SCHEDULE: Brookfield Business Partners to Simplify Structure

Brookfield Business Partners L.P. and Brookfield Business Corporation announce a corporate arrangement to merge into a single publicly traded entity.

Summary

• Brookfield Business Partners L.P. (BBU), Brookfield Business Corporation (BBUC), and 1559985 B.C. Ltd. entered into an arrangement agreement on November 6, 2025.
• The Arrangement aims to simplify BBU's and BBUC's corporate structure by converting them into a single publicly traded corporate entity, referred to as 'the Corporation'.
• All 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 of Brookfield Business L.P. will be exchanged for special non-voting incentive shares of the Corporation ('Corporation Special Shares') on a one-for-one basis.
• Brookfield Corporation (BN) will exchange its share of Brookfield Business Partners Limited, the general partner of BBU, for class B multiple voting shares of the Corporation ('Corporation Class B Shares').
• Following completion of the Arrangement, BN, Brookfield Wealth Solutions Ltd. (BNT), and their respective subsidiaries and related parties are expected to own 142,552,877 Corporation Class A Shares, representing 67.8% of the issued and outstanding Corporation Class A Shares.
• BN, BNT, and their subsidiaries are also expected to own 4 Corporation Class B Shares, representing 100% of all issued and outstanding Corporation Class B Shares, and 4 Corporation Special Shares, representing 100% of all issued and outstanding Corporation Special Shares.
• The Arrangement is subject to BBU and BBUC security holder approvals and approval by the British Columbia Supreme Court.
• Special meetings of BBU unitholders and BBUC shareholders have been called for January 13, 2026, with security holders of record as of the close of business on November 25, 2025, entitled to vote.
• Completion of the Arrangement is anticipated in the first quarter of 2026, subject to receipt of all required approvals.

Sentiment

Score: 7

Explanation: The filing describes a planned corporate simplification, which is generally viewed positively for governance and transparency, though it's a structural change rather than a performance update.

Positives

• Simplification of corporate structure into a single publicly traded entity, which can enhance transparency and operational efficiency.
• The newly issued Corporation Class A Shares are expected to be listed on both the Toronto Stock Exchange and New York Stock Exchange, maintaining broad market access for investors.

Risks

• Completion of the Arrangement is contingent upon obtaining BBU and BBUC security holder approvals.
• The Arrangement requires approval by the British Columbia Supreme Court.
• Completion is subject to a number of other unspecified conditions.

Future Outlook

The Arrangement is anticipated to be completed in the first quarter of 2026, subject to all required approvals. The newly issued Corporation Class A Shares are expected to be listed on the Toronto Stock Exchange and New York Stock Exchange.

Industry Context

This filing details a corporate simplification within the Brookfield ecosystem, a common strategy for large, complex organizations to streamline operations, improve governance, and potentially enhance investor appeal by creating a more straightforward investment vehicle. Such reorganizations often aim to unlock value by reducing structural complexities and improving capital allocation efficiency.

Corporate Governance

Legal Proceedings

• The Arrangement requires approval by the British Columbia Supreme Court.

Related Party Transactions

• The Arrangement involves Brookfield Business Partners L.P., Brookfield Business Corporation, Brookfield Corporation, and Brookfield Wealth Solutions Ltd., which are all related entities within the broader Brookfield group, indicating a related-party transaction for corporate restructuring.

Stakeholder Impact

• **Shareholders/Unitholders:** Existing BBU unitholders, BBUC shareholders, and holders of REUs will exchange their securities for newly issued Corporation Class A Shares on a one-for-one basis, consolidating their investment into a single corporate entity.
• **Brookfield Corporation (BN) and Brookfield Wealth Solutions Ltd. (BNT):** Will hold a significant majority (67.8%) of the new Corporation Class A Shares, 100% of Class B Shares, and 100% of Special Shares, maintaining substantial control over the newly formed Corporation.

Next Steps

• BBU and BBUC security holder approvals are required.
• Approval by the British Columbia Supreme Court is required.
• Completion of the Arrangement is anticipated in the first quarter of 2026.
• Listing of new Corporation Class A Shares on the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE).
• The voting agreement dated September 26, 2024, between BN and BNT is expected to be amended.

Key Dates

Recommendation

This filing details a planned corporate restructuring aimed at simplification, which is a structural event rather than a reflection of operational performance. While simplification can be positive for long-term governance and investor clarity, it does not inherently change the underlying business fundamentals or provide new financial performance data to warrant a 'buy' or 'sell' recommendation based solely on this announcement. The 'hold' recommendation reflects the expectation that the market has likely already priced in this anticipated corporate action, and investors should await further operational or financial updates for a revised assessment.

Keywords

Brookfield Business Partners, BBU, BBUC, Corporate Restructuring, Merger, Limited Partnership Units, Exchangeable Shares, SEC Filing, Schedule 13D, Corporate Governance