SCHEDULE: Brookfield Business Partners to Simplify Structure

Brookfield Business Partners L.P. and Brookfield Business Corporation plan to merge into a single publicly traded entity, simplifying their corporate structure.

Summary

• Brookfield Business Partners L.P. (BBU) and Brookfield Business Corporation (BBUC) entered into an arrangement agreement on November 6, 2025, with 1559985 B.C. Ltd. to implement a corporate simplification.
• The Arrangement aims to convert BBU and BBUC into a single publicly traded corporate entity, referred to as 'the Corporation'.
• All existing Limited Partnership Units (Units), BBUC exchangeable shares, and redemption-exchange units (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.
• Special limited partnership units will convert to Corporation Special Shares, and Brookfield Corporation (BN) will exchange its general partner interest for Corporation Class B multiple voting shares.
• The new Corporation Class A Shares are expected to be listed on both the Toronto Stock Exchange and the New York Stock Exchange.
• Following the Arrangement, BN, Brookfield Wealth Solutions Ltd. (BNT), and their subsidiaries are expected to collectively own 142,552,877 Corporation Class A Shares, representing 67.8% of the issued and outstanding Class A Shares, along with 100% of the Corporation Class B and Special Shares.
• The Arrangement is contingent upon approvals from BBU and BBUC security holders, as well as the British Columbia Supreme Court.
• Special meetings for BBU unitholders and BBUC shareholders are scheduled for January 13, 2026, with a record date of November 25, 2025.
• Completion of the Arrangement is anticipated in the first quarter of 2026.

Sentiment

Score: 7

Explanation: The filing outlines a clear, strategic corporate simplification plan, which is generally viewed positively for transparency and efficiency. While subject to approvals, it represents a proactive step by management. No negative financial or operational news is present.

Positives

• Simplification of the corporate structure for Brookfield Business Partners L.P. and Brookfield Business Corporation into a single publicly traded entity, potentially enhancing operational efficiency and transparency.
• Expected listing of the new Corporation Class A Shares on both the Toronto Stock Exchange and New York Stock Exchange, which could improve liquidity and investor access.
• Brookfield Corporation and its affiliates will maintain a significant controlling interest (67.8% of Class A Shares, 100% of Class B and Special Shares) in the new simplified entity.

Risks

• Completion of the Arrangement is subject to obtaining necessary approvals from BBU and BBUC security holders.
• The Arrangement requires approval by the British Columbia Supreme Court.
• There is a risk that the Arrangement may not be completed as anticipated or within the projected timeline (first quarter of 2026) if all conditions are not met.

Future Outlook

The Arrangement is anticipated to be completed in the first quarter of 2026, contingent on security holder and court approvals. Following completion, the newly formed Corporation Class A Shares are expected to be listed on both the Toronto Stock Exchange and New York Stock Exchange.

Management Comments

• Management has entered into an arrangement agreement to simplify the corporate structure of Brookfield Business Partners L.P. and Brookfield Business Corporation.
• The objective is to convert the entities into a single publicly traded corporate entity.

Industry Context

This corporate simplification aligns with a broader trend among complex corporate structures, particularly those involving partnerships and corporations, to streamline operations, improve transparency, and potentially enhance investor appeal by creating a more straightforward investment vehicle. Such moves often aim to reduce administrative burden and clarify governance.

Corporate Governance

Legal Proceedings

• The Arrangement requires approval by the British Columbia Supreme Court, which is a standard procedural step for such corporate actions, not a contentious legal proceeding.

Related Party Transactions

• The Arrangement involves Brookfield Business Partners L.P. (BBU), Brookfield Business Corporation (BBUC), Brookfield Corporation (BN), Brookfield Wealth Solutions Ltd. (BNT), and their respective subsidiaries and related parties.
• BN, BNT, and their subsidiaries are expected to hold a controlling interest in the new Corporation, indicating a significant related-party ownership structure post-Arrangement.

Stakeholder Impact

• Shareholders/Unitholders: Existing holders of Limited Partnership Units, BBUC exchangeable shares, and redemption-exchange units will exchange their holdings for newly issued Corporation Class A Shares on a one-for-one basis, simplifying their investment structure.
• Brookfield Corporation (BN) and Brookfield Wealth Solutions Ltd. (BNT): Will maintain a significant controlling interest in the new Corporation, holding 67.8% of Class A Shares and 100% of Class B and Special Shares, solidifying their influence and control over the combined entity.

Next Steps

• Hold special meetings for BBU unitholders and BBUC shareholders on January 13, 2026, to vote on the Arrangement.
• Obtain approval from the British Columbia Supreme Court for the Arrangement.
• Complete the Arrangement, anticipated in the first quarter of 2026.
• List the new Corporation Class A Shares on the Toronto Stock Exchange and New York Stock Exchange.

Key Dates

Keywords

corporate restructuring, merger, exchange, corporate simplification, Brookfield Business Partners, SEC filing, Schedule 13D, ownership structure, publicly traded entity, Class A Shares, TSX, NYSE