Brookfield Business Partners Completes Unit Split and Creation of Brookfield Business Corporation
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BROOKFIELD, NEWS, March 15, 2022 (GLOBE NEWSWIRE) — Brookfield Business Partners LP (“Brookfield Business Partners” or “BBU”) (NYSE: BBU; TSX: BBU.UN) and Brookfield Business Corporation (“BBUC”) (NYSE , TSX: BBUC) today announced the completion of the previously announced formation of BBUC. From an economic and accounting perspective, the special distribution was analogous to a unit split in that it did not result in any underlying change in overall cash flows or net asset value except for the adjustment of the total number of units/shares outstanding.
“We are thrilled to complete the creation of Brookfield Business Corporation and support the continued growth of our business,” said Cyrus Madon, CEO of Brookfield Business Partners. “BBUC provides greater flexibility to invest in our business through a corporate structure and should enhance our index inclusion to further broaden our ownership base.”
Each holder of BBU Limited Partnership Units (“BBU Units”) of record on March 7, 2022 received one (1) Class A Exchangeable Subordinate Voting Share (each a “Share”) of BBUC for each tranche of two (2) units of BBU held. Unitholders of Brookfield Business Partners now own approximately 25,800,000 shares, or 35.3% of the issued and outstanding shares of Brookfield Business Corporation, with Brookfield Asset Management Inc. and its affiliates holding 64.7% of the remaining shares. The shares began trading normally on the Toronto Stock Exchange and the New York Stock Exchange under the symbol “BBUC”.
For Beneficial Unitholders who hold their BBU Units in an account with a broker or other intermediary, their account will be automatically updated to reflect the receipt of the Shares.
Unitholders of BBU will receive a cash payment in lieu of any fractional shareholding. The five-day volume-weighted average trading price of the shares immediately following the special distribution will be used to determine the value of any fractional interest in a share.
As contemplated in BBUC’s final prospectuses filed with the United States Securities and Exchange Commission dated March 1, 2022 and the Ontario Securities Commission dated February 24, 2022, the board of directors of BBUC is comprised of the following nine directors: Jeffrey Blidner (Chairman), John Lacey (Independent Leader) David Court, Stephen Girsky, David Hamill, Anne Ruth Herkes, Don Mackenzie, Michael Warren and Patricia Zuccotti. For biographical information on the directors of BBUC, please see the section entitled “Governance” beginning on page 116 of the US Final Prospectus and page 117 of the Canadian Final Prospectus.
Shareholders are encouraged to read the investor materials relating to Brookfield Business Corporation which are available on its website. Questions regarding the special distribution can be directed to [email protected]. Further details regarding Brookfield Business Corporation’s operations are set forth in its regulatory filings. Copies of Brookfield Business Corporation’s regulatory filings may be obtained from the SEC’s website at www.sec.gov and on the SEDAR profile of Brookfield Business Corporation at www.sedar.com.
Brookfield Business Partners is a business and industrial services company focused on owning and operating high-quality businesses that enjoy a strong competitive position and provide essential products and services.
Brookfield Business Partners is the flagship publicly traded business services and industrials company of Brookfield Asset Management, a leading global alternative asset manager with approximately $690 billion in assets under management. More information is available at www.brookfield.com.
Brookfield Business Partners is listed on the New York and Toronto stock exchanges. For more important information, please visit our website at https://bbu.brookfield.com.
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CAUTION REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION
Note: This press release contains “forward-looking information” within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of applicable Canadian and United States securities laws. Forward-looking statements include statements that are predictive in nature, depend on or refer to future events or conditions, include statements regarding operations, activities, financial condition, expected financial results, performance, prospects, opportunities, Brookfield Business Partners’ priorities, targets, objectives, objectives, strategies and outlook, as well as the outlook for North American and international economies for the current fiscal year and beyond, and include words such as “expects”, “anticipates”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “plans” or negative versions of these -ci and other similar expressions, or future or conditional verbs such as “may”, “shall”, “should”, “would”, and “could”.
Although we believe that our anticipated future results, performance or achievements expressed or implied by forward-looking statements and information are based on reasonable assumptions and expectations, readers should not place undue reliance on forward-looking statements and information, as they involve known information and unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the actual results, performance or achievements of Brookfield Business Partners to differ materially from the results, performance or achievements anticipated future expressed or implied by such forward-looking statements and information.
Factors that could cause actual results to differ materially from those contemplated or implied by the forward-looking statements include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in the countries in which we operate; including as a result of the ongoing novel coronavirus (SARS-CoV-2) pandemic, including all variants of SARS-CoV-2 (collectively, “COVID-19”); the behavior of financial markets, including interest rate and currency exchange rate fluctuations; global equity and capital markets and the availability of equity and debt financing and refinancing in such markets; strategic actions, including provisions; the ability to effectively complete and integrate acquisitions into existing operations and the ability to achieve expected benefits; changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates); the ability to adequately manage human capital; the effect of applying future accounting changes; business competition; operational and reputational risks; technological change; changes in government regulations and laws in the countries in which we operate; government investigations; litigation; changes in tax laws; ability to collect amounts due; catastrophic events, such as earthquakes; hurricanes and pandemics/epidemics; the possible impact of international conflicts and other developments, including acts of terrorism and cyberterrorism; and other risks and factors detailed from time to time in our filings with securities authorities in Canada and the United States.
In addition, our future results may be affected by various government-imposed economic restrictions resulting from the ongoing COVID-19 pandemic and related global reduction in trade and travel and substantial stock market volatility around the world, which may negatively impact our revenues, affect our ability to identify and complete future transactions, impact our liquidity position and result in reduced cash flows and impairments and/or revaluations on our investments and assets , and therefore we may be unable to achieve our expected returns. See “Risks Associated with the COVID-19 Pandemic” in the “Risk Factors” section included in our MD&A on Financial Condition and Results of Operations in our Form 20-F for the year ended December 31 2020 and other risks. and the factors described therein and described in the United States registration statement and final prospectus filed in connection with the special distribution of Shares.
We draw your attention to the fact that the foregoing list of important factors that could affect future results is not exhaustive. When relying on our forward-looking statements, investors and others should carefully consider the foregoing factors as well as other uncertainties and potential events. Except as required by law, Brookfield Business Partners undertakes no obligation to publicly update or revise any forward-looking statements or information, whether written or oral, which may arise as a result of new information, future events or otherwise.
Source: Brookfield Business Partners; Brookfield Business Corporation