Amendment: SEC Form SCHEDULE 13D/A filed by Brookfield Business Partners L.P. Limited Partnership Units
$BBU
Engineering & Construction
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)
|
Brookfield Business Partners L.P. (Name of Issuer) |
Limited Partnership Units (Title of Class of Securities) |
G16234109 (CUSIP Number) |
Swati Mandava Brookfield Corporation, Brookfield Place, 181 Bay Street, Suite 100 Toronto, A6, M5J 2T3 (416) 363-9491 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/06/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BROOKFIELD Corp /ON/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
142,552,877.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, amounts for Brookfield Corporation ('BN') includes (i) 374,533 limited partnership units ('Units') of Brookfield Business Partners L.P. (the 'Issuer') and 51,599,716 redemption-exchange units ('REUs') of Brookfield Business L.P. ('Brookfield Business L.P.') beneficially owned by subsidiaries of BN, and (ii) 43,333,752 Units held by subsidiaries of Brookfield Wealth Solutions Ltd. ('BNT'), a paired entity to BN. This amount also includes 47,244,876 class A exchangeable subordinate voting shares (the 'BBUC exchangeable shares') of Brookfield Business Corporation ('BBUC') beneficially owned by BN (through subsidiaries) and BNT.
In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming that only all of the REUs and BBUC exchangeable shares beneficially owned by BN and BNT are exchanged for Units (on a one-for-one basis), the percentage would be 76.0%.
SCHEDULE 13D
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| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BAM PARTNERS TRUST | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
142,552,877.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
67.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes Units, REUs and BBUC exchangeable shares beneficially owned by BN and BNT.
In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming that only all of the REUs and BBUC exchangeable shares beneficially owned by BN and BNT are exchanged for Units (on a one-for-one basis), the percentage would be 76.0%.
SCHEDULE 13D
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| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BNT BBU HOLDING LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
51,599,716.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes 51,599,716 REUs beneficially owned by Holding LP.
In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming no BBUC exchangeable shares and only REUs held by Holding LP are exchanged for Units, the percentage would be 36.7%.
SCHEDULE 13D
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| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BPEG BN HOLDINGS LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
23,535,005.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 8, 10 and 11 above, this amount includes 23,535,005 BBUC exchangeable shares owned by BPEG.
In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming only BBUC exchangeable shares held by BPEG are exchanged for Units, the percentage would be 20.9%.
SCHEDULE 13D
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| CUSIP No. | G16234109 |
| 1 |
Name of reporting person
BROOKFIELD TITAN HOLDINGS LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
374,533.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Row 13 above, percentage ownership is based on an aggregate of approximately 88,838,581 Units of the Issuer outstanding as of May 6, 2025. Percentage assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis). Assuming no REUs and no BBUC exchangeable shares are exchanged for Units (on a one-for-one basis), the percentage would be 0.4%.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Limited Partnership Units | |
| (b) | Name of Issuer:
Brookfield Business Partners L.P. | |
| (c) | Address of Issuer's Principal Executive Offices:
73 FRONT STREET, 5TH FLOOR, HAMILTON,
BERMUDA
, HM12. | |
Item 1 Comment:
Explanatory Note:
This Amendment No. 8 (this 'Amendment No. 8') to Schedule 13D amends and supplements the Schedule 13D originally filed on June 30, 2016 (and as amended through Amendment No. 7 thereto, the 'Schedule 13D') to reflect the change in percentage ownership of the Reporting Persons due to a change in the number of outstanding Units of the Issuer, as described in Item 4 of this Amendment No. 8.
Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars.
Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 8. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the original Schedule 13D is hereby supplemented as follows:
As of May 6, 2025, the aggregate number of Units of the Issuer outstanding was 88,838,581, which is a decrease of 2,016,892 Units from the 90,855,473 Units that were outstanding as of February 25, 2025. This decrease in the number of outstanding Units is due to unit repurchases by the Issuer pursuant to its normal course issuer bid. As a result of this decrease in the aggregate number of outstanding Units, the aggregate percentage of outstanding Units that the Reporting Persons may be deemed to beneficially own increased, as disclosed on the cover pages of this Amendment No. 8. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of Schedule 13D is hereby amended and restated as follows:
(a)-(b) The information relating to the beneficial ownership of the Units by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto (including the footnotes thereto) is incorporated by reference herein. Except as otherwise noted in the footnotes to the cover pages hereto, the percentage of Units of the Issuer is based on an aggregate number of Units of 88,838,581 outstanding as of May 6, 2025, and assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis) and includes (as applicable) Units, REUs and BBUC exchangeable shares beneficially owned by subsidiaries of BNT as described in Item 4 of Amendment No. 7 and Item 4 of Amendment No. 5 and subject to the voting arrangements described in Item 4 of Amendment No. 7. | |
| (b) | Item 5(b) of Schedule 13D is hereby amended and restated as follows:
The information set forth in Item 5(a) of this Schedule 13D is hereby incorporated herein by reference. | |
| (c) | Item 5(c) of Schedule 13D is hereby amended and restated as follows:
Other than the transactions described in Item 4 in this Amendment No. 8, there have been no transactions by the Reporting Persons in the Units during the past 60 days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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