Brookfield Corp. Files SC 13D/A Amendment

TL;DR

Brookfield Corp. updated its ownership filing for Brookfield Business Partners L.P. on 9/27/24.

AI Summary

On September 27, 2024, Brookfield Corp. filed an SC 13D/A amendment, indicating a change in its beneficial ownership of Brookfield Business Partners L.P. The filing details the group members involved in this ownership structure, including BAM PARTNERS TRUST and BPEG BN HOLDINGS LP. This amendment updates the information regarding Brookfield Corp.'s stake in the subject company.

Why It Matters

This filing signals a potential shift or update in the control and ownership structure of Brookfield Business Partners L.P., which could impact its strategic direction and market valuation.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic shifts or potential takeovers, requiring close monitoring by investors.

Key Players & Entities

• Brookfield Corp. (company) — Filing entity and beneficial owner
• Brookfield Business Partners L.P. (company) — Subject company
• BAM PARTNERS TRUST (company) — Group member of filing entity
• BPEG BN HOLDINGS LP (company) — Group member of filing entity
• BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP (company) — Group member of filing entity
• BROOKFIELD TITAN HOLDINGS LP (company) — Group member of filing entity

FAQ

Key Financial Figures

• $250,000,000 — hares in exchange for a cash payment of $250,000,000 and entered into financing arrangements
• $400,000,000 — fer ) in exchange for a cash payment of $400,000,000 (the Transfer Value ). Pursuant to thes

Filing Documents

• d859354dsc13da.htm (SC 13D/A) — 132KB
• d859354dex991.htm (EX-99.1) — 7KB
• d859354dex992.htm (EX-99.2) — 7KB
• 0001193125-24-228126.txt ( ) — 148KB

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

Item 2 of the original Schedule 13D is amended and supplemented as follows: (a) Each of Brookfield Private Equity Direct Investments Holdings LP ( BPED ) and Brookfield Titan Holdings LP ( BTH ) shall be deemed a Reporting Person for purposes of this Schedule 13D, as amended hereby. The 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. BPEG is a limited partnership formed under the laws of Province of Ontario. The principal business address of BPEG is Brookfield Place, 181 Bay Street, Suite 100, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada. The principal business of BTH is to serve as a special purpose entity for the purposes of making investments, including in the Issuer. BTH is a limited partnership formed under the laws of State of Delaware. The principal business address of BTH is Brookfield Place, 181 Bay Street, Suite 100, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada. Schedule I-V to this Amendment No. 5 sets forth a list of updated names of directors and executive officers of BN, the BAM Partnership, BPED, BPEG and BTH (to be included as Scheduled Persons for purposes of this Schedule 13D), 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. (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 ju

of the original Schedule 13D is hereby supplemented as follows

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 BBUC exchangeable shares in exchange for a cash payment of $250,000,000 and entered into financing arrangements with the BNT Parties pursuant to which the BN Parties transferred an aggregate of 32,271,082 BBUC exchangeable 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 that all decisions to be made with respect to the voting of the Units and BBUC exchangeable 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 with respect to the Units 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. 5 and incorporated by reference herein. Item5. Interest in Securities of the Issuer Items 5(a)-(c) of Schedule 13D are hereby amended and restated as follows: (a)-(b) The information relating to the beneficial ownership of th

of Schedule 13D is hereby supplemented as follows

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 the BBUC) at any time. The Issuer may elect to satisfy BBUCs 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 and BN entered into the Rights Agreement (the 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 BBUCs articles of incorporation to exchange BBUC exchangeable shares for Units or its cash equivalent. Item7. Material to be Filed as Exhibits. Exhibit 99.1 Joint Filing Agreement. Exhibit 99.2 Voting Agreement dated September 26, 2024. CUSIP No. G16234109 SCHEDULE 13D

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of the undersigned certifies as to itself 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 PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC. By: /s/ A.J. Silber Name: A.J. Silber Title: Director BROOKFIELD TITAN HOLDINGS LP , by its general partner, TITAN CO-INVESTMENT GP, LLC By: /s/ Ron Bloom Name: Ron Bloom Title: Managing Partner & Vice Chairman SCHEDULE I BROOKFIELD CORPORATION Name and Position of Officer or Director Principal

Business

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 ODonnell, 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 Bl

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View this SC 13D/A filing on SEC EDGAR