Brookfield Business Partners L.P. 6-K Filing

From the Filing

0001104659-25-107847.txt : 20251106 0001104659-25-107847.hdr.sgml : 20251106 20251106170726 ACCESSION NUMBER: 0001104659-25-107847 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20251106 FILED AS OF DATE: 20251106 DATE AS OF CHANGE: 20251106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Business Partners L.P. CENTRAL INDEX KEY: 0001654795 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37775 FILM NUMBER: 251459472 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: 73 FRONT STREET, 5TH FLOOR CITY: HAMILTON PROVINCE COUNTRY: D0 BUSINESS PHONE: (441) 294-3309 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: 73 FRONT STREET, 5TH FLOOR CITY: HAMILTON PROVINCE COUNTRY: D0 6-K 1 tm2530361d2_6k.htm FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2025 Commission File Number: 001-37775 BROOKFIELD BUSINESS PARTNERS L.P. (Translation of registrant's name into English) 73 Front Street, 5th Floor Hamilton, HM 12 Bermuda (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨ EXHIBIT LIST Exhibit Title 99.1 Arrangement Agreement dated November 6, 2025 99.2 Notice of Special Meeting and Record Date SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BROOKFIELD BUSINESS PARTNERS L.P. by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED Date: November 6, 2025 By: /s/ Jane Sheere Name: Jane Sheere Title: Corporate Secretary EX-99.1 2 tm2530358d2_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EXECUTION VERSION ARRANGEMENT AGREEMENT AMONG 1559985 B.C. LTD. and BROOKFIELD BUSINESS PARTNERS L.P. and BROOKFIELD BUSINESS CORPORATION November 6, 2025 Table of Contents Page Article 1 Interpretation 2 1.1 Definitions 2 1.2 Construction 6 1.3 Schedules 6 Article 2 The Arrangement 7 2.1 Arrangement 7 2.2 Effective Date and Effective Time 7 2.3 Interim Order 7 2.4 Meeting and Meeting Materials 8 2.5 Effecting the Arrangement and Ancillary Filings 9 2.6 U.S. Securities Law Matters 9 Article 3 Representations and Warranties 10 3.1 Mutual Representations and Warranties 10 3.2 Representations and Warranties of the Corporation 11 3.3 Survival 12 Article 4 Covenants 12 4.1 General Covenants 12 Article 5 Conditions 13 5.1 Mutual Conditions Precedent 13 5.2 Conditions Precedent to Obligations of Each Party 14 5.3 Merger of Conditions 14 Article 6 Amendment and Termination 14 6.1 Amendment 14 6.2 Term 14 6.3 Termination 15 6.4 Effect of Termination 15 6.5 Limitations of Covenants 15 Article 7 General 15 7.1 Expenses 15 7.2 Notices 15 7.3 Time of the Essence 16 7.4 Assignment 16 7.5 Binding Effect 16 7.6 Waiver 16 7.7 Entire Agreement 16 7.8 Governing Law; Attornment 17 7.9 Limitation on Liability 17 7.10 Severability 17 7.11 Counterparts; Facsimiles 17 - i - Table of Contents (continued) Page Schedule A Plan of Arrangement 1 Schedule B BBU RESOLUTIONS 2 Schedule C BBUC RESOLUTION 7 - ii - ARRANGEMENT AGREEMENT This Arrangement Agreement made as of the 6th day of November, 2025, A M O N G : 1559985 B.C. LTD. , a corporation existing under the laws of British Columbia, (hereinafter referred to as the “ Corporation ”) - and - BROOKFIELD BUSINESS PARTNERS L.P. , an exempted limited partnership existing under the laws of Bermuda, (hereinafter referred to as “ BBU ”) - and - BROOKFIELD BUSINESS CORPORATION , a corporation