SCHEDULE 13D/A: Brookfield Entities Increase Stake in Brookfield Business Partners L.P. Through Unit Exchange

Brookfield Corporation and its affiliates have increased their beneficial ownership in Brookfield Business Partners L.P. to 66.3% following the exchange of 18.1 million redemption-exchange units for limited partnership units.

Summary

• This Amendment No. 7 to Schedule 13D updates the beneficial ownership of Brookfield Corporation (BN) and its affiliates in Brookfield Business Partners L.P. (the 'Issuer').
• On February 25, 2025, the Issuer issued 18,105,781 Limited Partnership Units ('Units') to wholly-owned subsidiaries of BNT, a paired entity to BN.
• This issuance was in exchange for 18,105,781 redemption-exchange units ('REUs') held by these BNT subsidiaries, pursuant to the terms of the REU redemption-exchange mechanism.
• The newly issued Units are subject to a pre-existing voting agreement between BN and BNT, stipulating joint decision-making for voting these Units.
• As of February 25, 2025, there were approximately 90,855,473 Units outstanding.
• Brookfield Corporation and BAM Partners Trust collectively beneficially own 142,552,877 Units, representing 66.3% of the class, assuming all outstanding REUs and BBUC exchangeable shares are exchanged for Units on a one-for-one basis.
• If only the REUs and BBUC exchangeable shares beneficially owned by BN are exchanged, their percentage would be 75.1%.
• BNT BBU Holding LP beneficially owns 51,599,716 REUs, representing 24.0% of the class under the full exchange assumption, or 36.2% if only its REUs are exchanged.
• BPEG BN Holdings LP beneficially owns 23,535,005 BBUC exchangeable shares, representing 10.9% of the class under the full exchange assumption, or 20.6% if only its BBUC exchangeable shares are exchanged.
• Brookfield Titan Holdings LP beneficially owns 374,533 Units, representing 0.2% of the class under the full exchange assumption, or 0.4% if no REUs or BBUC exchangeable shares are exchanged.

Sentiment

Score: 6

Explanation: The document is neutral to slightly positive as it indicates a planned conversion of units, which is a routine capital structure adjustment. It does not contain negative news or significant positive operational developments, but rather a procedural ownership update.

Future Outlook

The document primarily details a past transaction related to ownership structure and does not provide explicit forward-looking statements or guidance regarding future operations or financial performance.

Industry Context

This filing reflects an internal restructuring or conversion within the Brookfield family of entities, specifically increasing direct ownership in Brookfield Business Partners L.P. by Brookfield Corporation's affiliates. This is consistent with Brookfield's strategy of managing its various listed partnerships and maintaining significant control.

Corporate Governance

Related Party Transactions

• The transaction involves the issuance of Units by Brookfield Business Partners L.P. to wholly-owned subsidiaries of BNT, a paired entity to Brookfield Corporation (BN). This is an internal transaction between related Brookfield entities.

Stakeholder Impact

• Shareholders: The exchange of REUs for Units results in an increase in the number of outstanding Units, potentially impacting per-unit metrics, though the overall beneficial ownership by the Brookfield group remains substantial and largely unchanged in terms of control.
• Investors: Provides updated transparency on the ownership structure and the ongoing conversion mechanisms within the Brookfield ecosystem.

Key Dates

Recommendation

Keywords

Brookfield Business Partners L.P., Limited Partnership Units, REUs, Redemption-Exchange Units, Beneficial Ownership, SEC Filing, Schedule 13D, Brookfield Corporation, Corporate Governance, Voting Agreement