Brookfield Business Partners to merge into BBU Inc.

Executive Summary

• Brookfield Business Partners LP (BBU) and Brookfield Business Corp. (BBUC) have approved a plan to simplify their corporate structure by converting into a single publicly traded Canadian corporation, BBU Inc.
• The transaction is designed to broaden the investor base, improve trading liquidity, and increase index demand by eliminating the dual-listing structure and partnership tax reporting complexities.
• The reorganization is expected to close in the first quarter of 2026, subject to shareholder and regulatory approvals.

Key Details

• Transaction Structure: BBU and BBUC will convert into BBU Inc., a single Canadian corporation listed on both the New York Stock Exchange (NYSE) and the Toronto Stock Exchange (TSX).
• Exchange Ratio: All BBU limited partnership units, BBUC Class A exchangeable shares, and redemption-exchange units held by Brookfield will be exchanged for new Class A shares of BBU Inc. on a one-for-one basis.
• Market Capitalization: BBU Inc.’s market cap will reflect the combined capitalization of BBU and BBUC.
• Dividend Policy: BBU Inc. will pay an annual dividend of $0.25 per share, consistent with current distributions to BBU unitholders and dividends to BBUC shareholders.
• Management Fees: The management fee payable to Brookfield Asset Management will be based on the market capitalization of BBU Inc. rather than the combined market cap of the previous entities.
• Tax Implications: The transaction is tax-deferred for Canadian and United States investors.
• Reporting Status: BBU and BBUC will cease to be reporting issuers upon closing; BBU Inc. will become the reporting issuer.
• Advisers: Origin Merchant Partners is acting as independent financial adviser, and Stikeman Elliott LLP is acting as independent legal adviser for the independent committees. Torys LLP is acting as legal adviser to Brookfield Business Partners.
• Timeline: Completion is expected during the first quarter of 2026.
• Approvals Required: The transaction requires approval via a court-approved plan of arrangement, including BBU unitholder and BBUC shareholder approval, as well as customary regulatory approvals.

Notable Quotes

• "We are pleased to announce the next stage in Brookfield Business Partners' evolution as a public company... The conversion into a single corporate entity is designed to broaden our investor base, increase index demand and make it easier to invest in our shares which we expect will drive long-term value for all our shareholders." — Anuj Ranjan, CEO of Brookfield Business Partners