BROOKFIELD, NEWS, Aug. 2, 2021 (GLOBE NEWSWIRE) – Brookfield Business Partners LP (“Brookfield Business Partners” or “BBU”) (NYSE: BBU; TSX: BBU.UN) today announced its intention to become a Canadian company are founded to give investors more flexibility to invest in the globally diversified services and industrial activities of BBU and the return targets associated with BBU’s growth strategy.
Brookfield Business Partners intends to distribute Class A shares of the new company Brookfield Business Corporation (“BBUC”) to existing shareholders. From an economic and accounting point of view, the transaction is equivalent to a share split as it does not result in any underlying change in the aggregated cash flows or net asset value of BBU other than the adjustment for the number of shares outstanding.
“Establishing BBUC is important to support the continued growth of our business and strengthen our capital markets,” said Cyrus Madon, chief executive officer of Brookfield Business Partners. “We expect that BBUC as a company will increase the attractiveness of BBU for new investors and increase our eligibility for inclusion in several major indices for which BBU is out of the question today.”
Class A shares are structured to be economically equivalent to BBU shares. Class A shares are intended to enable investors to have an equivalent economic exposure to BBU through a corporate structure. Each BBUC share has the same distribution as a BBU unit and can be exchanged for a BBU unit at the option of the shareholder.
Shareholders are expected to receive one BBUC Class A share in the form of a special distribution for every two BBU shares they hold.
After the special payout is complete, the annual dividend of $ 0.25 per unit on BBU shares will not change and we intend to pay an annual dividend of $ 0.25 per BBUC exchangeable share. As a result, the total distributions to Shareholders and Exchange Shares will be 50% higher.
Torys LLP is acting as legal advisor to Brookfield Business Partners on this transaction.
The majority of BBUC Class A shares will be held by the owners of Brookfield Business Partners units immediately after the effective split. Brookfield Business Partners will own all of BBUC’s Class B and C shares. Class A and B shares will control 25% and 75%, respectively, of the total voting rights of BBUC shares. BAM, as a shareholder in Brookfield Business Partners, is expected to hold approximately 64% of BBUC Class A shares, which corresponds to its actual ownership of the Brookfield Business Partners entities. BBUC intends to apply for listing of its Class A shares on the NYSE in the United States and on the TSX in Canada. Brookfield Business Partners expects to complete the special distribution by the end of 2021, subject to normal regulatory approvals.
A registration statement (including a prospectus) has been filed with the US Securities and Exchange Commission (the “SEC”) and a preliminary prospectus has been filed with the Canadian Securities and Exchange Commission in connection with this transaction. You should read the registration statement and prospectus, as well as other documents filed with the SEC and Canadian securities regulators for more complete information about the transaction. You can obtain these documents free of charge by visiting EDGAR on the SEC website at www.sec.gov or SEDAR at www.sedar.com. Alternatively, a copy of the prospectus can be sent to you free of charge on request using the contact details below.
Brookfield business partner is a business services and industrial company focused on owning and operating high quality businesses that benefit from barriers to entry and / or low production costs.
Brookfield Business Partners is the leading publicly traded corporate services and industrial company of Brookfield Asset Management, a leading global alternative asset manager with over $ 600 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.
For more information, please contact:
CAUTION ON FORWARD-LOOKING STATEMENTS AND INFORMATION
Note: This press release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian provincial and US securities laws. Forward-looking statements and information include statements that are forward-looking, dependent on or relating to future events or conditions, including statements about the company’s operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, goals , Goals, the ongoing goals, strategies and prospects of Brookfield Business Partners and the prospects for the North American and international economies for the current fiscal year and subsequent periods and include words such as “expected”, “expected”, “planet”, “believes”, “Estimates”, “seeks”, “intends”, “aims”, “projected”, “forecast” or negative versions thereof and other similar expressions or future or conditional verbs such as “may”, “will”, “should”, ” would ”and“ could ”. Forward-looking statements and information in this press release include statements regarding the formation of BBUC and the special distribution of BBUC Class A shares, expectations of future distributions and dividends, expectations of BBUC’s eligibility for inclusion in the Index , Expectations of improved capital market follow-up and expansion attractiveness to new investors, and expectations of future performance and prospects for BBUC and Brookfield Business Partners following the sale of BBUC Class A shares. Although we believe that our expected future results, Performance or accomplishments expressed or implied in the forward-looking statements and information are based on reasonable assumptions and expectations the reader should not place undue reliance on forward-looking statements and information as they involve known and unknown risks, uncertainties, and the like and other factors, many of which are beyond our control, which could cause the actual results, performance or accomplishments of Brookfield business partners to differ materially from the expected future results, performance or accomplishments expressed or implied in such forward-looking statements Information.
Factors that could cause actual results to differ materially from those anticipated or implied in forward-looking statements include, but are not limited to, the fact that there can be no guarantees that the stock exchanges on which BBUC publishes the If you wish to apply for listing of its class A, the listing of such shares cannot be guaranteed
Stocks or that BBUC will be included in indices or that all necessary regulatory approvals be obtained; the effects or unexpected effects of general economic, political and market factors in the countries in which we do business; also as a result of the ongoing novel coronavirus pandemic (“COVID-19”); the behavior of financial markets, including fluctuations in interest rates and exchange rates; global equity and capital markets and the availability of equity and debt financing and refinancing within those markets; strategic actions including dispositions; the ability to complete and effectively integrate acquisitions with existing operations and the ability to obtain anticipated benefits; Changes in accounting policies and methods used to report on financial condition (including uncertainties related to critical accounting assumptions and estimates); the ability to adequately manage human capital; the effects of applying future accounting changes; business competition; Operational and reputational risks; technological change; Changes in government regulation and legislation in the countries in which we operate; state investigations; Litigation; Changes in tax laws; Ability to collect amounts owed; catastrophic events such as earthquakes; Hurricanes and pandemics / epidemics; the potential impact of international conflict and other developments, including acts of terrorism and cyber terrorism; and other risks and factors that are listed from time to time in our filings with securities regulators in Canada and the United States.
In addition, our future results may be affected by the government-imposed economic restrictions due to the ongoing COVID-19 pandemic and the associated global reduction in trade and travel, and the significant volatility in global stock markets, which are having a negative impact on our earnings and affect our ability to identify and complete future transactions, affect our liquidity position and result in a decline in cash flows, impairment and / or revaluation of our investments and assets, and we may not be able to deliver our expected returns to achieve. See “Risks Associated with the COVID-19 Pandemic” in the “Risk Factors” section on our Form 20-F for the year ended December 31, 2020.
For more information about these known and unknown risks, please see the “Risk Factors” section on our Form 20-F for the year ended December 31, 2020 and other risks and factors described therein and the risks described in the US Registration Statement and the Prospectus filed in connection with the distribution of BBUC Class A shares.
Please note that the above list of important factors that could affect future results is not exhaustive. In reliance 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 statement or information, whether written or oral, that may arise from new information, future events or otherwise.
No securities regulatory authority has approved or disapproved the contents of this press release. This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy, nor will any sale of these securities be made in any state or jurisdiction in which such offer, solicitation or sale is unlawful would be prior to registration or qualification under the securities laws of such state or jurisdiction.