Partnership, BPEG and BBPL.

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.

(d)-(e) 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.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 3.

Item 4. Purpose of Transaction.

Item 4 of the original Schedule 13D is hereby supplemented as follows:

On September 26, 2024, wholly-owned subsidiaries of BN (the “BN Parties”) transferred to wholly-owned subsidiaries of BNT, a paired entity to BN (the “BNT Parties”), an aggregate of 10,317,747 Class A Shares in exchange for a cash payment of $250,000,000 (the “Class A Share Transfer”) and entered into financing arrangements with the BNT Parties pursuant to which the BN Parties transferred an aggregate of 32,271,082 Class A Shares (collectively, the “Subject Securities”) to the BNT Parties (the “Subject Securities Transfer”) in exchange for a cash payment of $400,000,000 (the “Transfer Value”). Pursuant to these financing arrangements, the BN Parties are obligated to repurchase the Subject Securities on September 25, 2025 or such earlier date that these arrangements are terminated in accordance with their terms, at a price equal to the Transfer Value plus a return calculated at a rate of SOFR+1.75% per annum (the “Repurchase”). Unless an event of default has occurred under the financing arrangements, the BN Parties have the right to direct all decisions to be made with respect to voting of the Subject Securities while held by the BNT Parties.


BN and BNT, a paired entity to BN, have further agreed (the “Voting Agreement”) that all decisions to be made with respect to the voting of the Class A Shares held by BNT and its subsidiaries (other than the Subject Securities) 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 is attached hereto as Exhibit 99.2 to this Amendment No. 1 and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

Item 5(a) – (c) of the original Schedule 13D is hereby amended and restated as follows:

(a)-(b) The information relating to the beneficial ownership of the Class A Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of 72,954,447 outstanding as of June 20, 2024 and includes (as applicable) Class A Shares transferred to the BNT Parties as described in Item 4 and subject to the voting arrangements described in Item 4.

(c) Other than the transactions described in Item 4 herein, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the original Schedule 13D is hereby supplemented as follows:

The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference.

BBU and its affiliates beneficially own all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer. Together, BN and BBU hold an approximate 91.2% voting interest in the Issuer and includes Class A Shares transferred to the BNT Parties as described in Item 4 and subject to the voting arrangements described in Item 5.

BBU may receive Class A Shares upon exchange of, and in accordance with the terms of, the Class A Shares and BN may receive Class A Shares upon exchange of, and in accordance with the terms of, the Class A Shares and the Rights Agreement.

Item 7. Materials to Be Filed as Exhibits.

 

Exhibit 99.1    Joint Filing Agreement
Exhibit 99.2    Voting Agreement dated September 26, 2024.


SIGNATURES

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

 

Dated: September 27, 2024

   

BROOKFIELD CORPORATION

   

By:

 

/s/ Swati Mandava

     

Name: Swati Mandava

     

Title: Managing Director, Legal and Regulatory

    BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
   

By:

 

/s/ Kathy Sarpash

     

Name: Kathy Sarpash

     

Title: Secretary

    BPEG BN HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
   

By:

 

/s/ A.J. Silber

     

Name: A.J. Silber

     

Title: Director

    BROOKFIELD BUSINESS PARTNERS LIMITED
   

By:

 

/s/ Jane Sheere

     

Name: Jane Sheere

     

Title: Secretary

    BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED
   

By:

 

/s/ Jane Sheere

     

Name: Jane Sheere

     

Title: Secretary


SCHEDULE I

BROOKFIELD CORPORATION

 

Name and Position of

Officer or Director

  

Principal Business

Address

  

Principal Occupation or

Employment

  

Citizenship

M. Elyse Allan, Director   

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

   Corporate Director    Canada and U.S.A.

Jeffrey M. Blidner,

Vice Chair and Director

  

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

   Vice Chair, Brookfield Corporation    Canada
Angela F. Braly, Director    250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.    Corporate Director    U.S.A.
Jack L. Cockwell, Director   

51 Yonge Street, Suite 400

Toronto, Ontario

M5E 1J1, Canada

   Chair of Brookfield Partners Foundation    Canada

Bruce Flatt, Director and Chief

Executive Officer

   One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.    Chief Executive Officer, Brookfield Corporation    Canada
Janice Fukakusa, Director   

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

   Corporate Director    Canada

Maureen Kempston Darkes,

Director

  

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

   Corporate Director    Canada


Brian D. Lawson, Director and

Vice Chair

  

181 Bay Street, Suite 100

Toronto, Ontario

M5J 2T3, Canada

   Vice Chair, Brookfield Corporation    Canada
Howard S. Marks, Director    Oaktree Capital Management, L.P., 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.    Co-Chairman, Oaktree Capital Management, L.P.    U.S.A
The Honourable Frank J. McKenna, Director   

TDCT Tower

161 Bay Street, 35th Fl

Toronto, Ontario

M5J 2T2, Canada

   Chair of Brookfield Corporation and Deputy Chair of TD Bank Group    Canada
Rafael Miranda, Director    C/Santiago de Compostela 100 28035 Madrid, Spain    Corporate Director    Spain
Lord Augustine Thomas O’Donnell, Director    One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K    Corporate Director    United Kingdom
Hutham S. Olayan, Director   

250 Vesey Street, 15th Fl

New York, NY 10281-1023, U.S.A

   Chair of The Olayan Group    U.S.A. and Saudi Arabia
Diana L. Taylor, Director   

c/o Bloomberg, Philanthropies, 25

East 78th Street, New York, N.Y. 10075

   Corporate Director    U.S.A.
Nicholas H. Goodman, President and Chief Financial Officer    181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada    President and Chief Financial Officer, Brookfield Corporation    United Kingdom


SCHEDULE II

BAM CLASS B PARTNERS INC.

 

Name and Position of

Officer or Director

  

Principal Business

Address

  

Principal Occupation or

Employment

  

Citizenship

Jack L. Cockwell,

Director and Vice President

   c/o 51 Yonge Street, Suite 100, Toronto, Ontario M5E 1J1, Canada    Chair of Brookfield Partners Foundation    Canada

Bruce Flatt,

Director and Vice President

   One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.-    Chief Executive Officer, Brookfield    Canada

Brian D. Lawson,

Director and President

  

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

   Vice Chair, Brookfield    Canada

Kathy Sarpash,

Secretary

  

181 Bay Street, Suite 100,

Toronto, Ontario M5J 2T3,

Canada

   Senior Vice-President of Brookfield    Canada


SCHEDULE III

BPEG BN HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.

 

Name and Position of

Officer or Director

  

Principal Business

Address

  

Principal Occupation or

Employment

  

Citizenship

Jaspreet Dehl, Director, Managing Partner and Secretary    181 Bay Street, Suite 300, Toronto, ON M5J 2T3    Managing Partner and Chief Financial Officer of BBU    Canada
Amanda Marshall, Director and Managing Director    181 Bay Street, Suite 300, Toronto, ON M5J 2T3    Managing Partner    Canada
David Nowak, Managing Partner    181 Bay Street, Suite 300, Toronto, ON M5J 2T3    Managing Partner    Canada
A.J. Silber, Director    181 Bay Street, Suite 300, Toronto, ON M5J 2T3    Vice President    Canada
Cyrus Madon, Managing Partner    181 Bay Street, Suite300, Toronto, ON M5J 2T3    Managing Partner of Brookfield Corporation    Canada
Ryan Szainwald, Managing Partner    181 Bay Street, Suite300, Toronto, ON M5J 2T3    Managing Partner    Canada
Anjali Mahtani, Senior Vice President    181 Bay Street, Suite300, Toronto, ON M5J 2T3    Senior Vice President    Canada


SCHEDULE IV

BROOKFIELD BUSINESS PARTNERS LIMITED

 

Name and Position of

Officer or Director

  

Principal Business

Address

  

Principal Occupation or

Employment

  

Citizenship

Cyrus Madon, Executive Chairman    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Executive Chairman, Brookfield Private Equity Group    Canada
Jeffrey Blidner, Board Chair and Director    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Vice Chairman, Brookfield    Canada
David Court, Director    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Director Emeritus, McKinsey & Company    Canada
Stephen Girsky, Director    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Managing Partner, VectoIQ    United States
David Hammill, Director    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Corporate Director    Australia
Anne Ruth Herkes, Director    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Corporate Director    Germany
John Lacey, Director    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Corporate Director    Canada
Don Mackenzie, Director    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Corporate Director    Bermuda
Michael Warren, Director    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Chairman and Owner of New Venture Holdings    United States
Patricia Zuccotti, Director    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Corporate Director    United States
Jane Sheere    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Secretary    Bermuda
Anuj Ranjan, Chief Executive Officer    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Chief Executive Officer    Canada
Jaspreet Dehl, Chief Financial Officer    73 Front Street, 5th Floor, Hamilton HM 12, Bermuda    Chief Financial Officer    Canada