Amendment: SEC Form SCHEDULE 13D/A filed by Brookfield Business Partners L.P. Limited Partnership Units
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)
|
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) |
11/06/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
|
| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BROOKFIELD CORPORATION | ||||||||
| 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
142,552,877.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
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
142,552,877.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
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)
24.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
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
23,180,542.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
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 |
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. 10 (this "Amendment No. 10") to Schedule 13D amends and supplements the Schedule 13D originally filed on June 30, 2016 (and as amended through Amendment No. 9 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 10.
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. 10. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the original Schedule 13D is hereby supplemented as follows:
On November 6, 2025, BBU, BBUC and 1559985 B.C. Ltd. entered into an arrangement agreement pursuant to which, among other things, the parties agreed to implement an arrangement (the "Arrangement") to simplify BBU's and BBUC's corporate structure by converting BBU and BBUC into a single publicly traded corporate entity (the "Corporation").
The Arrangement will be implemented pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia), and completion of the Arrangement is subject to a number of conditions, including BBU and BBUC security holder approvals and approval by the British Columbia Supreme Court. A special meeting of BBU unitholders and a special meeting of BBUC shareholders have been called for January 13, 2026, and security holders of record as of close of business on November 25, 2025 will be entitled to vote at the meetings.
Pursuant to the Arrangement, all Units, BBUC exchangeable shares and REUs of Brookfield Business L.P. will be exchanged for newly issued class A shares of the Corporation ("Corporation Class A Shares") on a one-for-one basis. In addition, the special limited partnership units of Brookfield Business L.P., which are held by a subsidiary of Brookfield Asset Management Ltd., will be exchanged for special non-voting incentive shares of the Corporation ("Corporation Special Shares") on a one-for-one basis. BN will also exchange its share of Brookfield Business Partners Limited, the general partner of BBU, for class B multiple voting shares of the Corporation ("Corporation Class B Shares"). The newly issued Corporation Class A Shares are expected to be listed on the Toronto Stock Exchange and New York Stock Exchange.
Following completion of the Arrangement, BN, BNT and their respective subsidiaries and related parties are expected to own 142,552,877 Corporation Class A Shares, representing 67.8% of the issued and outstanding Corporation Class A Shares, 4 Corporation Class B Shares, representing 100% of all issued and outstanding Corporation Class B Shares, and 4 Corporation Special Shares, representing 100% of all issued and outstanding Corporation Special Shares.
Further information regarding the Arrangement will be contained in a joint management information circular of BBU and BBUC. Subject to the receipt of all required approvals, it is anticipated that the Arrangement will be completed in the first quarter of 2026.
The foregoing description of the Arrangement does not purport to be complete and is qualified in its entirety by reference to the full text of the arrangement agreement, dated November 6, 2025, a copy of which was filed as Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on November 6, 2025 and incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) of Schedule 13D are hereby amended and restated as follows:
(a)-(b) 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 88,675,926 outstanding as of November 6, 2025, 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 shares beneficially owned by subsidiaries of BNT as described in Item 4 of Amendment No. 7 and Item 4 of Amendment No. 5 and subject to the voting arrangements described in Item 4 of Amendment No. 7. | |
| (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. 10, there have been no transactions by the Reporting Persons in the Units since Amendment No. 9 to the Schedule 13D was filed on September 29, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 10 is hereby incorporated by reference.
Upon completion of the Arrangement, the registration rights agreement dated June 1, 2016 between BBU and BN and the amended and restated rights agreement dated December 23, 2024 between BN and Wilmington Trust, National Association will automatically terminate.
Upon completion of the Arrangement, the voting agreement dated September 26, 2024 between BN and BNT is expected be amended to provide that all decisions to be made with respect to the voting of the Corporation Class A Shares held by subsidiaries of BNT will be made jointly by mutual agreement of the applicable BNT subsidiary and BN, other than with respect to any Corporation Class A Shares subject to financing arrangements between the applicable BNT subsidiary and wholly-owned subsidiaries of BN. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the original Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.1 Arrangement Agreement, dated November 6, 2025 (filed as Exhibit 99.1 to the Issuer's Form 6-K on November 6, 2025, and incorporated herein by reference). | ||
| 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.
|
|
|
|
|
|
|
|
|
|
|
(b)