Explanatory Note
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D previously filed on
March 24, 2022 (the “Schedule 13D”) to reflect, among other things, (i) the removal of Brookfield Private Equity Direct Investments Holdings LP (“BPED”) as a Reporting Person, (ii) the addition of
BPEG BN Holdings LP (“BPEG”) as a Reporting Person and (iii) the transactions described in Item 4 of this Amendment No. 1.
Information and defined terms reported in the original Schedule 13D remain in effect except to the extent amended or superseded by information or defined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. 1.
Item 2. Identity and Background.
Item 2 of the original Schedule 13D is amended and supplemented as follows:
(a) BPEG, a limited partnership formed under the laws of Province of Ontario, is hereby added as a Reporting Person. BPED is hereby removed as a Reporting
Person. The original Schedule 13D is further amended to reflect the renaming of Brookfield Asset Management Inc. as “Brookfield Corporation”.
(b)-(c), (f) The principal business of BPEG is to serve as a special purpose entity for the purposes of making investments, including in the Issuer. The
principal business address of BPEG is Brookfield Place, 181 Bay Street, Suite 100, Toronto, Ontario M5J 2T3, Canada.
Schedules I to IV hereto set forth a
list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations and addresses, of BN, the BAM Partnership, BPEG and BBPL.
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.
(d)-(e) During the last five years, none of 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.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Item 4 of this Amendment No. 1 is hereby incorporated by reference into this Item 3.
Item 4. Purpose of Transaction.
Item 4 of
the original Schedule 13D is hereby supplemented as follows:
On September 26, 2024, wholly-owned subsidiaries of BN (the “BN
Parties”) transferred to wholly-owned subsidiaries of BNT, a paired entity to BN (the “BNT Parties”), an aggregate of 10,317,747 Class A Shares in exchange for a cash payment of $250,000,000 (the
“Class A Share Transfer”) and entered into financing arrangements with the BNT Parties pursuant to which the BN Parties transferred an aggregate of 32,271,082 Class A Shares (collectively, the
“Subject Securities”) to the BNT Parties (the “Subject Securities Transfer”) in exchange for a cash payment of $400,000,000 (the “Transfer Value”). Pursuant to these financing arrangements, the BN
Parties are obligated to repurchase the Subject Securities on September 25, 2025 or such earlier date that these arrangements are terminated in accordance with their terms, at a price equal to the Transfer Value plus a return calculated at a
rate of SOFR+1.75% per annum (the “Repurchase”). Unless an event of default has occurred under the financing arrangements, the BN Parties have the right to direct all decisions to be made with respect to voting of the Subject
Securities while held by the BNT Parties.
