SEC Form SC 13D filed by Brookfield Business Corporation

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Brookfield Business Corporation 

(Name of Issuer)

class A exchangeable subordinate voting shares, no par value 

(Title of Class of Securities)

11259V106 

(CUSIP Number)

Justin B. Beber 

Brookfield Asset Management Inc. 

Brookfield Place 

181 Bay Street, Suite 300 

Toronto, Ontario M5J 2T3 

(416) 363-9491 

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

March 15, 2022 

(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.

CUSIP No. 11259V106

*This amount includes class A exchangeable subordinate voting shares (the “Class A Shares”) of Brookfield Business Corporation (the “Issuer”) held as follows: 12,392,125 Class A Shares held by Brookfield Private Equity Direct Investments Holdings LP (“BPED”) and 34,852,752 Class A Shares held by Brookfield Private Equity Group Holdings LP (“BPEG”), each of which is a subsidiary of Brookfield Asset Management Inc.

**Percentage ownership is based on an aggregate number of outstanding Class A Shares of 73,008,085 as of March 15, 2022 (which excludes certain Class A Shares to be converted to class C non-voting shares of the Issuer). Brookfield Business Partners L.P. 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, Brookfield Asset Management Inc. and Brookfield Business Partners L.P. hold an approximate 91.2% voting interest in the Issuer.

CUSIP No. 11259V106

* Includes 47,244,877 Class A Shares beneficially owned by Brookfield Asset Management Inc.

** Percentage ownership is based on an aggregate number of outstanding Class A Shares of 73,008,085 as of March 15, 2022 (which excludes certain Class A Shares to be converted to class C non-voting shares of the Issuer).

CUSIP No. 11259V106

*Percentage ownership is based on an aggregate number of outstanding Class A Shares of 73,008,085 as of March 15, 2022 (which excludes certain Class A Shares to be converted to class C non-voting shares of the Issuer).

CUSIP No. 11259V106

*Percentage ownership is based on an aggregate number of outstanding Class A Shares of 73,008,085 as of March 15, 2022 (which excludes certain Class A Shares to be converted to class C non-voting shares of the Issuer).

CUSIP No. 11259V106

* Brookfield Business Partners L.P. 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, Brookfield Asset Management Inc. and Brookfield Business Partners L.P. hold an approximate 91.2% voting interest in the Issuer.

CUSIP No. 11259V106

* Brookfield Business Partners Limited is the general partner of Brookfield Business Partners L.P. Brookfield Business Partners L.P. 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, Brookfield Asset Management Inc. and Brookfield Business Partners L.P. hold an approximate 91.2% voting interest in the Issuer.

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the class A exchangeable subordinate voting shares, no par value (the “Class A Shares”), of Brookfield Business Corporation, a corporation organized under the laws of British Columbia, Canada (the “Issuer”), with principal executive offices at 250 Vesey Street, 15th Floor, New York, NY 10281.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by and on behalf of each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

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.

(b)-(c), (f) The principal business of Brookfield is alternative asset management. The principal business of the BAM Partnership is that of a holding company. The principal business of each of BPED and BPEG is to serve as a special purpose entity for the purpose of making investments, including in BBU. The principal business of BBU is to own and operate certain services and industrials operations. The principal business of BBPL is to act as general partner of BBU.

The principal business address of Brookfield, BPED and BPEG is Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3. The principal business address of BBU and BBPL is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda. The principal business address of BAM Partners and the BAM Partnership is Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada

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

(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 Items 5 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 3.

On or about March 15, 2022, the Reporting Persons received an aggregate of 47,244,877 Class A Shares in connection with the previously announced special distribution of Class A Shares of the Issuer to the unitholders of BBU and Brookfield Business L.P.

Item 4. Purpose of Transaction.

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

Brookfield from time to time purchases the publicly traded shares of its subsidiaries and affiliates when these are available on the market at an attractive price relative to their value. Brookfield may begin or cease buying securities at any time. Any additional purchases of securities may be in the open market or privately negotiated transactions or otherwise. Brookfield reserves the right to take actions to influence the management of the Issuer should it deem such actions appropriate. Brookfield and its subsidiaries will hold their respective investments in the Issuer on a continuing basis and such holdings may be increased or decreased in the future.

Other than as described below or contemplated above, none of the Reporting Persons and, to the Reporting Persons’ knowledge, the Scheduled Persons, has any current plans or proposals that relate to or would result in:

Item 5. Interest in Securities of the Issuer.

The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.

(a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 47,244,877 Class A Shares, constituting approximately 64.7% of the Issuer’s currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of 73,008,085 outstanding as of March 15, 2022 (which excludes certain Class A Shares to be converted to class C non-voting shares of the Issuer).

(i) Brookfield

* Includes 12,392,125 Class A Shares held by BPED and 34,852,752 Class A Shares held by BPEG. The general partner of BPED and BPEG is Brookfield Private Equity Inc. (“BPEI”). BPED, BPEG and BPEI are each a subsidiary of Brookfield.

(ii) The BAM Partnership

* This amount includes 47,244,877 Class A Shares beneficially owned by Brookfield.

(iii) BPED

(iv) BPEG

(v) BBU

(vi) BBPL

(c) Other than the transactions described in Item 3 herein, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

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

The information set forth in Items 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.

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, and all of the issued and outstanding class C non-voting shares of the Issuer, which entitle BBU to all of the residual value in the Issuer after payment in full of the amount due to holders of Class A Shares and class B shares of the Issuer and subject to the prior rights of holders of preferred shares of the Issuer. Together, Brookfield and BBU hold an approximate 91.2% voting interest in the Issuer.

Brookfield, the Issuer and BBU have entered into a registration rights agreement, dated as of March 15, 2022 (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Issuer has agreed that, upon the request of Brookfield, the Issuer will file one or more registration statements or prospectuses to register for sale and qualify for distribution under applicable securities laws any Class A Shares held by Brookfield. The Issuer has also agreed to pay expenses in connection with such registration and sales and will indemnify Brookfield for material misstatements or omissions in a registration statement.

The Issuer has also entered into an equity commitment agreement, dated as of March 15, 2022 (the “Equity Commitment Agreement”) with a subsidiary of BBU pursuant to which BBU or one of its affiliates will provide to the Issuer an equity commitment in the amount of $2 billion. The equity commitment may be called by the Issuer in exchange for the issuance of a number of class C shares or preferred shares (as defined below), as the case may be, to BBU, corresponding to the amount of the equity commitment called divided (i) in the case of a subscription for class C shares, by the volume-weighted average of the trading price for one Class A Share on the principal stock exchange on which our exchangeable shares are listed for the five (5) days immediately preceding the date of the call, and (ii) in the case of a subscription for preferred shares, $25.00. The equity commitment will be available in minimum amounts of $10 million and the amount available under the equity commitment will be reduced permanently by the amount so called. Before funds may be called on the equity commitment, a number of conditions precedent must be met, including that BBU continues to control the Issuer and has the ability to elect a majority of its board of directors.

Further, pursuant to the articles of the Issuer (the “Articles”), (a) holders of Class A Shares are entitled to exchange their Class A Shares for an equivalent number of limited partnership units of BBU (“BBU Units”) (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of the Issuer) at any time and (b) BBU may elect to satisfy the Issuer’s exchange obligation by acquiring such tendered Class A Shares for an equivalent number of BBU Units (subject to adjustment to reflect certain capital events) or its cash equivalent. Consequently, as of March 15, 2022, BBU may receive up to 73,008,085 Class A Shares in accordance with the terms of the Class A Shares. Wilmington Trust, National Association (the “Rights Agent”) and Brookfield have entered into the Rights Agreement (the “Rights Agreement”) pursuant to which Brookfield has agreed that it will, under certain circumstances, satisfy, or cause to be satisfied, the obligations pursuant to the Articles to exchange Class A Shares for BBU Units or its cash equivalent. Consequently, as of March 15, 2022, Brookfield may receive up to 73,008,085 Class A Shares in accordance with the terms of the Rights Agreement (or 25,763,208 if only Class A Shares not owned by Brookfield are exchanged for BBU Units). The term of the Rights Agreement is until March15, 2027 (and as will be automatically renewed for successive periods of two years thereafter, unless Brookfield provides the Rights Agent with written notice of termination in accordance with the terms of the Rights Agreement).

Additionally, the amended and restated master services agreement dated as of May 11, 2020 amongst Brookfield, BBU and Brookfield Business L.P., amongst others, was amended on March 15, 2022 to provide that, so long as Brookfield is a party to the Rights Agreement, Brookfield shall have a consent right prior to the issuance by the Issuer of any Class A Shares, subject to certain exceptions.

On February 4, 2022, Brookfield entered into a commitment agreement with BBU (the “Brookfield Commitment Agreement”) pursuant to which Brookfield agreed to subscribe for up to $1 billion of 6% perpetual preferred equity securities of BBU, the Issuer or their respective subsidiaries. Proceeds will be available to draw upon for future growth opportunities as they arise. Brookfield will have the right to cause BBU or the Issuer to redeem certain preferred securities at par to the extent that BBU or the Issuer have available cash, including any net proceeds received by BBU or the Issuer from any issuance of equity, incurrence of indebtedness or sale of assets. Brookfield has the right to waive its redemption option.

The foregoing summaries of the Registration Rights Agreement, Equity Commitment Agreement, Rights Agreement, Brookfield Commitment Agreement, and the Articles described in this Item 6 do not purport to be complete and, as such, are qualified in their entirety by the Registration Rights Agreement, the Equity Commitment Agreement, the Rights Agreement, and the Articles set forth in Exhibits 99.2, 99.3, 99.4, and 99.5, respectfully hereto and incorporated in this Item 6 by reference.

Item 7. Materials to Be Filed as Exhibits.

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.

SCHEDULE I

BROOKFIELD ASSET MANAGEMENT INC.

SCHEDULE II

BAM CLASS B PARTNERS INC.

SCHEDULE III

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

SCHEDULE IV

BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP, by its general partner,
BROOKFIELD PRIVATE EQUITY INC.

SCHEDULE VI

BROOKFIELD BUSINESS PARTNERS LIMITED