Amendment: SEC Form SCHEDULE 13D/A filed by Brookfield Business Corporation
$BBUC
Engineering & Construction
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
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, A6, M5J 2T3 (416) 363-9491 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/26/2025 (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. | 11259V106 |
| 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
47,244,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*This amount for Brookfield Corporation ("BN") includes 36,927,129 class A exchangeable subordinate voting shares (the "Class A Shares") of Brookfield Business Corporation (the "Issuer") held by BPEG BN Holdings LP ("BPEG") and other subsidiaries of BN and 10,317,742 Class A Shares held by wholly-owned subsidiaries of Brookfield Wealth Solutions Ltd., a paired entity to BN ("BNT").
**Percentage ownership is based on an aggregate number of outstanding Class A Shares of 69,996,738 as of September 26, 2025.
SCHEDULE 13D
|
| CUSIP No. | 11259V106 |
| 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
47,244,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Includes 47,244,876 Class A Shares beneficially owned by BN and includes Class A Shares held by wholly-owned subsidiaries of BNT.
** Percentage ownership is based on an aggregate number of outstanding Class A Shares of 69,996,738 as of September 26, 2025.
SCHEDULE 13D
|
| CUSIP No. | 11259V106 |
| 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
23,535,005.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
33.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
* Percentage ownership is based on an aggregate number of outstanding Class A Shares of 69,996,738 as of September 26, 2025.
SCHEDULE 13D
|
| CUSIP No. | 11259V106 |
| 1 |
Name of reporting person
BROOKFIELD BUSINESS PARTNERS L.P. | ||||||||
| 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
0.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* 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.
SCHEDULE 13D
|
| CUSIP No. | 11259V106 |
| 1 |
Name of reporting person
BROOKFIELD BUSINESS PARTNERS LIMITED | ||||||||
| 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
0.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* 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.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A exchangeable subordinate voting shares, no par value | |
| (b) | Name of Issuer:
Brookfield Business Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
250 VESEY STREET, 15TH FLOOR, NEW YORK,
NEW YORK
, 10281. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 3 (this "Amendment No. 3") amends and supplements the Schedule 13D originally filed on March 24, 2022 (and as amended through Amendment No. 2 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 3.
Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars.
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. 3. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the original Schedule 13D is hereby supplemented as follows:
On September 26, 2025 and September 29, 2025, wholly-owned subsidiaries of BN (the "BN Parties") entered into financing arrangements with wholly-owned subsidiaries of BNT, a paired entity to BN (the "BNT Parties"), pursuant to which the BN Parties transferred an aggregate of 24,289,723 Class A Shares (collectively, the "Subject Securities") to the BNT Parties (the "Subject Securities Transfer") in exchange for an aggregate cash payment of $400,000,000 (the "Transfer Value"). The BN Parties are obligated to repurchase the Subject Securities that were transferred to the BNT Parties on September 26, 2025 and September 29, 2025 on June 22, 2026 and June 25, 2026, respectively or such earlier dates that these arrangements are terminated in accordance with their terms, at a price equal to the portion of the Transfer Value paid for the applicable Subject Securities plus a return calculated at a rate of SOFR+1.40% per annum. 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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 69,996,738 outstanding as of September 26, 2025, and includes (as applicable) Class A Shares beneficially owned by wholly-owned subsidiaries of BNT as described in Item 4 of Amendment No. 1 and subject to the voting arrangements described in Item 4 of Amendment No. 1. | |
| (c) | (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. | |
| 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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