Brookfield Business Partners L.P. (“Brookfield Business Partners”
or “BBU”) (NYSE: BBU; TSX: BBU.UN) today announced that it has set
March 7, 2022 as the record date for the previously announced
special distribution of class A exchangeable subordinate voting
shares (the “Shares”) of Brookfield Business Corporation (“BBUC”).
From an economic and accounting perspective, the special
distribution will be analogous to a unit split as it does not
result in any underlying change to aggregate cash flows or net
asset value except for the adjustment for the aggregate number of
units/shares outstanding.
On March 15, 2022 the holders of BBU’s limited partnership units
(“BBU units”) of record as of March 7, 2022 will receive one (1)
class A exchangeable subordinate voting share (each a “Share”) of
BBUC for every two (2) BBU units held. The Shares are being
structured to be economically equivalent to BBU units. BBUC will
target to pay the same dividends per Share that are paid by BBU on
the BBU units, and each BBUC share will be exchangeable, at the
shareholder’s option, for one BBU unit. The class A shares are
intended to allow investors the ability to own the equivalent
economic exposure to BBU through a corporate structure.
BBU unitholders will receive a cash payment in lieu of any
fractional interests in a Share. 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 interests in a Share.
BBU and BBUC plan to file a final prospectus in respect of the
special distribution of the Shares. The registration statement
relating to the special distribution has not yet been declared
effective.
BBUC has received conditional approval to list the Shares on the
New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange
(the “TSX”) under the symbol BBUC. Listing of the Shares on the
NYSE and the TSX is subject to BBUC fulfilling all of the
requirements of the NYSE and the TSX, respectively.
The NYSE and the TSX will both implement “when-issued” and “due
bill” trading commencing March 4, 2022 and ending at the close of
business on March 15, 2022. During this time period, these
designations will impact how our securities trade on both
exchanges. Investors should be aware of the following features:
- Trades in “BBU” and “BBU.UN” on the NYSE and TSX, respectively,
will include the entitlement to receive Shares on March 15, 2022
(i.e., should trade on a pre-split basis).
- Trades in “BBUC WI” and “BBUC” on the NYSE and TSX,
respectively, will represent the Shares (i.e., should trade on a
split-adjusted basis), allowing a holder to buy and sell Shares
post-split. Accordingly, trades in “BBUC WI” or “BBUC” on or after
March 4, 2022 allow a person to trade the entitlement to receive
Shares without trading any BBU units he or she may hold. BBUC
expects “when-issued” trades of Shares to settle two (2) business
days after completion of the special distribution.
- Trades in “BBU WI” and “BBU.W” on the NYSE and TSX,
respectively, will represent units of BBU only (i.e., should trade
on a split-adjusted basis), allowing a holder to sell BBU units
post-split without concurrently selling the entitlement to receive
Shares on March 15, 2022. Accordingly, trades in “BBU WI” or
“BBU.W” on or after March 4, 2022 allow a person to trade BBU units
without trading any right to receive any Shares pursuant to the
special distribution.
Beginning on March 16, 2022, BBUC and BBU will trade under their
respective symbols on both exchanges.
Holders of the Shares will be entitled to dividends as and when
they are declared by the Board of Directors of BBUC. It is
anticipated that BBUC’s dividend policy will be to declare and pay
dividends on the Shares at the same time and in the same amount per
Share as distributions are declared and paid on a BBU unit. This
dividend policy has been set to provide holders of the Shares with
an economic return equivalent to holders of BBU units. Regarding
distributions on the BBU units and dividends on the Shares, BBU
unitholders and holders of the Shares should note the
following:
- Following completion of the special distribution and subject to
Board approval, there will be no change to the $0.25 per unit
annual distribution made on BBU units and BBUC will target to pay
the same annual dividends on each Share at the same time.
- BBUC anticipates that its first quarterly dividend will be paid
on June 30, 2022, subject to Board approval.
Brookfield Business Partners is a
business services and industrials company focused on owning and
operating high-quality businesses that benefit from a strong
competitive position and provide essential products and
services.
Brookfield Business Partners is the flagship
listed business services and industrials company of Brookfield
Asset Management, a leading global alternative asset manager with
approximately $690 billion of 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.
For more information, please contact:
Media:Sebastien Bouchard Tel: +1 (416)
943-7937Email: sebastien.bouchard@brookfield.com |
Investors:Alan FlemingTel: (416) 645-2736Email:
alan.fleming@brookfield.com |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND
INFORMATION
Note: This news release contains “forward-looking information”
within the meaning of Canadian provincial securities laws and
“forward-looking statements” within the meaning of applicable
Canadian and U.S. securities laws. Forward-looking statements
include statements that are predictive in nature, depend upon or
refer to future events or conditions, include statements regarding
the operations, business, financial condition, expected financial
results, performance, prospects, opportunities, priorities,
targets, goals, ongoing objectives, strategies and outlook of
Brookfield Business Partners, as well as the outlook for North
American and international economies for the current fiscal year
and subsequent periods, and include words such as “expects,”
“anticipates,” “plans,” “believes,” “estimates,” “seeks,”
“intends,” “targets,” “projects,” “forecasts” or negative versions
thereof and other similar expressions, or future or conditional
verbs such as “may,” “will,” “should,” “would” and “could.”
Although we believe that our anticipated future results,
performance or achievements expressed or implied by the
forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader should not
place undue reliance on forward-looking statements and information
because they involve known and unknown risks, uncertainties and
other factors, many of which are beyond our control, which may
cause the actual results, performance or achievements of Brookfield
Business Partners to differ materially from anticipated future
results, performance or achievement 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 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 do business; including as a result of the ongoing novel
coronavirus (SARS-CoV-2) pandemic, including any SARS-CoV-2
variants (collectively, “COVID-19”); the behavior of financial
markets, including fluctuations in interest and foreign exchange
rates; global equity and capital markets and the availability of
equity and debt financing and refinancing within these markets;
strategic actions including dispositions; the ability to complete
and effectively integrate acquisitions into existing operations and
the ability to attain 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 appropriately manage human capital; the
effect of applying future accounting changes; business competition;
operational and reputational risks; technological change; changes
in government regulation and legislation within the countries in
which we operate; governmental investigations; litigation; changes
in tax laws; ability to collect amounts owed; catastrophic events,
such as earthquakes; hurricanes and pandemics/epidemics; the
possible impact of international conflicts and other developments
including terrorist acts and cyber terrorism; and other risks and
factors detailed from time to time in our documents filed with the
securities regulators in Canada and the United States.
In addition, our future results may be impacted by various
government mandated economic restrictions resulting from the
ongoing COVID-19 pandemic and the related global reduction in
commerce and travel and substantial volatility in stock markets
worldwide, which may negatively impact our revenues, affect our
ability to identify and complete future transactions, impact our
liquidity position and result in a decrease of cash flows and
impairment losses and/or revaluations on our investments and
assets, and therefore we may be unable to achieve our expected
returns. See “Risks Associated with the COVID-19 Pandemic” in the
“Risk Factors” section included in our Management’s Discussion and
Analysis of Financial Condition and Results of Operations in our
Form 20-F for the year ended December 31, 2020 and the other risks
and factors that are described therein and that are described in
the U.S. registration statement that has been filed, and the final
prospectus that will be filed, in connection with the special
distribution of Shares.
We caution that the foregoing list of important factors that may
affect future results is not exhaustive. When relying on our
forward-looking statements, investors and others should carefully
consider the foregoing factors and 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,
that may be as a result of new information, future events or
otherwise.
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