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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on December 11, 2020

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Brookfield Business Partners L.P.
(Exact name of registrant as specified in its charter)

Bermuda
(State or Other Jurisdiction of Incorporation or Organization)

  Not applicable
(I.R.S. Employer Identification Number)

73 Front Street, 5th Floor
Hamilton HM 12, Bermuda
+1 (441) 295-1443
(Address and Telephone Number of Registrant's
Principal Executive Offices)

 

Brookfield BBP US Holdings LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281-1023
(212) 417-7000
(Name, Address and Telephone Number of Agent For Service)

Copies to:
Mile T. Kurta, Esq.
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, New York 10036
(212) 880-6000

Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C., filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

†  The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.


CALCULATION OF REGISTRATION FEE

Title of each Class of Securities
to be Registered 		  Amount to be
Registered 		  Proposed
Maximum
Offering Price
Per Unit 		  Proposed
Maximum
Aggregate
Offering Price 		  Amount of
Registration
Fee

Limited Partnership Units

  (1)   (1)   (1)   (2)
(1)
Omitted pursuant to General Instruction II.F. of Form F-3. An indeterminate aggregate initial offering price or number of limited partnership units is being registered as may from time to time be offered at indeterminate prices.

(2)
In accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended, the Registrant is deferring payment of all of the registration fee.

   

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LOGO

Brookfield Business Partners L.P.

Limited Partnership Units


        Brookfield Business Partners L.P. (the "partnership") may, from time to time, issue and sell limited partnership units (the "Units"), and certain selling unitholders may sell Units, in one or more offerings pursuant to this prospectus.

        Each time Units are offered, the partnership will provide a prospectus supplement containing more specific information about the particular offering and attach it to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus.

        You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents incorporated by reference, before you invest in the Units.

        The Units are traded on the New York Stock Exchange (the "NYSE") under the symbol "BBU" and the Toronto Stock Exchange (the "TSX") under the symbol "BBU. UN". The last reported sale price of the Units on December 10, 2020 was $38.08 per Unit on the NYSE and C$48.65 per Unit on the TSX.


        An investment in the Units involves a high degree of risk. See "Risk Factors" beginning on page 2.

        Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


        This prospectus may not be used to consummate sales of securities unless it is accompanied by a prospectus supplement.

   

The date of this prospectus is December 11, 2020.

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ABOUT THIS PROSPECTUS

    i  

WHERE YOU CAN FIND MORE INFORMATION

   
i 		 

DOCUMENTS INCORPORATED BY REFERENCE

   
ii 		 

CAUTION REGARDING FORWARD-LOOKING INFORMATION

   
iii 		 

SUMMARY

   
1 		 

The Offer and Expected Timetable

   
1 		 

The Partnership

   
1 		 

RISK FACTORS

   
2 		 

REASON FOR THE OFFER AND USE OF PROCEEDS

   
2 		 

DESCRIPTION OF THE UNITS

   
2 		 

PLAN OF DISTRIBUTION

   
3 		 

SELLING UNITHOLDERS

   
4 		 

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

   
4 		 

LEGAL MATTERS

   
5 		 

EXPERTS

   
5 		 

EXPENSES

   
6 		 

        You should rely only on the information contained, or incorporated by reference in this prospectus, any prospectus supplement or any free writing prospectus prepared by the partnership or on the partnership's behalf. The partnership has not authorized anyone to provide you with different or additional information. If anyone provides you with different or additional information, you should not rely on it. References to this "prospectus" include documents incorporated by reference herein. See "Documents Incorporated by Reference." The partnership is not making an offer of these securities in any jurisdiction where an offer is not permitted and, therefore, this document may only be used where it is legal to offer these securities. The information in this prospectus or the documents incorporated by reference is accurate only as of the date on the front of such documents. Our business, financial condition, results of operations and prospects may have changed since then.

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ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement that the partnership filed with the U.S. Securities and Exchange Commission (the "SEC") using a shelf registration process. Under this shelf registration process, the partnership may sell Units in one or more offerings. This prospectus provides you with a general description of the Units. Each time the partnership sells Units, the partnership will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus.

        Before you invest, you should read both this prospectus and any applicable prospectus supplement, together with additional information incorporated by reference and described under the heading "Documents Incorporated by Reference." This prospectus does not contain all of the information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. You should refer to the registration statement and the exhibits to the registration statement for further information with respect to us and the securities that may be offered hereunder.

        Unless the context requires otherwise, when used in this prospectus, the terms "we," "us" and "our" refer to the partnership collectively with its subsidiary entities and operating entities.

        In this prospectus and any prospectus supplement, unless otherwise indicated, all dollar amounts and references to "$" or "US$" are to U.S. dollars, and all references to "C$" are to Canadian dollars.


WHERE YOU CAN FIND MORE INFORMATION

        The partnership is subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), applicable to "foreign private issuers" (as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act")) and the partnership will fulfill its obligations with respect to these requirements by filing or furnishing reports with the SEC. In addition, the partnership is required to file documents filed with the SEC with the securities regulatory authority in each of the provinces and territories of Canada. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding the partnership and other issuers that file electronically with the SEC. The address of the SEC internet site is www.sec.gov. You are also invited to read any reports, statements or other information, other than confidential filings, that the partnership files with the Canadian securities regulatory authorities. These filings are electronically available from the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com, the Canadian equivalent of the SEC's electronic document gathering and retrieval system. This information is also available on the partnership's website at https://bbu.brookfield.com. The information on our website is not incorporated by reference in this registration statement and should not be considered as part of this registration statement or the prospectus of which it forms a part, and the reference to our website in this registration statement and the related prospectus is an inactive textual reference only. Throughout the period of distribution, copies of these materials will also be available for inspection during normal business hours at the offices of the partnership's service provider at Brookfield Place, 250 Vesey Street, 15th Floor, New York, New York, United States 10281-1023.

        As a foreign private issuer, the partnership is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and its officers, directors and principal unitholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act relating to their purchases and sales of Units. In addition, the partnership is not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, the partnership intends to file with the SEC, as soon as practicable, and in any event within four months after the end of each fiscal year, an annual report on

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Form 20-F containing financial statements audited by an independent public accounting firm. The partnership also intends to furnish quarterly reports on Form 6-K containing unaudited interim financial information for each of the first three quarters of each fiscal year.


DOCUMENTS INCORPORATED BY REFERENCE

        The SEC allows the partnership to "incorporate by reference" into this prospectus certain documents that the partnership files with or furnishes to the SEC. This means that the partnership can disclose important information to you by referring to those documents. Any reports filed by the partnership with the SEC after the date of this prospectus and before the date that the offering of the Units by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

        The following documents, which have been filed with the securities regulatory authorities in Canada and filed with, or furnished to, the SEC, are specifically incorporated by reference in this prospectus:

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        All annual reports filed by the partnership with the SEC on Form 20-F and any Form 6-K filed or furnished by the partnership that is identified in such form as being incorporated by reference into the registration statement of which this prospectus forms a part, in each case, subsequent to the date of this prospectus and prior to the termination of this offering, are incorporated by reference into this prospectus as of the date of the filing of such documents. The partnership shall undertake to provide without charge to each person to whom a copy of this prospectus has been delivered, upon the written or oral request of any such person to the partnership, a copy of any or all of the documents referred to above that have been or may be incorporated into this prospectus by reference, including exhibits to such documents, unless such exhibits are specifically incorporated by reference to such documents. Requests for such copies should be directed to:

      Brookfield Business Partners L.P.
      Corporate Secretary
      73 Front Street, 5th Floor
      Hamilton HM 12 Bermuda

        Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded, for the purposes of this prospectus, to the extent that a statement contained in this prospectus, or in any other subsequently filed or furnished document which also is or is deemed to be incorporated by reference in this prospectus, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.


CAUTION REGARDING FORWARD-LOOKING INFORMATION

        This prospectus and the documents incorporated by reference in this prospectus contain certain "forward-looking statements" and "forward-looking information" within the meaning of applicable U.S. and Canadian securities laws. Forward-looking statements and information include statements and information that are predictive in nature, depend upon or refer to future events or conditions, include statements regarding our operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods, and include words such as "expects", "anticipates", "plans", "believes", "estimates", "seeks", "intends", "targets", "projects", "forecasts" or negative versions thereof and other similar expressions, or future or conditional verbs such as "may", "will", "should", "would" and "could".

        Although these forward-looking statements and information are based upon our beliefs, assumptions and expectations that we believe are reasonable, you should not place undue reliance on such forward-looking statements and information because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance

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or achievement expressed or implied by such forward-looking statements and information. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements.

        Factors and risks that could cause actual results to differ materially from those contemplated or implied by forward-looking statements include, but are not limited to: (i) our financial condition and liquidity; (ii) market volatility and the market price of our LP Units; (iii) the impact or unanticipated impact of general economic, political and market factors in the countries in which we do business including as a result of the recent novel coronavirus, COVID-19 outbreak ("COVID-19"); (iv) the behavior of financial markets, including fluctuations in interest and foreign exchange rates; (v) global equity, capital and credit markets and the availability of equity and debt financing and refinancing within equity, capital and credit markets, and our ability to access these markets; (vi) strategic actions, including dispositions; (vii) the ability to complete and effectively integrate acquisitions into existing operations and the ability to attain expected benefits; (viii) changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); (ix) the ability to appropriately manage human capital; (x) the effect of applying future accounting changes; (xi) business competition; (xii) operational and reputational risk; (xiii) technological change; (xiv) changes in government regulation and legislation within the countries in which we operate; (xv) governmental investigations; (xvi) litigation; (xvii) changes in tax laws; (xviii) ability to collect amount owed; (xix) catastrophic events, such as earthquakes, hurricanes, epidemics/pandemics; (xx) the possible impact of international conflicts and other developments including terrorist acts and cyber terrorism; and (xxi) other factors described under "Risk Factors" in this prospectus and in the applicable prospectus supplement (including in the documents incorporated by reference herein and therein).

        In addition, our future results may be impacted by the government mandated economic restrictions resulting from the ongoing COVID-19 pandemic and the related global reduction in commerce and travel and substantial volatility in stock markets worldwide, which may negatively impact our revenues, affect our ability to identify and complete future transactions, impact our liquidity position and result in a decrease of cash flows and impairment losses and/or revaluations on our investments and assets, and therefore we may be unable to achieve our expected returns.

        Statements relating to "reserves" are deemed to be forward-looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described herein can be profitably produced in the future. We caution that the foregoing list of important factors that may affect future results is not exhaustive. The forward-looking statements represent our views as of the date of this prospectus and the documents incorporated by reference herein and should not be relied upon as representing our views as of any date subsequent to such dates. While we anticipate that subsequent events and developments may cause our views to change, we disclaim any obligation to update the forward-looking statements, other than as required by applicable law. For further information on these known and unknown risks, please see "Risk Factors" in this prospectus and in the applicable prospectus supplement (including in the documents incorporated by reference herein and therein).

        The risk factors included in this prospectus, in the applicable prospectus supplement, and in the documents incorporated by reference herein and therein could cause our actual results and our plans and strategies to vary from our forward-looking statements and information. In light of these risks, uncertainties and assumptions, the events described by our forward-looking statements and information might not occur. We qualify any and all of our forward-looking statements and information by these risk factors. Please keep this cautionary note in mind as you read this prospectus, the applicable prospectus supplement, and the documents incorporated by reference herein and therein.

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SUMMARY

The Offer and Expected Timetable

        The partnership or selling unitholders may sell from time to time pursuant to this prospectus (as may be detailed in prospectus supplements) an indeterminate number of the Units. The actual per Unit price of the Units that the partnership will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer (see "Plan of Distribution" below).

        The Units are listed on the NYSE under the symbol "BBU" and the TSX under the symbol "BBU. UN".


The Partnership

        The partnership is a Bermuda exempted limited partnership that was established on January 18, 2016 under the provisions of the Bermuda Limited Partnership Act 1883, as amended, and the Bermuda Exempted Partnerships Act 1992, as amended. The partnership's head and registered office is 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda, and the telephone number is +1.441.294.3309.

        The partnership was established by Brookfield to be its flagship public partnership for its business services and industrial operations. The partnership's operations are primarily located in Canada, Australia, the United Kingdom, the United States and Brazil. The partnership is focused on owning and operating high quality businesses that are low cost producers and/or benefit from high barriers to entry. The partnership seeks to build value though enhancing the cash flows of its business, pursuing an operations-oriented acquisition strategy and opportunistically recycling capital generated from operations and dispositions into our existing operations, new acquisitions and investments. The partnership's goal is to generate returns to unitholders primarily through capital appreciation with a modest distribution yield. The partnership's sole direct investment is a managing general partnership interest in Brookfield Business L.P. ("Holding LP"), which holds the partnership's business services and industrial operations assets through Holding LP's subsidiaries and operating entities.

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RISK FACTORS

        An investment in the Units involves a high degree of risk. Before making an investment decision, you should carefully consider the risk factors incorporated by reference from the partnership's Annual Report, and the other information incorporated by reference in this prospectus, as updated by the partnership's subsequent filings with the SEC pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act, which are incorporated herein by reference, and those described in the applicable prospectus supplement. For more information see "Where You Can Find More Information" and "Documents Incorporated by Reference."


REASON FOR THE OFFER AND USE OF PROCEEDS

        Unless the partnership states otherwise in the applicable prospectus supplement accompanying this prospectus, the partnership expects to use the net proceeds of the sale of Units by the partnership for general corporate purposes. The actual application of proceeds from the sale of any particular offering of Units covered by this prospectus will be described in the applicable prospectus supplement relating to the offering. The partnership will not receive any proceeds from any sales of Units offered by a selling unitholder.


DESCRIPTION OF THE UNITS

        The Units are non-voting limited partnership interests in the partnership. The partnership's authorized capital consists of an unlimited number of Units. As of September 30, 2020, there were 79,913,233 Units outstanding (or 149,618,730 Units assuming the exchange of all of the redemption-exchange units of Holding LP beneficially held by Brookfield (the "Redemption-Exchange Units")). The Redemption-Exchange Units are subject to a redemption-exchange mechanism pursuant to which Units may be issued in exchange for Redemption-Exchange Units on a one for one basis. The Units are listed on the NYSE under the symbol "BBU" and on the TSX under the symbol "BBU. UN".

        For more detailed information on the Units and the limited partnership agreement of the partnership, see "Item 10.B. Memorandum and Articles of Association—Description of our Units and our Limited Partnership Agreement" in the partnership's Annual Report and the other information incorporated by reference in this prospectus, as updated by the partnership's subsequent filings with the SEC that are incorporated herein by reference. Any material U.S. and Canadian federal income tax considerations related to the Units will be described in a prospectus supplement.

Withdrawal and Return of Capital Contributions

        Holders of the Units are not entitled to the withdrawal or return of capital contributions in respect of Units, except to the extent, if any, that distributions are made to such holders pursuant to the limited partnership agreement or upon the liquidation of the partnership as described in the Annual Report or as otherwise required by applicable law.

Priority

        Except to the extent expressly provided in the limited partnership agreement, a holder of Units will not have priority over any other holder of the Units, either as to the return of capital contributions or as to profits, losses or distributions.

No Pre-emptive and Redemption Rights

        Unless otherwise determined by the general partner of the partnership, in its sole discretion, holders of Units will not be granted any pre-emptive or other similar right to acquire additional

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interests in the partnership. In addition, holders of the Units do not have any right to have their Units redeemed by the partnership.

No Management or Control

        The partnership's limited partners, in their capacities as such, may not take part in the management or control of the activities and affairs of the partnership and do not have any right or authority to act for or to bind the partnership or to take part or interfere in the conduct or management of the partnership. Limited partners are not entitled to vote on matters relating to the partnership, although holders of the Units are entitled to consent to certain matters as described in the limited partnership agreement of the partnership which may be effected only with the consent of the holders of the percentages of outstanding Units specified in the partnership agreement. Each Unit shall entitle the holder thereof to one vote for the purposes of any approvals of holders of Units.


PLAN OF DISTRIBUTION

New Issues

        The partnership may sell Units to or through underwriters or dealers. The distribution of Units may be effected from time to time in one or more transactions at a negotiated fixed price or prices, at market prices prevailing at the time of sale, or at prices related to such prevailing market prices. In connection with the sale of Units, underwriters may receive compensation from the partnership or from purchasers of Units for whom they may act as agents in the form of concessions or commissions.

        The prospectus supplement relating to Units will also set forth the terms of the offering of Units, including the names of any underwriters or dealers, the purchase price or prices of the offered Units, the offering price, the proceeds to the partnership from the sale of the offered Units, the underwriting discounts and commissions and any discounts, commissions and concessions allowed or reallowed or paid by any underwriter to other dealers.

        Under agreements which may be entered into by the partnership, underwriters and dealers who participate in the distribution of Units may be entitled to indemnification by the partnership against certain liabilities, including liabilities under securities legislation in several of the provinces and territories of Canada and in the United States, or to contribution with respect to payments which those underwriters or dealers may be required to make in respect thereof. Those underwriters and dealers may be customers of, engage in transactions with, or perform services for, the partnership in the ordinary course of business.

        The Units (other than a secondary offering as detailed below) will be a new issue of securities. Certain broker-dealers may make a market in the Units but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any broker-dealer will make a market in the Units or as to the liquidity of the trading market for the Units.

        In connection with any underwritten offering of Units, the underwriters or dealers may over-allot or effect transactions which stabilize or maintain the market price of the Units offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Secondary Offerings

        This prospectus may also, from time to time, relate to an underwritten offering by one or more selling unitholders of its or their Units. Selling unitholder(s) may sell all or a portion of the Units beneficially owned by them and offered from time to time directly or through one or more underwriters or dealers. Unless otherwise specified in a prospectus supplement, the selling unitholder(s) will be responsible for underwriting discounts or commissions or agent's commissions. The selling

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unitholder(s) may sell its or their Units in one or more transactions at negotiated fixed prices, at prevailing market prices at the time of the sale, or at varying prices determined at the time of sale. These sales may be effected in transactions which may be structured as block trades or using any other method permitted pursuant to applicable laws, rules and regulations, as described in the applicable prospectus supplement.

        Underwriters or dealers may receive commissions in the form of discounts, concessions or commissions from the selling unitholder(s). In connection with sales of its Units or otherwise, selling unitholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Units in the course of hedging in positions they assume. The selling unitholder(s) may also sell its or their Units short and deliver Units covered by this prospectus to close out short positions and to return borrowed securities in connection with such short sales. The selling unitholder(s) may also loan or pledge the Units to broker-dealers that in turn may sell such Units.


SELLING UNITHOLDERS

        Information about selling unitholders, where applicable, will be set forth in a prospectus supplement, in an amendment to the registration statement of which this prospectus is a part, or in filings the partnership makes with the SEC under the Exchange Act and incorporated by reference.


SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES

        The partnership is organized under the laws of Bermuda. A substantial portion of the partnership's assets may be located outside of Canada and the United States and certain of its directors, as well as certain of the experts named in this prospectus, may be residents of jurisdictions outside of Canada and the United States. The partnership has expressly submitted to the jurisdiction of certain state and federal courts in New York and of the Ontario courts and have appointed an attorney for service of process in Ontario and in the United States. However, it may be difficult for investors to effect service within Ontario or elsewhere in Canada or the United States upon those directors and experts who are not residents of Canada or the United States. Furthermore, it may be difficult to realize upon or enforce in Canada or the United States any judgment of a court of Canada or the United States against the partnership, the directors of the partnership's general partner or the experts named in this prospectus since a substantial portion of the partnership's assets and the assets of such persons may be located outside of Canada and the United States.

        The partnership has been advised by counsel that there is no treaty in force between Canada and Bermuda or the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a Canadian or U.S. judgment would be capable of being the subject of enforcement proceedings in Bermuda against the partnership, the partnership's directors or the experts named in this prospectus depends on whether the Canadian or U.S. court that entered the judgment is recognized by a Bermuda court as having jurisdiction over the partnership, the directors of the partnership's general partner or the experts named in this prospectus, as determined by reference to Bermuda conflict of law rules. The courts of Bermuda would issue a final and conclusive judgment in personam in respect of a judgment obtained in a Canadian or U.S. court pursuant to which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) as long as (i) the Canadian or U.S. court had proper jurisdiction over the parties subject to the Canadian or U.S. judgment; (ii) the Canadian or U.S. court did not contravene the rules of natural justice of Bermuda; (iii) the Canadian or U.S. judgment was not obtained by fraud; (iv) the enforcement of the Canadian or U.S. judgment would not be contrary to the public policy of Bermuda; (v) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda; and (vi) the Canadian or U.S. judgment (being a foreign judgment) does not conflict with a prior Bermudan judgment.

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        In addition to and irrespective of jurisdictional issues, Bermuda courts will not enforce a provision of Canadian or U.S. federal securities laws that is either penal in nature or contrary to public policy. It is the advice of the partnership's Bermuda counsel that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, is unlikely to be entertained by Bermuda. Specified remedies available under the laws of Canadian or U.S. jurisdictions, including specified remedies under Canadian securities laws or U.S. federal securities laws, would not likely be available under Bermuda law or enforceable in a Bermuda court, as, among other reasons, they may be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against the partnership, the directors of the partnership's general partner or the experts named in this prospectus in the first instance for a violation of Canadian securities laws or U.S. federal securities laws because these laws have no extraterritorial application under Bermuda law and do not have force of law in Bermuda.


LEGAL MATTERS

        Unless otherwise specified in any applicable prospectus supplement, the validity of the Units and certain other legal matters with respect to the laws of Bermuda will be passed upon, on behalf of the partnership, by Appleby (Bermuda) Limited, Bermuda counsel to the partnership. As of the date hereof, the partners and associates of Appleby (Bermuda) Limited beneficially own, directly or indirectly, in aggregate, less than one percent of the partnership's securities.


EXPERTS

        The financial statements as of December 31, 2019 and 2018, and for each of the three years in the period ended December 31, 2019, incorporated by reference in this Prospectus by reference from the partnership's Annual Report on Form 20-F and the effectiveness of the partnership's internal control over financial reporting have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference which reports (1) express an unqualified opinion on the financial statements and includes an explanatory paragraph referring to the partnership's adoption of IFRS 16, Leases, using the modified retrospective approach and (2) express an unqualified opinion on the effectiveness of internal control over financial reporting. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon its authority as experts in accounting and auditing. The offices of Deloitte LLP are located at 8 Adelaide Street West, Toronto, Ontario M5H 0A9.

        The financial statements of Healthscope Pty Ltd (formerly Healthscope Limited) as of and for the year ended June 30, 2018, incorporated by reference in this Prospectus by reference from Brookfield Business Partners L.P.'s Current Report on Form 6-K filed on December 11, 2020 have been audited by Deloitte Touche Tohmatsu, independent auditors, as stated in their report, which is incorporated herein by reference and which report expresses a qualified opinion on the financial statements of Healthscope Pty Ltd for the effect of not presenting comparative financial statements and the related notes to such statements, and is incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing. The offices of Deloitte Touche Tohmatsu are located at 477 Collins Street, Melbourne, Australia, VIC 3000.

        The audited historical financial statements of the Power Solutions business of Johnson Controls International plc included in Exhibit 99.4 to Brookfield Business Partners L.P.'s Current Report on Form 6-K dated March 5, 2019 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

5

Table of Contents


EXPENSES

        The following are the estimated expenses of the offering of the securities being registered under the registration statement of which this prospectus forms a part, all of which will be paid by the partnership.

SEC registration fee

  $              *

NYSE and TSX listing fees

                 **

Blue sky fees and expenses

                 **

Transfer agent fees

                 **

Printing and engraving costs

                 **

Legal fees and expenses

                 **

Accounting fees and expenses

                 **

Miscellaneous

                 **

Total

                 **
*
The partnership is registering an indeterminate amount of securities under the registration statement of which this prospectus forms a part and in accordance with Rules 456(b) and 457(r), the partnership is deferring payment of all of the registration fee.

**
The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities.

6

Table of Contents

 

LOGO

Brookfield Business Partners L.P.

Limited Partnership Units


PROSPECTUS


December 11, 2020


PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 8.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The sections of the Registrant's Annual Report entitled "Item 7.B. Related Party Transactions—Our Master Services Agreement", "Item 6.B. Board Practices—Indemnification and Limitations on Liability"; and "Item 10.B. Memorandum and Articles of Association—Description of our Units and our Limited Partnership Agreement—Indemnification" include disclosure relating to the indemnification of the partnership's directors and officers and are incorporated by reference herein.

ITEM 9.    EXHIBITS

        The following exhibits are filed herewith or incorporated by reference herein:

Exhibit
 
Description
 

3.1(1)

  Certificate of registration of Brookfield Business Partners L.P., registered as of January 18, 2016
 

3.2(2)

 

Amended and Restated Limited Partnership Agreement of Brookfield Business Partners L.P., dated as of May 31, 2016 and as thereafter amended

 

3.3(3)

 

Bye-Laws of Brookfield Business Partners Limited

 

5.1    

 

Opinion of Appleby (Bermuda) Limited, as to the validity of the Units

 

8.1*  

 

Opinion of Torys LLP, relating to tax matters

 

23.1   

 

Consent of Deloitte LLP

 

23.2   

 

Consent of Deloitte Touche Tohmatsu

 

23.3   

 

Consent of PricewaterhouseCoopers LLP

 

23.4   

 

Consent of Appleby (Bermuda) Limited (included in the opinion filed as Exhibit 5.1)

 

24.1   

 

Power of Attorney (included in the signature page)

(1)
Filed as an exhibit to Amendment No. 3 to the partnership's Registration Statement on Form F-1 dated February 26, 2016 and incorporated herein by reference.

(2)
Filed as an exhibit to the partnership's Form 6-K dated May 20, 2020 and incorporated herein by reference.

(3)
Filed as an exhibit to the partnership's Form 20-F for the year ended December 31, 2017, filed March 9, 2018 and incorporated herein by reference.

*
To be filed by amendment or as an exhibit to a document to be incorporated by reference, if applicable.

ITEM 10.    UNDERTAKINGS

    (a)
    The undersigned Registrant hereby undertakes:

    (1)
    To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

    (i)
    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

    (ii)
    To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information

          set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the "Commission"), pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20-percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)
        To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

      Provided, however, that:

      Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.

      (2)
      That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3)
      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (4)
      To file a post-effective amendment to this Registration Statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference herein.

      (5)
      That for the purpose of determining liability under the Securities Act to any purchaser:

      (i)
      Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and

      (ii)
      Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in

          Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this Registration Statement or made in a document incorporated or deemed incorporated by reference into this Registration Statement or prospectus that is part of this Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in this Registration Statement or prospectus that was part of this Registration Statement or made in any such document immediately prior to such effective date; and

      (6)
      That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities: the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

      (i)
      Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

      (ii)
      Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

      (iii)
      The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

      (iv)
      Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

    (b)
    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (c)
    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda, on December 11, 2020.

    BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED

 
 
By:
 
/s/ Jane Sheere
Name: Jane Sheere
Title: Secretary


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Cyrus Madon, Jaspreet Dehl, and Jane Sheere, acting singly, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitutes or substitutes, could lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on December 11, 2020.

Signature   Title
/s/ Cyrus Madon
Cyrus Madon 		  Chief Executive Officer of Brookfield Private Equity L.P., a service provider to the Registrant (Principal Executive Officer)

/s/ Jaspreet Dehl
Jaspreet Dehl
 
Chief Financial Officer of Brookfield Private Equity L.P., a service provider to the Registrant (Principal Financial and Accounting Officer)

/s/ Jeffrey Blidner
Jeffrey Blidner
 
Chairman of the Board, Director

/s/ David Court
David Court
 
Director

/s/ Stephen Girsky
Stephen Girsky
 
Director

Signature   Title
/s/ David Hamill
David Hamill 		  Director

/s/ Anne Ruth Herkes
Anne Ruth Herkes
 
Director

/s/ John Lacey
John Lacey
 
Director

/s/ Don Mackenzie
Don Mackenzie
 
Director

/s/ Patricia Zuccotti
Patricia Zuccotti
 
Director


AUTHORIZED U.S. REPRESENTATIVE

        Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Brookfield Business Partners L.P. in the United States, on this 11th day of December, 2020.

    BROOKFIELD BBP US HOLDINGS LLC

 
 
By:
 
/s/ Craig Laurie
Name: Craig Laurie
Title: President



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Exhibit 5.1

GRAPHIC

    Brookfield Business Partners L.P.
73 Front Street
Hamilton Bermuda
HM 11 		  Email  CLangley@applebyglobal.com

Direct Dial  +1 441 298 3202

 
 
 
 
Appleby Ref  433310.0019

By Email and Courier
11 December 2020

 
 
Ladies and Gentlemen

Bermuda Office
Appleby (Bermuda)
Limited
Canon's Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX
  Brookfield Business Partners L.P.

We have acted as legal advisers as to matters of Bermuda law to Brookfield Business Partners L.P., a limited partnership organized under the laws of the Islands of Bermuda (Partnership). We have been requested to render this opinion in connection with the filing by the Partnership of:
Bermuda   1.   an automatic shelf registration statement on Form F-3 (Registration Statement);

Tel +1 441 295 2244
Fax +1 441 292 8666
 
2.
 
the base shelf prospectus, dated as of 11 December 2020, contained in the Registration Statement (Prospectus);

applebyglobal.com
 
3.
 
any prospectus supplement to the Prospectus used in connection with any offering of Units (as defined in the Prospectus) pursuant to the Registration Statement (Prospectus Supplement); and

 
 
4.
 
any "free writing prospectus" within the meaning of Rule 405 under the U.S. Securities Act of 1933, as amended (Securities Act), (Free Writing Prospectus),

 
 
with the Securities and Exchange Commission (SEC) pursuant to the Securities Act, and the rules and regulations promulgated thereunder, relating to limited partnership units of the Partnership (Unissued Units) to be issued from time to time pursuant to Rule 415 under the Securities Act.

 
 
For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (Documents).

 
 
ASSUMPTIONS

 
 
 
 
In stating our opinion we have assumed:

 
 
1.
 
the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies

 
 
2.
 
the genuineness of all signatures on the Documents

 
 
3.
 
the authority, capacity and power of persons signing the Documents

 


Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. "Partner" is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.
 


GRAPHIC

    4.   that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete;

 
 
5.
 
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein;

 
 
6.
 
that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Partnership in connection with the Registration Statement or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction;

 
 
7.
 
the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have caused the Electronic Extract or enquiries to be conducted, that such search and enquiry did not fail to disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search was conducted and the enquiries were made, and that the information disclosed by the Electronic Extract is accurate and complete in all respects and such information has not been materially altered since the date and time of the Electronic Extract; and

 
 
8.
 
the terms and transactions contemplated by any Prospectus Supplement adopted would not be inconsistent with the Resolutions and the terms and transactions contemplated by the Prospectus and the Registration Statement.

 
 
OPINION

 
 
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

 
 
1.
 
The Partnership is an exempted limited partnership established and existing under the laws of Bermuda. The Partnership possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda. All suits in respect of the business of the Partnership shall be prosecuted by and against the General Partner in its capacity as general partner of the Partnership.

 
 
2.
 
When duly authorized, allotted, issued and fully paid for pursuant to the terms of the Resolutions and in accordance with the terms and conditions referred to or summarized in any Prospectus Supplement and/or Free Writing Prospectus, when taken together with the Prospectus and the Registration Statement (including any documents incorporated by reference therein), the Unissued Units will be validly issued, fully paid and non-assessable units of the Partnership.

 
 
RESERVATIONS

 
 
We have the following reservations:

 
 
1.
 
We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

2

    2.   Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of such other jurisdiction.

 
 
3.
 
Any reference in this opinion to Unissued Units being "non-assessable" shall mean, in relation to fully-paid Units of the Partnership and subject to any contrary provision in any agreement in writing between the Partnership and the holder of Units, that: no holder shall be obliged to contribute further amounts to the capital of the Partnership, either in order to complete payment for their Units, to satisfy claims of creditors of the Partnership, or otherwise.

 
 
4.
 
The Limited Partnership Act 1883 (the Act) provides that a limited partner shall be liable as a general partner if he takes part in the management of the partnership.

 
 
5.
 
A limited partner is liable to the Partnership, or to its creditors, for any amount in respect of such limited partner's contribution to the Partnership to the extent such contribution has not been contributed in full, or to the extent such contribution is either released or returned to the limited partner contrary to the restrictions on reductions of capital contained in the Act.

 
 
6.
 
A limited partner is liable for damages on account of misrepresentation in respect of false statements contained in the certificate of limited partnership, any supplementary certificates or certificate of cancellation in respect of the Partnership, to the extent a limited partner signed such certificate, or caused another to sign it on his/her behalf, and knew such statement to be false at the time of signature.

 
 
7.
 
Every partner of the Partnership who is guilty of any fraud in the affairs of the Partnership shall be liable civilly to the party injured to the extent of his damage and shall be liable for penalties applicable to offences committed against the Act.

 
 
8.
 
With respect to opinions 1 and 2, we have relied upon statements and representations made to us in the Officers' Certificates provided to us by an authorised officer of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Officers' Certificates, and we qualify such opinions to the extent that the statements or representations made in the Officers' Certificates are not accurate in any respect.

 
 
9.
 
Due to the current situation relating to COVID-19, our protocols prevent us from conducting physical company, partnership or litigation searches against the General Partner and the Partnership, and we are relying on the Electronic Extract and the Officer's Certificate re Searches in lieu of the physical searches.

 
 
DISCLOSURE

 
 
This opinion is addressed to you in connection with the registration of the Units with the SEC and is not to be used, quoted or relied upon for any other purpose. We consent to the filing of this opinion as an exhibit to the Registration Statement of the Partnership.

3

    This opinion is governed by and is to be construed in accordance with Bermuda law. Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this opinion if applicable law or the existing acts or circumstances should change.

 
 
Yours faithfully

 


 
 
/s/ Appleby (Bermuda) Limited

 
 
    Appleby (Bermuda) Limited    

4

    SCHEDULE

 
 
1.
 
A copy, in PDF format, of an officer's certificate, signed by an officer of Brookfield Business Partners Limited, the general partner of the Partnership (General Partner) confirming that, to the best of his knowledge: (i) no court proceedings are pending against the General Partner or the Partnership; (ii) there is no petition to wind up the General Partner or the Partnership or application to reorganise their affairs pursuant to a scheme of arrangement or application for the appointment of a receiver in respect of the General Partner or the Partnership has been filed with the Supreme Court of Bermuda; and (iii) no notice of the passing of a resolution of members or creditors to wind up or for the appointment of a liquidator or receiver has been given to the Registrar of Companies in respect of the General Partner or the Partnership (Officer's Certificate (Searches)).

 
 
 
 
Typically, we would conduct a search of the entries and filings shown and available for inspection in respect of the General Partner and the Partnership in the register of charges and on the file of the General Partner and the Partnership maintained in the register of companies at the office of the Registrar of Companies in Hamilton, Bermuda and the Register of Mortgages at the office of the Registry General (Company Search).

 
 
 
 
However, due to the situation with coronavirus COVID-19, our protocols prevent us from carrying out a Company Search. The Registrar of Companies is providing a company and partnership search extract when a request is submitted via email (Electronic Extract).

 
 
 
 
Typically, we would conduct a search of the entries and filings shown and available for inspection in respect of the General Partner and the Partnership in the Cause and Judgement Book of the Supreme Court maintained at the Registry of the Supreme Court in Hamilton, Bermuda (Litigation Search).

 
 
 
 
However, due to the situation with coronavirus COVID-19, our protocols prevent us from carrying out a Litigation Search.

 
 
2.
 
Certified copies of the following documents in respect of the Partnership: (i) the Certificate of Registration of an Exempted and Limited Partnership effective 18 January 2016 together with a copy of the Limited Particulars and the Exempted Particulars each dated 18 January 2016; (ii) the Certificate of Deposit of Supplementary Certificate of a Limited Partnership and an Exempted Partnership dated 16 June 2016 together with a copy of the Supplementary Exempted Particulars and the Supplementary Limited Particulars each dated 16 June 2016; (iii) the Amended and Restated Limited Partnership Agreement dated as of 31 May 2016, as amended by the First Amendment to the Amended and Restated Limited Partnership Agreement dated 17 June 2016 and as amended by the Second Amendment to the Amended and Restated Limited Partnership Agreement dated 18 May 2020 (Limited Partnership Documents).

 
 
3.
 
Certified copies of the following documents in respect of the General Partner: Certificate of Incorporation, memorandum of association and Bye-laws (GP Documents, and collectively with Limited Partnership Documents, Constitutional Documents).

 
 
4.
 
Copy of the Minutes of the Meetings of the Board of Directors of the General Partner held on 5 August 2020 and on 6 August 2020 (Resolutions).

5

    5.   An officer's certificate signed by an officer of the General Partner in respect of the Resolutions (Officer's Certificate (Resolutions), together with the Officer's Certificate (Searches), Officers' Certificates).

 
 
6.
 
Certificates of Compliance each dated 10 December 2020 issued by the Registrar of Companies in respect of the General Partner and the Partnership.

 
 
7.
 
The Registration Statement.

 
 
8.
 
The Prospectus.

6



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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the incorporation by reference in this Registration Statement on Form F-3 of our reports dated March 5, 2020, relating to the financial statements of Brookfield Business Partners L.P. (the "Partnership"), and the effectiveness of the Partnership's internal control over financial reporting, appearing in the Annual Report on Form 20-F of the Partnership for the year ended December 31, 2019. We also consent to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte LLP

Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
December 11, 2020



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Exhibit 23.2

Consent of Independent Auditors

        We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated December 11, 2020, relating to the financial statements of Healthscope Pty Ltd (formerly Healthscope Limited), appearing in the Current Report on Form 6-K of Brookfield Business Partners L.P. filed on December 11, 2020. We also consent to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte Touche Tohmatsu

Deloitte Touche Tohmatsu
Melbourne, Australia
December 11, 2020



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Exhibit 23.3


CONSENT OF INDEPENDENT AUDITORS

        We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Brookfield Business Partners L.P. of our report dated December 14, 2018, except for the effects of the revision discussed in Note 14 to the combined financial statements, as to which the date is February 8, 2019, relating to the financial statements of the Power Solutions business of Johnson Controls International plc, which appears in Brookfield Business Partners L.P.'s Form 6-K dated March 5, 2019. We also consent to the reference to us as experts under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin
December 11, 2020



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CONSENT OF INDEPENDENT AUDITORS