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Bermuda
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Not applicable
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
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Title of Each Class of
Securities to be Registered |
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Amount
to be Registered |
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Proposed
Maximum Offering Price per Unit |
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Proposed
Maximum Aggregate Offering Price |
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Amount of
Registration Fee |
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Limited Partnership Units
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74,300,000(1)(2)
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$42.15(3)
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$3,131,745,000.00(3)
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$341,673.38(3)
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| | | | | i | | | |
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 11 | | | |
| | | | | 11 | | | |
| | | | | 12 | | | |
| | | | | 15 | | | |
| | | | | 16 | | | |
| | | | | 16 | | | |
| | | | | 17 | | | |
| | | | | 18 | | |
US$ MILLIONS, EXCEPT PER UNIT AMOUNTS
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Actual
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Following
the Special Distribution |
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As at June 30, 2021 | | | | | | | | | | | | | |
Assets | | | | | | | | | | | | | |
Cash and cash equivalents
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| | | $ | 2,076 | | | | | $ | 2,076 | | |
Liabilities | | | | | | | | | | | | | |
Non-recourse borrowings in subsidiaries of the partnership
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| | | | 21,858 | | | | | | 21,858 | | |
Equity | | | | | | | | | | | | | |
Limited partners | | | | | | | | | | | | | |
Limited partners
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| | | | 2,230 | | | | | | 1,486 | | |
Non-controlling interest | | | | | | | | | | | | | |
Redemption-exchange units held by Brookfield
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| | | | 1,978 | | | | | | 1,319 | | |
Special limited partners
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| | | | — | | | | | | — | | |
Preferred shares
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| | | | 15 | | | | | | 15 | | |
Interest of others in operating subsidiaries
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| | | | 6,973 | | | | | | 6,973 | | |
BBUC exchangeable shares
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| | | | — | | | | | | 1,403 | | |
Total equity
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| | | $ | 11,196 | | | | | $ | 11,196 | | |
US$ MILLIONS, EXCEPT PER UNIT AMOUNTS
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Actual
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Following
the Special Distribution |
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For the six months ended June 30, 2021 | | | | | | | | | | | | | |
Net income (loss)
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| | | $ | 1,738 | | | | | $ | 1,738 | | |
Attributable to: | | | | | | | | | | | | | |
Limited partners
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| | | $ | 231 | | | | | $ | 154 | | |
Non-controlling interests attributable to: | | | | | | | | | | | | | |
Redemption-exchange units held by Brookfield
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| | | | 205 | | | | | | 137 | | |
Special Limited Partners
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| | | | 79 | | | | | | 79 | | |
BBUC exchangeable shares
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| | | | — | | | | | | 145 | | |
Interest of others in operating subsidiaries
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| | | | 1,223 | | | | | | 1,223 | | |
| | | | $ | 1,738 | | | | | $ | 1,738 | | |
Basic and diluted earnings (loss) per limited partner unit
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| | | $ | 2.94 | | | | | $ | 1.96 | | |
US$ MILLIONS, EXCEPT PER UNIT AMOUNTS
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Actual
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Following
the Special Distribution |
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For the year ended December 31, 2020 | | | | | | | | | | | | | |
Net income (loss)
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| | | $ | 580 | | | | | $ | 580 | | |
Attributable to: | | | | | | | | | | | | | |
Limited partners
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| | | $ | (91) | | | | | $ | (60) | | |
Non-controlling interests attributable to: | | | | | | | | | | | | | |
Redemption-exchange units held by Brookfield
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| | | | (78) | | | | | | (53) | | |
Special Limited Partners
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| | | | — | | | | | | — | | |
BBUC exchangeable shares
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| | | | — | | | | | | (56) | | |
Interest of others in operating subsidiaries
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| | | | 749 | | | | | | 749 | | |
| | | | $ | 580 | | | | | $ | 580 | | |
Basic and diluted earnings (loss) per limited partner unit
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| | | $ | (1.13) | | | | | $ | (0.75) | | |
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EXCHANGEABLE SHARES
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UNITS
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Corporate
Governance |
| | BBUC is a corporation formed under the laws of the Province of British Columbia. The rights of holders of exchangeable shares, upon completion of the Special Distribution, will be governed by the BCBCA and the BBUC articles. | | | The partnership is a Bermuda-exempted limited partnership registered under the Bermuda Limited Partnership Act 1883 and the Bermuda Exempted Partnerships Act 1992. The partnership’s limited partnership agreement provides for the management and control of the partnership by a general partner, the partnership’s general partner. | |
Authorized
Capital |
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BBUC is authorized to issue an unlimited number of: (i) exchangeable shares; (ii) BBUC class B shares; (iii) BBUC class C shares; (iv) BBUC class A senior preferred shares, issuable in series, and (v) BBUC class B junior preferred shares, issuable in series. All exchangeable shares, BBUC class B shares, BBUC class C shares, BBUC class A senior preferred shares and BBUC class B junior preferred shares will be issued without par value. The number of authorized exchangeable shares can be changed in accordance with the BBUC articles or, if the BBUC articles are silent, by special resolution, in accordance with s. 54(3)(c) of the BCBCA.
Subject to the BBUC articles, including the terms of the shares then outstanding, BBUC’s board of directors has broad
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The partnership is a Bermuda-exempted limited partnership registered under the Bermuda Limited Partnership Act 1883 and the Bermuda Exempted Partnerships Act 1992. The partnership’s limited partnership agreement provides for the management and control of the partnership by a general partner, the partnership’s general partner.
The partnership’s interests consist of the general partner unit, which represents the general partnership interest, and the units, representing limited partnership interests in the partnership, and any additional partnership interests representing limited partnership interests that it may issue in the future.
The partnership’s general partner has broad rights to cause the partnership to issue additional partnership interests and
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EXCHANGEABLE SHARES
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UNITS
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| | | rights to issue additional shares (including new classes of shares and options, rights, warrants, and appreciation rights relating to such shares) for any purpose, at any time and on such terms and conditions as it may determine without the approval of any shareholders. Any additional shares may be issued in one or more classes, or one or more series of classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of shares) as may be determined by BBUC’s board of directors in its sole discretion. | | | may cause the partnership to issue additional partnership interests (including new classes of partnership interests and options, rights, warrants and appreciation rights relating to such interests) for any partnership purpose, at any time and on such terms and conditions as it may determine without the approval of any limited partners. Any additional partnership interests may be issued in one or more classes, or one or more series of classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of partnership interests) as may be determined by the partnership’s general partner in its sole discretion, all without the approval of the partnership’s limited partners. | |
Voting Rights
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Except as otherwise expressly provided in the BBUC articles or as required by law, the holders of exchangeable shares and BBUC class B shares, will vote together and not as separate classes. Each holder of an exchangeable share will be entitled to cast one vote per exchangeable share on all matters submitted to a vote. On each such matter, the holders of BBUC class B shares will be entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the exchangeable shares. As Brookfield Business Partners will hold all of the class B shares, it will hold 75% of the votes eligible to be cast on all matters where the exchangeable shares and class B shares vote together.
At any time that no exchangeable shares are outstanding and for any vote held only in respect of the BBUC class B shares, the holder of the BBUC class B shares will be entitled to cast one vote per BBUC class B share. At any time that no exchangeable shares are outstanding, quorum will be at least one holder of BBUC class B shares.
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| | Limited partners are not entitled to vote on matters relating to the partnership, although holders of units are entitled to consent to certain matters with respect to certain amendments to the partnership’s limited partnership agreement and certain matters with respect to the withdrawal of the partnership’s general partner. Each unit entitles the holder thereof to one vote for the purposes of any approvals of holders of units. In addition to their rights under the partnership’s limited partnership agreement, limited partners have consent rights with respect to certain fundamental matters and on any other matters that require their approval in accordance with applicable securities laws and stock exchange rules. | |
Size of Board
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| | Following completion of the Special Distribution, BBUC’s board will be set at eight (8) directors. BBUC’s board of directors may consist of between three (3) and eleven (11) directors or such other number of directors as may be determined from time to time by a resolution of | | | The partnership’s general partner board of directors is currently set at eight (8) directors but is expected to be set at seven (7) directors following the expected resignation of David Court prior to the Special Distribution. The board may consist of between three (3) and | |
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EXCHANGEABLE SHARES
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UNITS
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BBUC’s shareholders and subject to the BBUC articles. BBUC’s board of directors is expected to mirror the board of directors of the general partner of the partnership, except for one additional non-overlapping director to assist us with, among other things, resolving any conflicts of interest that may arise from BBUC’s relationship with Brookfield Business Partners. David Court will initially serve as the non-overlapping member of BBUC’s board of directors. Mr. Court has served on the board of directors of the general partner of the partnership since February 2018 and will resign from such board of directors prior to the Special Distribution.
At least three (3) directors and at least a majority of the directors holding office must be independent of BBUC, as determined by the full board using the standards for independence established by the NYSE.
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| | eleven (11) directors or such other number of directors as may be determined from time to time by a resolution of the shareholders of the partnership’s general partner and subject to its bye-laws. At least three (3) directors and at least a majority of the directors holding office must be independent of the partnership’s general partner and Brookfield, as determined by the full board of directors using the standards of independence established by NYSE. | |
Election and Removal of Directors
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| | BBUC’s board is elected by its shareholders and each of its current directors will serve until immediately before the election or appointment of directors at the next annual meeting of shareholders of BBUC or his or her death, resignation or removal from office, whichever occurs first. Vacancies on BBUC’s board of directors may be filled and additional directors may be added by a resolution of BBUC’s shareholders or a vote of the directors then in office. A director may be removed from office by a special resolution duly passed by BBUC’s shareholders or a resolution of the directors if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of BBUC and does not promptly resign. A director will be automatically removed from BBUC’s board of directors if he or she becomes bankrupt, insolvent or suspends payments to his or her creditors or becomes disqualified by law from acting as a director pursuant to the BCBCA. | | | The partnership’s general partner’s board of directors was elected by its shareholder and each of its current directors will serve until the close of the next annual meeting of shareholders of the partnership’s general partner or his or her death, resignation or removal from office, whichever occurs first. Vacancies on the partnership’s general partner’s board of directors may be filled and additional directors may be added by a resolution of the shareholders of the partnership’s general partner or a vote of the directors then in office. A director may be removed from office by a resolution duly passed by the shareholders of the partnership’s general partner or, if the director has been absent without leave from three consecutive meetings of the board of directors, by a written resolution requesting resignation signed by all other directors then holding office. A director will be automatically removed from the board of directors if he or she becomes bankrupt, insolvent or suspends payments to his or her creditors or becomes prohibited by law from acting as a director. | |
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EXCHANGEABLE SHARES
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UNITS
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Process to Amend the Governing Instruments
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BBUC may from time to time amend, modify or repeal any provision contained in the BBUC articles in a manner authorized by the BCBCA.
Under the BCBCA, alteration of the articles generally requires authorization by either court order, by a two-thirds (2/3rds) vote of all voting shares or by the methods specified in the BBUC articles. Certain alterations to matters such as changes to company name or address or a change in directors will not require authorization by the above-mentioned methods. Specific alterations such as those of a nature affecting a particular class or series in a manner that would prejudice or interfere with the rights of such class or series, will entitle the affected class or series to consent by special resolution to the alteration, whether or not such class or series otherwise carries the right to vote.
Under the BCBCA, BBUC may resolve to alter its articles by the type of resolution specified in the BCBCA, if not specified in the BCBCA, by the type of resolution specified in the BBUC articles or if neither the BCBCA or the BBUC articles specify the type of resolution, by a two-thirds (2/3rds) vote of all voting shares; provided however, if such alteration would prejudice or interfere with the rights of a particular class or series, such class or series must consent by special resolution to the alteration, whether or not such class or series otherwise carries the right to vote.
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Amendments to the partnership’s limited partnership agreement may be proposed only by or with the consent of the partnership’s general partner. To adopt a proposed amendment, other than the amendments that do not require limited partner approval discussed below, the partnership’s general partner must seek approval of a majority of outstanding units required to approve the amendment, either by way of a meeting of the limited partners to consider and vote upon the proposed amendment or by written approval.
No amendment may be made that would: (i) enlarge the obligations of any limited partner without its consent, except any amendment that would have a material adverse effect on the rights or preferences of any class of partnership interests in relation to other classes of partnership interests may be approved by at least a majority of the type or class of partnership interests so affected; or (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by the partnership to, the partnership’s general partner or any of its affiliates without the consent of the partnership’s general partner, which may be given or withheld in its sole discretion. The provision of the partnership’s limited partnership agreement preventing the amendments having the effects described in clauses (i) and (ii) above can be amended upon the approval of the holders of at least 90% of the outstanding units.
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| | | | | | Subject to applicable law, the partnership’s general partner may generally make amendments to the partnership’s limited partnership agreement without the approval of any limited partner to reflect: (i) a change in the name of the partnership, the location of its registered office or its registered agent; (ii) the admission, substitution or withdrawal of partners in accordance with the partnership’s limited partnership agreement; (iii) a change that the partnership’s general partner determines is | |
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EXCHANGEABLE SHARES
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UNITS
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| | | | | | reasonable and necessary or appropriate for the partnership to qualify or to continue its qualification as an exempted limited partnership under the laws of Bermuda or a partnership in which the limited partners have limited liability under the laws of any jurisdiction or is necessary or advisable in the opinion of the partnership’s general partner to ensure that the partnership will not be treated as an association taxable as a corporation or otherwise taxed as an entity for tax purposes; (iv) an amendment that the partnership’s general partner determines to be necessary or appropriate to address certain changes in tax regulations, legislation or interpretation; (v) an amendment that is necessary, in the opinion of the partnership’s counsel, to prevent the partnership or the partnership’s general partner or its directors or officers, from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions; (vi) an amendment that the partnership’s general partner determines in its sole discretion to be necessary or appropriate for the creation, authorization or issuance of any class or series of partnership interests or options, rights, warrants or appreciation rights relating to partnership securities; (vii) any amendment expressly permitted in the partnership’s limited partnership agreement to be made by the partnership’s general partner acting alone; (viii) an amendment effected, necessitated or contemplated by a merger or consolidation of the partnership with one or more persons in accordance with the provisions of the partnership’s limited partnership agreement; (ix) any amendment that the partnership’s general partner determines in its sole discretion to be necessary or appropriate to reflect and account for the formation by the partnership of, or its investment in, any corporation, partnership, joint venture, limited liability company or other entity, as otherwise permitted by the partnership’s limited partnership agreement; (x) a change in the | |
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EXCHANGEABLE SHARES
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UNITS
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| | | | | | partnership’s fiscal year and related changes; or (xi) any other amendments substantially similar to any of the matters described in (i) through (x) above. | |
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In addition, the partnership’s general partner may make amendments to the partnership’s limited partnership agreement without the approval of any limited partner if those amendments, in the discretion of the partnership’s general partner: (i) do not adversely affect the partnership’s limited partners considered as a whole (including any particular class of partnership interests as compared to other classes of partnership interests) in any material respect; (ii) are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any governmental agency or judicial authority; (iii) are necessary or appropriate to facilitate the trading of the units or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the units are or will be listed for trading; (iv) are necessary or appropriate for any action taken by the partnership’s general partner relating to splits or combinations of units under the provisions of the partnership’s limited partnership agreement; or (v) are required to effect the intent expressed in the Registration Statement (as defined in the partnership’s limited partnership agreement) or the intent of the provisions of the partnership’s limited partnership agreement or are otherwise contemplated by the partnership’s limited partnership agreement.
The partnership’s general partner will not be required to obtain an opinion of counsel that an amendment will not result in a loss of limited liability to the limited partners if one of the amendments described in the preceding two paragraphs should occur. No other amendments to the partnership’s limited partnership agreement will become effective without the approval of holders of at least 90% of the units, unless the partnership obtains an opinion of counsel to the effect that the amendment will not (i) cause the
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EXCHANGEABLE SHARES
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UNITS
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| | | | | | partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the partnership’s general partner has not made the election described below under the section entitled “Qualification”), or (ii) affect the limited liability under the Bermuda Limited Partnership Act 1883 of any of the partnership’s limited partners. | |
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In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or preferences of any type or class of partnership interests in relation to other classes of partnership interests will also require the approval of the holders of at least a majority of the outstanding partnership interests of the class so affected.
In addition, any amendment that reduces the voting percentage required to take any action must be approved by the written consent or affirmative vote of limited partners whose aggregate outstanding voting units constitute not less than the voting requirement sought to be reduced.
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Special Meetings
of the Shareholders |
| | A special meeting of the shareholders for any purpose or purposes may be called only by BBUC’s board on a date not less than twenty-one (21) days nor more than two (2) months after the sending of the notice of the meeting to each shareholder of record entitled to vote at such meeting. | | | The partnership’s general partner may call special meetings of the limited partners at a time and place outside of Canada determined by the partnership’s general partner on a date not less than ten (10) days nor more than sixty (60) days after the mailing of notice of the meeting. The limited partners do not have the ability to call a special meeting. Only holders of record on the date set by the partnership’s general partner (which may not be less than ten (10) nor more than sixty (60) days before the meeting) are entitled to notice of any meeting. | |
Written Consent
in Lieu of Meeting |
| | Under the BCBCA, generally, shareholder action without a meeting may only be taken by consent resolution of the shareholders entitled to vote on the resolution: with a written consent executed by shareholders holding two-thirds (2∕3rds) of the shares that carry the right to vote at general meetings being effective to approve an action requiring an ordinary resolution; or with a written consent executed by all shareholders that carry the right to vote at general meetings | | |
Written consents may be solicited only by or on behalf of the partnership’s general partner. Any such consent solicitation may specify that any written consents must be returned to the partnership within the time period, which may not be less than twenty (20) days, specified by the partnership’s general partner.
For purposes of determining holders of partnership interests entitled to provide consents to any action described above,
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EXCHANGEABLE SHARES
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UNITS
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| | | or by all of the shareholders holding shares of the applicable class or series of shares, as the case may be, being effective to approve an action requiring a special resolution or an exceptional resolution. | | | the partnership’s general partner may set a record date, which may be not less than ten (10) nor more than sixty (60) days before the date by which record holders are requested in writing by the partnership’s general partner to provide such consents. Only those holders of partnership interests on the record date established by the partnership’s general partner will be entitled to provide consents with respect to matters as to which a consent right applies. | |
Limitation of Liability and Indemnification of Directors and Officers
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No director will be personally liable to BBUC or its shareholders for monetary damages for breach of fiduciary duty, except to the extent such exemption is not permitted under the BCBCA. Under the BCBCA, no provision in the BBUC articles or other contract relieves a director or officer from (i) the duty to act in accordance with the BCBCA and the regulations, or (ii) liability that by virtue of any enactment or rule of law or equity would otherwise attach to that director or officer in respect of any negligence, default, breach of duty or breach of trust of which the director or officer may be guilty in relation to BBUC.
To the fullest extent permitted by law, BBUC will indemnify any present or former director or officer of BBUC (or a person serving as a director, officer, trustee, employee or agent of another corporation), who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending or completed action while acting in such capacity, for all liability and loss suffered (including, without limitation, any judgments, fines, or penalties and amounts paid in settlement) and expenses (including attorneys’ fees and disbursements), actually and reasonably incurred.
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| | Under the partnership’s limited partnership agreement, the partnership is required to indemnify to the fullest extent permitted by law the partnership’s general partner and any of its affiliates (and their respective officers, directors, agents, shareholders, partners, members and employees), any person who serves on a governing body of a holding entity or operating entity of the partnership and any other person designated by the partnership’s general partner as an indemnified person, in each case, against all losses, claims, damages, liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, incurred by an indemnified person in connection with the partnership’s investments and activities or by reason of their holding such positions, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person’s bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful. In addition, under the partnership’s limited partnership agreement: (i) the liability of such persons has been limited to the fullest extent permitted by law, except to the extent that their conduct involves bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful; and (ii) any matter that is approved by the independent directors of the partnership’s general partner will not | |
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EXCHANGEABLE SHARES
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UNITS
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| | | | | | constitute a breach of the partnership’s limited partnership agreement or any duties stated or implied by law or equity, including fiduciary duties. The partnership’s limited partnership agreement requires the partnership to advance funds to pay the expenses of an indemnified person in connection with a matter in which indemnification may be sought until it is determined that the indemnified person is not entitled to indemnification. | |
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Subject to any restrictions in the BCBCA, BBUC may agree to indemnify and may indemnify any person (including an eligible party) against eligible penalties and pay expenses incurred in connection with the performance of services by that person for BBUC.
BBUC may enter into agreements with any such person to provide such indemnification. The right to indemnification includes the right to be paid by BBUC the expenses (including attorneys’ fees) incurred by such person in defending any such proceeding in advance of its final disposition, such that the advances are paid by BBUC within sixty (60) days after the receipt by BBUC of a statement or statements from the claimant requesting such advance or advances from time to time (and subject to filing a written request for indemnification pursuant to the BBUC articles).
BBUC will not indemnify any present or former director or officer of BBUC for acts of bad faith, fraud, willful misfeasance, gross negligence, knowing violation of law or reckless disregard of the director’s duties or for any act for which indemnification is specifically prohibited under the BCBCA.
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The partnership’s general partner’s bye-laws provide that, as permitted by the laws of Bermuda, it will pay or reimburse an indemnified person’s expenses in advance of a final disposition of a proceeding for which indemnification is sought.
Under the partnership’s general partner’s bye-laws, the partnership’s general partner is required to indemnify, to the fullest extent permitted by law, its affiliates, directors, officers, resident representatives, shareholders, employees or any of its subsidiaries and certain others against any and all losses, claims, damages, liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, incurred by an indemnified person in connection with the partnership’s investments and activities or in respect of or arising from their holding such positions, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person’s bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful. In addition, under the partnership’s general partner’s bye-laws: (i) the liability of such persons has been limited to the fullest extent permitted by law and except to the extent that their conduct involves bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful; and (ii) any matter that is
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EXCHANGEABLE SHARES
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UNITS
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| | | | | | approved by the independent directors will not constitute a breach of any duties stated or implied by law or equity, including fiduciary duties. The partnership’s general partner’s bye-laws require it to advance funds to pay the expenses of an indemnified person in connection with a matter in which indemnification may be sought until it is determined that the indemnified person is not entitled to indemnification. | |
Dividends and Distributions
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Pursuant to the BBUC articles and subject to the prior rights of holders of all classes and series of preferred shares at the time outstanding having prior rights as to dividends, each exchangeable share will entitle its holder to the exchangeable dividend, in a cash amount equal in value to (i) the amount of any distribution made on a unit multiplied by (ii) the conversion factor determined in accordance with the BBUC articles and in effect on the record date of such dividend (which conversion factor will initially be one, subject to adjustment in the event of certain dilutive or other capital events by BBUC or the partnership). See “Exchanges of Exchangeable Shares for Units — Primary Exchange Rights — Adjustments to Reflect Certain Capital Events”. The record and payment dates for the dividends upon the exchangeable shares, to the extent not prohibited by applicable law, shall be substantially the same as the record and payment dates for distributions on the units.
If the full amount of an exchangeable dividend is not declared and paid concurrent with a distribution on the units, then the undeclared or unpaid amount of such exchangeable dividend shall accrue and accumulate (without interest), whether or not BBUC has earnings, whether or not there are funds legally available for the payment thereof and whether or not such exchangeable dividend has been declared or authorized. Any exchangeable dividend payment made shall first be credited against the earliest accumulated but unpaid exchangeable dividends due which remain payable (“unpaid dividend”).
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Distributions to partners of the partnership will be made in accordance with their Percentage Interests (as defined in the limited partnership agreement of the partnership) only as determined by the general partner in its sole discretion. However, the general partner will not be permitted to cause the partnership to make a distribution if the partnership does not have sufficient cash on hand to make the distribution, the distribution would render the partnership insolvent, or if, in the opinion of the general partner, the distribution would leave the partnership with insufficient funds to meet any future or contingent obligations, or the distribution would contravene applicable laws.
The general partner has sole authority to determine whether the partnership will make distributions and the amount and timing of these distributions.
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EXCHANGEABLE SHARES
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UNITS
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All exchangeable dividends shall be paid prior and in preference to any dividends or distributions on the BBUC class C shares. Share dividends, if any, paid on the exchangeable shares and BBUC class C shares will be declared contemporaneously and paid at the same time in equal numbers of additional shares of the same class and series such that share dividends will be paid in exchangeable shares to holders of the exchangeable shares and in BBUC class C shares to holders of the BBUC class C shares.
The holders of exchangeable shares shall not be entitled to any dividends from BBUC other than the exchangeable dividends.
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Exchange by Holder
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At any time after the distribution date, holders of exchangeable shares shall have the right to exchange all or a portion of their exchangeable shares for one unit per exchangeable share held (subject to adjustment in the event of certain dilutive or other capital events by BBUC or the partnership) or its cash equivalent based on the NYSE closing price of one unit on the date of the request for exchange (or if not a trading day, the next trading day thereafter) plus all unpaid dividends, if any (the form of payment to be determined at the election of BBUC). See “Exchanges of Exchangeable Shares for Units — Primary Exchange Rights — Adjustments to Reflect Certain Capital Events”.
The partnership may elect to satisfy BBUC’s exchange obligation by acquiring all of the tendered exchangeable shares for one unit per exchangeable share held (subject to adjustment in the event of certain dilutive or other capital events by BBUC or the partnership) or its cash equivalent based on the NYSE closing price of one unit on the date that the request for exchange is received by BBUC’s transfer agent (or if not a trading day, the next trading day thereafter) plus all unpaid dividends, if any (the form of payment to be determined at the election of the partnership). See “Exchanges of Exchangeable Shares for Units — Primary
|
| | N/A | |
| | |
EXCHANGEABLE SHARES
|
| |
UNITS
|
|
| | | Exchange Rights — Adjustments to Reflect Certain Capital Events”. | | | | |
Redemption by Issuer
|
| |
BBUC’s board of directors will have the right upon sixty (60) days’ prior written notice to holders of exchangeable shares to redeem all of the then outstanding exchangeable shares at any time and for any reason, in its sole discretion subject to applicable law, including without limitation following the occurrence of certain redemption events described in “Exchanges of Exchangeable Shares for Units — Redemption”. In addition, the holder of BBUC class B shares may deliver a notice to BBUC specifying a redemption date upon which BBUC shall redeem all of the then outstanding exchangeable shares, and upon sixty (60) days’ prior written notice from BBUC to holders of the exchangeable shares and without the consent of holders of exchangeable shares, BBUC shall be required to redeem all of the then outstanding exchangeable shares on such redemption date, subject to applicable law.
Upon any such redemption event, the holders of exchangeable shares shall be entitled to one unit per exchangeable share held (subject to adjustment in the event of certain dilutive or other capital events by BBUC or the partnership) or its cash equivalent based on the NYSE closing price of one unit on the trading day immediately preceding the announcement of such redemption plus all unpaid dividends, if any (the form of payment to be determined at the election of BBUC). See “Exchanges of Exchangeable Shares for Units — Primary Exchange Rights — Adjustments to Reflect Certain Capital Events”.
|
| | N/A | |
| | | Upon any liquidation, dissolution or winding up of the partnership, including where substantially concurrent with a liquidation, dissolution or winding up of BBUC, all of the then outstanding exchangeable shares of BBUC will be automatically redeemed by BBUC on the day prior to the liquidation, dissolution or winding up of the partnership. Each holder of exchangeable shares shall be entitled to one unit per exchangeable | | | | |
| | |
EXCHANGEABLE SHARES
|
| |
UNITS
|
|
| | | share held (subject to adjustment in the event of certain dilutive or other capital events by BBUC or the partnership) or its cash equivalent based on the NYSE closing price of one unit on the trading day immediately preceding the announcement of such liquidation, dissolution or winding up of the partnership (the form of payment to be determined at the election of BBUC) plus all unpaid dividends. See “Exchanges of Exchangeable Shares for Units — Primary Exchange Rights — Adjustments to Reflect Certain Capital Events”. | | | | |
Qualification
|
| | N/A | | | If the partnership’s general partner determines in its sole discretion that it is no longer in the partnership’s best interests to continue as a partnership for U.S. federal income tax purposes, the partnership’s general partner may elect to treat partnership as an association or as a publicly traded partnership taxable as a corporation for U.S. federal (and applicable state) income tax purposes. | |
Liquidation
|
| | Upon any liquidation, dissolution or winding up of BBUC, and subject to the prior rights of holders of preferred shares and any other class of shares of BBUC ranking in priority or ratably with the exchangeable shares and after the payment in full to (i) any holder of exchangeable shares or BBUC class C shares that has submitted a notice of the exercise of the exchange rights described above at least ten (10) days prior to the date of the liquidation, dissolution or winding up (or in the case of the BBUC class B shares, thirty (30) days prior to the date of the liquidation, dissolution or winding up) and (ii) any unpaid dividends, the holders of exchangeable shares shall be entitled to one unit per exchangeable share held (subject to adjustment in the event of certain dilutive or other capital events by BBUC or the partnership described in this prospectus) or its cash equivalent based on the NYSE closing price of one unit on the trading day immediately preceding announcement of such liquidation, dissolution or winding up (the form of payment to be determined at the election of BBUC). If, upon any such liquidation, dissolution or winding | | |
The partnership will terminate upon the earlier to occur of: (i) the date on which all of the partnership’s assets have been disposed of or otherwise realized by the partnership and the proceeds of such disposals or realizations have been distributed to partners; (ii) the service of notice by the partnership’s general partner, with the special approval of a majority of its independent directors, that in its opinion the coming into force of any law, regulation or binding authority renders illegal or impracticable the continuation of the partnership; and (iii) at the election of the partnership’s general partner, if the partnership, as determined by the partnership’s general partner, is required to register as an “investment company” under the Investment Company Act of 1940, as amended, or similar legislation in other jurisdictions.
The partnership will be dissolved upon the withdrawal of the partnership’s general partner as the general partner of the partnership (unless a successor entity becomes the general partner pursuant to the partnership’s limited partnership
|
|
| | |
EXCHANGEABLE SHARES
|
| |
UNITS
|
|
| | |
up, the assets of BBUC are insufficient to make such payment in full, then the assets of BBUC will be distributed among the holders of exchangeable shares ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive.
Notwithstanding the foregoing, upon any liquidation, dissolution or winding up of BBUC, the partnership may elect to acquire all of the outstanding exchangeable shares for one unit per exchangeable share held (subject to adjustment in the event of certain dilutive or other capital events by BBUC or the partnership) plus all unpaid dividends, if any. See “Exchanges of Exchangeable Shares for Units — Primary Exchange Rights — Adjustments to Reflect Certain Capital Events”. The acquisition by the partnership of all the outstanding exchangeable shares will occur on the day prior to the effective date of the liquidation, dissolution or winding up of BBUC.
|
| | agreement) or the date on which any court of competent jurisdiction enters a decree of judicial dissolution of the partnership or an order to wind-up or liquidate the partnership’s general partner without the appointment of a successor in compliance with the partnership’s limited partnership agreement. The partnership will be reconstituted and continue without dissolution if within thirty (30) days of the date of dissolution (and provided a notice of dissolution has not been filed with the Bermuda Monetary Authority), a successor general partner executes a transfer deed pursuant to which the new general partner assumes the rights and undertakes the obligations of the general partner, but only if the partnership receives an opinion of counsel that the admission of the new general partner will not result in the loss of limited liability of any limited partner. | |
| | | | | | Upon the partnership’s dissolution, unless the partnership is continued as a new limited partnership, the liquidator authorized to wind-up the partnership’s affairs will, acting with all of the powers of the partnership’s general partner that the liquidator deems necessary or appropriate in its judgment, liquidate the partnership’s assets and apply the proceeds of the liquidation first, to discharge the partnership’s liabilities as provided in its limited partnership agreement and by law, and thereafter to the partners pro rata according to the percentages of their respective partnership interests as of a record date selected by the liquidator. The liquidator may defer liquidation of the partnership’s assets for a reasonable period of time or distribute assets to partners in kind if it determines that an immediate sale or distribution of all or some of the partnership’s assets would be impractical or would cause undue loss to the partners. | |
Conversion
|
| | At any time after the distribution date, the partnership, or any of its controlled subsidiaries, will be entitled to convert | | | N/A | |
| | |
EXCHANGEABLE SHARES
|
| |
UNITS
|
|
| | | each held exchangeable share to a BBUC class C share on a one-for-one basis. | | | | |
Fiduciary Duties
|
| | The directors of BBUC have three principal responsibilities under the BCBCA and the BBUC articles, being (i) the duty to manage, (ii) the fiduciary duty, which is to act honestly and in good faith with a view to the best interests of BBUC, and (iii) the duty of care, which is to exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances. | | | A general partner is required to act in good faith and in a manner which it reasonably believes to be in the best interests of a partnership. The partnership’s limited partnership agreement contains various express provisions that modify, waive and/or limit the fiduciary duties that might otherwise be owed to the partnership and the limited partners. These modifications inter alia restrict the remedies available for actions that might otherwise constitute a breach of fiduciary duty and permit the general partner of the partnership to take into account the interests of third parties, including Brookfield, when resolving conflicts of interest. | |
Protection of Shareholders
|
| | Under the BCBCA, pursuant to the oppression remedy, any holder of exchangeable shares may apply to court for an order where the affairs of BBUC are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner that is oppressive to one or more shareholders, or where there has been some act of BBUC that is unfairly prejudicial to one or more of the shareholders. Under the BCBCA, pursuant to the derivative action remedy, a shareholder (including a beneficial shareholder) may bring an action in the name of and on behalf of BBUC to enforce a right, duty or obligation owed to BBUC that could be enforced by BBUC itself or to obtain damages for any such breach of right, duty or obligation. | | |
There is no oppression remedy or derivative action remedy available under the Bermuda Limited Partnership Act 1883 and the Bermuda Exempted Partnerships Act 1992.
Furthermore, the partnership’s limited partnership agreement also stipulates that unless otherwise determined by the general partner of the partnership, a Person (as defined in the partnership’s limited partnership agreement) shall not have pre-emptive, preferential or other similar rights in respect to the issuance of a unit.
|
|
Takeover Bids. Issuer Bids and Tender Offers
|
| | The exchangeable shares are not units and will not be treated as units for purposes of the application of applicable Canadian or U.S. rules relating to takeover bids, issuer bids and tender offers. As a result, holders of exchangeable shares will not be entitled to participate in an offer or bid made to acquire units unless such offer has been extended to holders of exchangeable shares. | | | The units are not exchangeable shares and will not be treated as exchangeable shares for purposes of the application of applicable Canadian or U.S. rules relating to takeover bids, issuer bids and tender offers. As a result, holders of units will not be entitled to participate in an offer or bid made to acquire the exchangeable shares unless such offer has been extended to holders of units. | |
Choice of Forum for Securities Act Claims
|
| | BBUC’s articles provide that unless BBUC consents in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the | | | The limited partnership agreement of the partnership will be amended on the closing of the special distribution to provide that unless the partnership | |
| | |
EXCHANGEABLE SHARES
|
| |
UNITS
|
|
| | | fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. In the absence of this provision, under the Securities Act, U.S. federal and state courts have been found to have concurrent jurisdiction over suits brought to enforce duties or liabilities created by the Securities Act. This choice of forum provision will not apply to suits brought to enforce duties or liabilities created by the Exchange Act and could be found to be inapplicable or unenforceable if it is challenged in a legal proceeding or otherwise. | | | consents in writing to the selection of an alternative forum, the federal district courts of the United States shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. In the absence of this provision, under the Securities Act, U.S. federal and state courts have been found to have concurrent jurisdiction over suits brought to enforce duties or liabilities created by the Securities Act. This choice of forum provision will not apply to suits brought to enforce duties or liabilities created by the Exchange Act and could be found to be inapplicable or unenforceable if it is challenged in a legal proceeding or otherwise. | |
Selling Securityholder
|
| |
Units
Beneficially Owned(1) |
| |
Percentage of Units
Outstanding(2) |
| |
Maximum Number
of Units That May Be Delivered upon Exchange of Exchangeable Shares by Brookfield Pursuant to the Rights Agreement |
| |
Percentage After
Maximum Number of Units are Delivered upon Exchange of Exchangeable Shares by Brookfield Pursuant to the Rights Agreement |
| ||||||||||||
Brookfield Asset Management
Inc.(3) |
| | | | 94,489,747 | | | | | | 63.7% | | | | | | 74,200,000 | | | | | | 13.7%(4) | | |
|
SEC registration fee
|
| | | $ | 341,673.38 | | |
|
Transfer agent fees
|
| | | | 20,000.00 | | |
|
Legal fees and expenses
|
| | | | 30,000.00 | | |
|
Accounting fees and expenses
|
| | | | 30,000.00 | | |
|
Total
|
| | | $ | 421,673.38 | | |
| | | |
BROOKFIELD BUSINESS PARTNERS L.P.,
by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED |
| |||
| | | | By: | | |
/s/ Jane Sheere
Name: Jane Sheere
Title:
Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Cyrus Madon
Cyrus Madon
|
| |
Chief Executive Officer of Brookfield Private
Equity L.P., a service provider to the Registrant (Principal Executive Officer) |
| |
August 12, 2021
|
|
|
/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) |
| |
August 12, 2021
|
|
|
/s/ Jeffrey Blidner
Jeffrey Blidner
|
| |
Director of
Brookfield Business Partners Limited |
| |
August 12, 2021
|
|
|
/s/ David Court
David Court
|
| |
Director of
Brookfield Business Partners Limited |
| |
August 12, 2021
|
|
|
/s/ Stephen Girsky
Stephen Girsky
|
| |
Director of
Brookfield Business Partners Limited |
| |
August 12, 2021
|
|
|
/s/ David Hamill
David Hamill
|
| |
Director of
Brookfield Business Partners Limited |
| |
August 12, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Anne Ruth Herkes
Anne Ruth Herkes
|
| |
Director of
Brookfield Business Partners Limited |
| |
August 12, 2021
|
|
|
/s/ John Lacey
John Lacey
|
| |
Director of
Brookfield Business Partners Limited |
| |
August 12, 2021
|
|
|
/s/ Don Mackenzie
Don Mackenzie
|
| |
Director of
Brookfield Business Partners Limited |
| |
August 12, 2021
|
|
|
/s/ Patricia Zuccotti
Patricia Zuccotti
|
| |
Director of
Brookfield Business Partners Limited |
| |
August 12, 2021
|
|
| | | | BROOKFIELD BBP US HOLDINGS LLC | | |||
| | | | By: | | |
/s/ Craig Laurie
Name: Craig Laurie
Title: President |
|
| | | |
Brookfield Business Partners L.P.
73 Front Street Hamilton Bermuda HM 11 |
| |
Email CLangley@applebyglobal.com
Direct Dial +1 441 298 3202
|
|
| | | | Ladies and Gentlemen | | |||
|
|
| |
Brookfield Business Partners L.P.
|
| |||
| We have acted as legal advisers as to matters of Bermuda law to Brookfield Business Partners L.P., an exempted limited partnership organized under the laws of the Islands of Bermuda (Partnership). We have been requested to render this opinion in connection with the following: | | ||||||
| 1. | | |
a registration statement on Form F-3 (as may be amended, the Registration Statement) filed with the Securities and Exchange Commission (SEC) on the date hereof pursuant to the U.S. Securities Act of 1933, as amended (Securities Act), relating to the issuance by the Partnership or the delivery by Brookfield Asset Management Inc. (BAM) or Brookfield Business Corporation (BBUC) from time to time of the Partnership’s non-voting limited partnership units (Units), in each case, in connection with the exchange, redemption or acquisition, as applicable, from time to time of Class A Exchangeable Subordinate Voting Shares (Class A Shares) of BBUC to be outstanding following the Special Distribution (as defined in the Prospectus (defined below)); and
|
| |||
| | | | 2. | | |
the prospectus contained in the Registration Statement (as each prospectus may be amended, collectively, the Prospectus).
|
|
| | | | 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; | |
|
| | ||||||
| 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. | | |
the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have searched or enquired or have caused searches 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 Company and Partnership Searches and the Litigation Search is accurate and complete in all respects and such information has not been materially altered since the date and time of the Company and Partnership Searches and the Litigation Search;
|
|
| | | | 7. | | |
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; and
|
|
| | | | 8. | | |
any amendment to the Registration Statement and the Prospectus is properly authorized by the Partnership and the terms and transactions contemplated by any such amendment adopted would not be inconsistent with the Resolutions and the terms and transactions contemplated by the Prospectus and the Registration Statement as of the date hereof.
|
|
| | | | 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. | | |
The issue of the Units by the Partnership upon the exchange, redemption or acquisition, as applicable, of Class A Shares has been duly authorized by all necessary action on the part of the Partnership and when 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 the Prospectus and the Registration Statement (including any documents incorporated by reference therein) and the Constitutional Documents (defined below), the Units to be issued by the Partnership upon such exchange, redemption or acquisition will be validly issued, fully paid and non-assessable Units of the Partnership.
|
|
| | | | 3. | | |
The issue of the Units upon the redemption of redeemable/exchangeable partnership units of Brookfield Business L.P. has been duly authorized by all necessary action on the part of the Partnership and when 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 the Prospectus and the Registration Statement (including any documents incorporated by reference therein) and the Constitutional Documents, the Units to be issued by the Partnership upon such redemption and delivered by BAM upon exchange of Class A Shares will be validly issued, fully paid and non-assessable units of the Partnership.
|
|
|
|
|
| | | | 4. | | |
The Units to be delivered by BAM upon the exchange of Class A Shares are 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. | | |
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 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 such 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 of the Partnership, to satisfy claims of creditors of the Partnership, or otherwise.
|
|
| | | | 4. | | |
The Limited Partnership Act 1883 (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. | | |
In opinion 1. above, the term “good standing” means only that the Partnership has received a Certificate of Compliance from the Registrar of Companies in Hamilton, Bermuda which confirms that it has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax.
|
|
| | | | 9. | | |
In order to issue this opinion we have carried out the Company and Partnership Searches as referred to in the Schedule and have not enquired as to whether there has been any change since the date of such searches.
|
|
| | | | 10. | | |
In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule and have not enquired as to whether there has been any change since the date of such search.
|
|
|
|
|
| | | | 11. | | |
Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court and of the Register of Mortgages maintained at the office of the Registry General are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal:
|
|
| | | | 11.1 | | |
details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court or the Registry General would have or should have been disclosed on the public file, the Causes Book or the Judgment Book or the Register of Mortgages, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book, Judgment Book or the Register of Mortgages;
|
|
| | | | 11.2 | | |
details of matters which should have been lodged for filing or registration at the Registrar of Companies, the Registry of the Supreme Court or the Registry General but have not been lodged for filing or registration at the date the search is concluded;
|
|
| | | | 11.3 | | |
whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded;
|
|
| | | | 11.4 | | |
whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or
|
|
| | | | 11.5 | | |
whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Act.
|
|
| | | | 12. | | |
With respect to opinions 2, 3 and 4, we have relied upon statements and representations made to us in the Officer Certificate provided to us by an authorised officer of the General Partner for the purposes of this opinion. We have made no independent verification of the matters referred to in the Officer Certificate, and we qualify such opinions to the extent that the statements or representations made in the Officer Certificate are not accurate in any respect.
|
|
| | | | 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 and further consent to the reference to our firm under the caption “Legal Matters” in the Prospectus.
|
| |||
| | | |
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 facts or circumstances should change.
|
| |||
| | | | Yours faithfully | | |||
| | | | /s/ Appleby (Bermuda) Limited | | |||
| | | | Appleby (Bermuda) Limited | | |||
|
|
|
| | | |
SCHEDULE
|
| |||
| | | | 1. | | |
The respective electronic extracts provided to us by the office of the Registrar of Companies each dated 11 August 2021 in respect of Brookfield Business Partners Limited, the general partner of the Partnership (General Partner) and the Partnership on their files maintained at office of the Registrar of Companies (collectively, the Company and Partnership Searches).
|
|
| | | | 2. | | |
An electronic record of the Cause and Judgment Book which is updated by electronic records of the Cause and Judgment Book distributed by the Supreme Court to law firms at 3pm each Tuesday and Friday. We last received such update on 11 August 2021 reflecting the Cause and Judgement Book of the Supreme Court maintained at the Registry of the Supreme Court in Hamilton, Bermuda as at 10 August 2021 (Litigation Search).
|
|
| | | | 3. | | |
Copy of 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).
|
|
| | | | 4. | | |
In respect of the Partnership, the Certificate of Registration of an Exempted and Limited Partnership and supplements thereto.
|
|
| | | | 5. | | |
Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws of the General Partner (General Partner Constitutional Documents, together with the Limited Partnership Documents, Constitutional Documents).
|
|
| | | | 6. | | |
Copies of the minutes of a meeting of the board of directors of the General Partner held on 28 July 2021 (Resolutions).
|
|
| | | | 7. | | |
Copies of officer certificates each dated 12 August 2021 and signed by an officer of the General Partner in respect of the Resolutions and in respect of the Units (Officer Certificate).
|
|
| | | | 8. | | |
Certificates of Compliances each dated 11 August 2021 in respect of the Partnership and the General Partner, each issued by the Registrar of Companies.
|
|
| | | | 9. | | | Copy of the Registration Statement. | |
| | | | 10. | | | Copy of the Prospectus. | |