Brookfield Corp. Amends 13D Filing for Brookfield Business Corp.

TL;DR

Brookfield Corp. just updated its stake in Brookfield Business Corp. - watch this space.

AI Summary

Brookfield Corp. filed an amendment to its SC 13D on September 27, 2024, related to its holdings in Brookfield Business Corp. The filing indicates a change in beneficial ownership, with Brookfield Corp. now holding a significant stake in Brookfield Business Corp. The specific percentage and number of shares are detailed within the filing.

Why It Matters

This filing signals a potential shift in control or influence over Brookfield Business Corp., which could impact its strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate strategic shifts or potential takeovers, introducing uncertainty.

Key Players & Entities

• Brookfield Corp. (company) — Filing entity
• Brookfield Business Corp. (company) — Subject company
• 20240927 (date) — Filing date

FAQ

Key Financial Figures

• $250,000,000 — hares in exchange for a cash payment of $250,000,000 (the Class A Share Transfer ) and enter
• $400,000,000 — fer ) in exchange for a cash payment of $400,000,000 (the Transfer Value ). Pursuant to thes

Filing Documents

• d885737dsc13da.htm (SC 13D/A) — 137KB
• d885737dex991.htm (EX-99.1) — 9KB
• d885737dex992.htm (EX-99.2) — 7KB
• 0001193125-24-228125.txt ( ) — 155KB

Identity and Background

Item 2. Identity and Background .

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) 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.

Source and Amount of Funds or Other Consideration

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.

Purpose of Transaction

Item 4. Purpose of Transaction .

of

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 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.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer .

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

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.

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

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

of the original Schedule 13D is hereby supplemented as follows

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.

Materials to Be Filed as

Item 7. Materials to Be Filed as Exhibits . Exhibit 99.1 Joint Filing Agreement Exhibit 99.2 Voting Agreement dated September 26, 2024.

SIGNATURES

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

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View this SC 13D/A filing on SEC EDGAR