Brookfield Business Partners L.P. (“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 creation of BBUC. From an
economic and accounting perspective, the special distribution was
analogous to a unit split as it did 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.
“We are pleased to complete the creation of Brookfield Business
Corporation and support the continued growth of our business,” said
Cyrus Madon, Chief Executive Officer 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’s 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 every two (2)
BBU units held. Brookfield Business Partners unitholders now own
approximately 25,800,000 Shares, or 35.3% of Brookfield Business
Corporation’s issued and outstanding Shares, with Brookfield Asset
Management Inc. and its affiliates holding 64.7% of the remaining
Shares. The Shares have commenced regular-way trading 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.
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.
As contemplated in BBUC’s final prospectuses filed with the U.S.
Securities and Exchange Commission dated March 1, 2022 and the
Ontario Securities Commission dated February 24, 2022, BBUC’s board
of directors comprises the following nine directors: Jeffrey
Blidner (Chair), John Lacey (Lead Independent) David Court, Stephen
Girsky, David Hamill, Anne Ruth Herkes, Don Mackenzie, Michael
Warren, and Patricia Zuccotti. For biographical information about
BBUC’s directors, please refer to the section entitled “Governance”
beginning on page 116 of the final U.S. prospectus and page 117 of
the final Canadian prospectus.
Additional Information
Shareholders are encouraged to read the investor materials
regarding Brookfield Business Corporation which are available on
its website. Questions regarding the special distribution can be
directed to bbu.enquiries@brookfield.com. Further details regarding
the operations of Brookfield Business Corporation are set forth in
its regulatory filings. Copies of Brookfield Business Corporation’s
regulatory filings may be obtained through the website of the SEC
at www.sec.gov and on Brookfield Business Corporation’s SEDAR
profile at www.sedar.com.
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
“Risks 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 and final prospectus that have been
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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