|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
|
BROOKFIELD BUSINESS PARTNERS L.P. (Name of Issuer) |
Limited Partnership Units (Title of Class of Securities) |
G16234109 (CUSIP Numbers) |
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) |
03/27/2026 (Date of Event Which Requires Filing of This Statement) |
| CUSIP Number(s): | G16234109 |
| 1 |
Name of reporting person
BROOKFIELD CORPORATION |
| 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: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
207,007,465.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
207,007,465.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
207,007,465.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
100 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP Number(s): | G16234109 |
| 1 |
Name of reporting person
BROOKFIELD BUSINESS CORPORATION |
| 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
BRITISH COLUMBIA, CANADA
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
207,007,465.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
207,007,465.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
207,007,465.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
100 % |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| CUSIP Number(s): | 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: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
207,007,465.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
207,007,465.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
207,007,465.00 |
| 12 |
Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ |
| 13 |
Percent of class represented by amount in Row (11)
100 % |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| CUSIP Number(s): | 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: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
0.00 |
| 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 % |
| 14 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP Number(s): | 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: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
0.00 |
| 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 % |
| 14 |
Type of Reporting Person (See Instructions)
PN |
| CUSIP Number(s): | 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: | 7
Sole Voting Power:
0.00 8
Shared Voting Power:
0.00 9
Sole Dispositive Power:
0.00 10
Shared Dispositive Power:
0.00 |
| 11 |
Aggregate amount beneficially owned by each reporting person
0.00 |
| 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 % |
| 14 |
Type of Reporting Person (See Instructions)
PN |
| 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. 12 (this "Amendment No. 12") amends and supplements the Schedule 13D originally filed on June 30, 2016 (and as amended through Amendment No. 11 thereto, the "Schedule 13D") to reflect the transactions as described in Item 4 of this Amendment No. 12. Unless otherwise indicated, all references to "$" in this Schedule 13D are to U.S. dollars and "C$" are to Canadian dollars. Information and defined terms reported in the original Schedule 13D remain in effect except to the extent amended or superseded by information or defined terms contained in this Amendment No. 12. | |
| Item 2. | Identity and Background |
| (a) | Items 2(a)-(f) of the original Schedule 13D are hereby supplemented as follows:
BBUC shall be deemed a "Reporting Person" for purposes of this Schedule 13D, as amended hereby. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a 'group' within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the "Joint Filing Agreement") is attached hereto as Exhibit 99.1. |
| (b) | The principal business address of BBUC is 225 Liberty Street, 8th Floor, New York, NY 10281. |
| (c) | BBUC is a corporation organized under the laws of British Columbia, Canada. The principal business of BBUC is to serve as BN's primary public vehicle to own and operate business services and industrial operations on a global basis. |
| (d) | During the last five years, none of the Reporting Persons and, to their respective knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | The information set forth in Item 2(d) of this Schedule 13D is hereby incorporated herein by reference. |
| (f) | Schedule I sets forth the names of directors and executive officers (to be included as Scheduled Persons) of BBUC and their respective principal occupations, addresses and citizenships. |
| Item 4. | Purpose of Transaction |
Item 4 of the original Schedule 13D is hereby supplemented as follows:
On March 27, 2026, BBUC (formerly 1559985 B.C. Ltd.) completed the previously announced plan of arrangement (the "Arrangement") pursuant to which, among other things, (i) all Units, BBHC exchangeable shares and REUs were exchanged for newly issued class A subordinate voting shares of BBUC ("BBUC Class A Shares") on a one-for-one basis, (ii) the special limited partnership units of Holding LP, which were held by a subsidiary of Brookfield Asset Management Ltd., were exchanged for special non-voting incentive shares of BBUC ("Special Shares") on a one-for-one basis, (iii) BN exchanged its share of Brookfield Business Partners Limited, the general partner of BBU, for class B multiple voting shares of BBUC ("Class B Shares"), (iv) BBHC (formerly Brookfield Business Corporation) was renamed "Brookfield Business Holdings Corporation", (v) BBUC was renamed "Brookfield Business Corporation", and (vi) the BBUC Class A Shares will be listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol "BBUC" (the ticker symbol previously used for the BBHC exchangeable shares).
Following completion of the Arrangement, BN, Brookfield Wealth Solutions Ltd. (a paired entity to BN) ("BNT"), and their respective subsidiaries own 142,749,301 BBUC Class A Shares, representing 69.0% of the issued and outstanding BBUC Class A Shares, 4 Class B Shares, representing 100% of the issued and outstanding Class B Shares, and 4 Special Shares, representing 100% of the issued and outstanding Special Shares.
A Schedule 13D with respect to BBUC Class A Shares has been filed concurrently with this Amendment No. 12.
Upon completion of the Arrangement, the Issuer became a subsidiary of BBUC. In connection with the closing of the Arrangement, the Units will be delisted from the New York Stock Exchange, and the Issuer intends to file with the U.S. Securities and Exchange Commission a certification and notice on Form 15 with respect to the Units after the delisting and deregistration under Section 12(b) of the Act becomes effective. Once the Form 15 becomes effective, the Reporting Persons' reporting obligations with respect to the Units under Section 13(d) of the Act will cease. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) - (c) of the original 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 outstanding immediately prior to the Arrangement and assumes that all of the outstanding REUs and BBHC exchangeable shares are exchanged for Units (on a one-for-one basis). |
| (c) | Item 5(c) of Schedule 13D is hereby supplemented as follows:
From March 23 until March 26, 2026, BN purchased in open market transactions through the facilities of the New York Stock Exchange and Toronto Stock Exchange an aggregate of 98,088 Units at average prices ranging from $30.7678 (C$42.3825 converted to U.S. dollars at the Bank of Canada daily exchange rate of $1.00 = C$1.3761 on March 24, 2026) to $33.1115 (C$45.8710 converted to U.S. dollars at the Bank of Canada daily exchange rate of $1.00 = C$1.3844 on March 26, 2026) per Unit in accordance terms of the Issuer's previously announced normal course issuer bid. |
| (e) | Item 5(e) of Schedule 13D is hereby supplemented as follows:
On March 27, 2026, BNT BBU Holding LP and BPEG BN Holdings LP ceased to be beneficial owners of more than five percent of the Units. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the original Schedule 13D is hereby supplemented as follows:
The information set forth in Item 4 of this Amendment No. 12 is hereby incorporated by reference.
Upon completion of the Arrangement, the registration rights agreement dated June 1, 2016 between BBU and BN and the amended and restated rights agreement dated December 23, 2024 between BN and Wilmington Trust, National Association was automatically terminated.
Upon completion of the Arrangement, the voting agreement dated September 26, 2024 between BN and BNT in respect of the Units was amended to provide that all decisions to be made with respect to the voting of the BBUC Class A Shares held by subsidiaries of BNT will be made jointly by mutual agreement of the applicable BNT subsidiary and BN, other than with respect to any BBUC Class A Shares subject to financing arrangements between the applicable BNT subsidiary and wholly-owned subsidiaries of BN. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 of the original Schedule 13D is hereby supplemented as follows:
Exhibit 99.1 Joint Filing Agreement.
Exhibit 99.2 Schedule I. | |
| 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.
|
BROOKFIELD CORPORATION |
| Signature: | /s/ Swati Mandava | |
| Name/Title: | Swati Mandava, Managing Director, Legal and Regulatory | |
| Date: | 03/30/2026 |
BROOKFIELD BUSINESS CORPORATION |
| Signature: | /s/ A.J. Silber | |
| Name/Title: | A.J. Silber, Managing Director and Corporate Secretary | |
| Date: | 03/30/2026 |
BAM PARTNERS TRUST |
| Signature: | /s/ Kathy Sarpash | |
| Name/Title: | Kathy Sarpash, Secretary, BAM CLASS B PARTNERS INC., trustee to BAM PARTNERS TRUST | |
| Date: | 03/30/2026 |
BNT BBU HOLDING LP |
| Signature: | /s/ A.J. Silber | |
| Name/Title: | A.J. Silber, Director, BROOKFIELD BBU GP INC., general partner of BNT BBU HOLDING LP | |
| Date: | 03/30/2026 |
BPEG BN HOLDINGS LP |
| Signature: | /s/ A.J. Silber | |
| Name/Title: | A.J. Silber, Director, BROOKFIELD PRIVATE EQUITY INC., general partner of BPEG BN HOLDINGS LP | |
| Date: | 03/30/2026 |
BROOKFIELD TITAN HOLDINGS LP |
| Signature: | /s/ Ron Bloom | |
| Name/Title: | Ron Bloom, Managing Partner & Vice Chairman, TITAN CO-INVESTMENT GP, LLC, general partner of BROOKFIELD TITAN HOLDINGS LP | |
| Date: | 03/30/2026 |
Exhibit 99.1
JOINT FILING AGREEMENT
Pursuant to Rule 13(d)-1(k)(l) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of the limited partnership units of Brookfield Business Partners L.P.
Dated: March 30, 2026
| BROOKFIELD CORPORATION | |||
| By: | /s/ Swati Mandava | ||
| Name: | Swati Mandava | ||
| Title: | Managing Director, Legal and Regulatory | ||
| BROOKFIELD BUSINESS CORPORATION | |||
| By: | /s/ A.J. Silber | ||
| Name: | A.J. Silber | ||
| Title: | Managing Director and Corporate Secretary | ||
| BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC. | |||
| By: | /s/ Kathy Sarpash | ||
| Name: | Kathy Sarpash | ||
| Title: | Secretary | ||
| BPEG BN HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC. | |||
| By: | /s/ A.J. Silber | ||
| Name: | A.J. Silber | ||
| Title: | Director | ||
| BNT BBU HOLDING LP, by its general partner, BROOKFIELD BBU GP INC. | |||
| By: | /s/ A.J. Silber | ||
| Name: | A.J. Silber | ||
| Title: | Director | ||
| BROOKFIELD TITAN HOLDINGS LP, by its general partner, TITAN CO-INVESTMENT GP, LLC | |||
| By: | /s/ Ron Bloom | ||
| Name: | Ron Bloom | ||
| Title: | Managing Partner & Vice Chairman | ||
Exhibit 99.2
SCHEDULE I
BROOKFIELD BUSINESS CORPORATION
| Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
| Cyrus Madon, Executive Chairman | 225 Liberty Street, 8th Floor, New York, NY 10281 | Executive Chairman, Brookfield Private Equity Group | Canada | |||
| Jeffrey Blidner, Director | 225 Liberty Street, 8th Floor, New York, NY 10281 | Vice Chair, Brookfield Corporation | Canada | |||
| David Court, Director | 225 Liberty Street, 8th Floor, New York, NY 10281 | Director Emeritus, McKinsey & Company | Canada | |||
| Stephen Girsky, Director | 225 Liberty Street, 8th Floor, New York, NY 10281 | Managing Partner, VectoIQ LLC | United States | |||
| David Hamill, Director | 225 Liberty Street, 8th Floor, New York, NY 10281 | Corporate Director | Australia | |||
| Anne Ruth Herkes, Director | 225 Liberty Street, 8th Floor, New York, NY 10281 | Corporate Director | Germany | |||
| John Lacey, Lead Director | 225 Liberty Street, 8th Floor, New York, NY 10281 | Chairman, Doncaster Consolidated Ltd. | Canada | |||
| Don Mackenzie, Director | 225 Liberty Street, 8th Floor, New York, NY 10281 | Chairman and Owner of New Venture Holdings | Bermuda | |||
| Michael Warren, Director | 225 Liberty Street, 8th Floor, New York, NY 10281 | Founding Partner of DGA-Albright Stonebridge Group (ASG) | United States | |||
| Patricia Zuccotti, Director | 225 Liberty Street, 8th Floor, New York, NY 10281 | Corporate Director | United States | |||
| Anuj Ranjan, Chief Executive Officer | 225 Liberty Street, 8th Floor, New York, NY 10281 | Managing Partner, Brookfield Asset Management | Canada | |||
| Jaspreet Dehl, Chief Financial Officer | 225 Liberty Street, 8th Floor, New York, NY 10281 | Managing Partner, Brookfield Asset Management | Canada |