BXDIF Brookfield Corporation (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

BROOKFIELD BUSINESS PARTNERS L.P.

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

G16234109

(CUSIP Number)

Swati Mandava

Brookfield Corporation

Brookfield Place

181 Bay Street, Suite 100

Toronto, Ontario M5J 2T3

(416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 26, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 5 (this “Amendment No. 5”) to Schedule 13D amends and supplements the Schedule 13D originally filed on June 30, 2016 (and as amended through Amendment No. 4 thereto, the “Schedule 13D”) to reflect, among other things, (i) the addition of BPEG and BTH as Reporting Persons and (ii) the transactions described in Item 4 of this Amendment 5.

Unless otherwise indicated, all references to “$” in this Schedule 13D are to U.S. dollars.

Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 5.

Item 2. Identity and Background

Item 2 of the original Schedule 13D is amended and supplemented as follows:

(a) Each of Brookfield Private Equity Direct Investments Holdings LP (“BPED”) and Brookfield Titan Holdings LP (“BTH”) shall be deemed a “Reporting Person” for purposes of this Schedule 13D, as amended hereby. The 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. BPEG is a limited partnership formed under the laws of Province of Ontario. The principal business address of BPEG is Brookfield Place, 181 Bay Street, Suite 100, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada.

The principal business of BTH is to serve as a special purpose entity for the purposes of making investments, including in the Issuer. BTH is a limited partnership formed under the laws of State of Delaware. The principal business address of BTH is Brookfield Place, 181 Bay Street, Suite 100, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada.

Schedule I-V to this Amendment No. 5 sets forth a list of updated names of directors and executive officers of BN, the BAM Partnership, BPED, BPEG and BTH (to be included as “Scheduled Persons” for purposes of this Schedule 13D), and their respective principal occupations, addresses and citizenships.

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 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 BBUC exchangeable shares in exchange for a cash payment of $250,000,000 and entered into financing arrangements with the BNT Parties pursuant to which the BN Parties transferred an aggregate of 32,271,082 BBUC exchangeable 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.

BN and BNT, a paired entity to BN, have further agreed that all decisions to be made with respect to the voting of the Units and BBUC exchangeable shares held by BNT and its subsidiaries (other than the Subject Securities) will be made jointly by mutual agreement of the applicable BNT subsidiary and BN. The foregoing description of the voting agreement with respect to the Units does not purport to be complete and is qualified in its entirety by reference to such agreement, a copy of which is attached hereto as Exhibit 99.2 to this Amendment No. 5 and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

Items 5(a)-(c) of Schedule 13D are hereby amended and restated as follows:

(a)-(b) The information relating to the beneficial ownership of the Units by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. Except as otherwise noted in the footnotes to the cover pages hereto, the percentage of Units of the Issuer is based on an aggregate number of Units of 74,281,766 outstanding as of June 20, 2024 and assumes that all of the outstanding REUs and BBUC exchangeable shares are exchanged for Units (on a one-for-one basis) and includes (as applicable) BBUC exchangeable shares transferred to the BNT Parties as described in Item 4 and subject to the voting arrangements described in Item 4.

(c) Other than the transactions described in Item 3 in this Amendment No. 5, there have been no transactions by the Reporting Persons in the Units during the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of Schedule 13D is hereby supplemented as follows:

Holders of BBUC exchangeable shares are entitled to exchange their BBUC exchangeable shares for an equivalent number of Units (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of the BBUC) at any time. The Issuer may elect to satisfy BBUC’s exchange obligation by acquiring such tendered BBUC exchangeable shares for an equivalent number of Units (subject to adjustment to reflect certain capital events) or its cash equivalent. On March 15, 2022, Wilmington Trust, National Association and BN entered into the Rights Agreement (the “Rights Agreement”) pursuant to which BN has agreed that, until March 15, 2027, it will, under certain circumstances, satisfy, or cause to be satisfied, the obligations pursuant to BBUC’s articles of incorporation to exchange BBUC exchangeable shares for Units or its cash equivalent.

Item 7. Material to be Filed as Exhibits.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

Dated: September 27, 2024

SCHEDULE I

BROOKFIELD CORPORATION

SCHEDULE II

BAM CLASS B PARTNERS INC.

SCHEDULE III

BPEG BN HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.

SCHEDULE IV

BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.

SCHEDULE V

BROOKFIELD TITAN HOLDINGS LP, by its general partner, TITAN CO-INVESTMENT GP LLC

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to Rule 13(d)-1(k)(l) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D/A need be filed with respect to the ownership by each of the undersigned of the limited partnership units of Brookfield Business Partners L.P.

Dated: September 27, 2024

Exhibit 99.2

September 26, 2024

Brookfield Corporation

Suite 100, Brookfield Place

181 Bay Street, Box 762

Toronto, Ontario

Subsidiaries of Brookfield Wealth Solutions Ltd. (“BNT”) (collectively, “BNT Subsidiaries”) currently hold, and may from time to time acquire, certain BBU LP Units.

BNT and Brookfield Corporation hereby agree that all decisions to be made by any BNT Subsidiaries with respect to the voting of any BBU LP Units held by BNT Subsidiaries, whether at a meeting of securityholders, by way of written consent or otherwise, shall be made jointly by mutual agreement of the applicable BNT Subsidiary and Brookfield Corporation, other than with respect to any BBU LP Units subject to the financing arrangements dated as of the date hereof between BNT Subsidiaries and wholly-owned subsidiaries of Brookfield Corporation. BNT shall cause all BNT Subsidiaries to comply with the foregoing covenant.

This letter agreement and all obligations hereunder may be terminated by BNT or Brookfield Corporation at any time upon delivery of notice in writing to the other party, including in the case of BNT, in the event any BNT Subsidiary determines that the obligations hereunder are no longer in its best interests or the interests of its policyholders.

This letter agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This letter agreement may be amended or modified only by an instrument in writing executed by BNT and Brookfield Corporation.

Please confirm your agreement with the foregoing by executing in the space indicated below.

[Signature Page Follows]

Accepted and agreed as of the date first written above:

[Signature Page – BN-BNT Letter Agreement re: BBU Voting Rights]