Brookfield Business Partners Announces Record Date for Unit Split and Creation of Brookfield Business Corporation
Brookfield Business Partners L.P. (BBU) has announced a special distribution of class A exchangeable subordinate voting shares (Shares) of Brookfield Business Corporation (BBUC), scheduled for March 15, 2022. The distribution is equivalent to a unit split and will see BBU unitholders receiving one Share for every two BBU units held, without impacting net asset value or cash flows. BBUC aims to align dividends with BBU distributions, targeting a $0.25 annual dividend per Share. Trading for these Shares will begin March 4, 2022, with conditional NYSE and TSX listings approved for BBUC.
- Special distribution will enhance liquidity and trading flexibility.
- BBUC shares will target equivalent dividends to BBU units, providing consistent income for investors.
- The effectiveness of the registration statement relating to the special distribution has not yet been confirmed.
BROOKFIELD, NEWS, Feb. 22, 2022 (GLOBE NEWSWIRE) -- Brookfield Business Partners L.P. (“Brookfield Business Partners” or “BBU”) (NYSE: BBU; TSX: BBU.UN) today announced that it has set March 7, 2022 as the record date for the previously announced special distribution of class A exchangeable subordinate voting shares (the “Shares”) of Brookfield Business Corporation (“BBUC”). From an economic and accounting perspective, the special distribution will be analogous to a unit split as it does 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.
On March 15, 2022 the holders of BBU’s limited partnership units (“BBU units”) of record as of March 7, 2022 will receive one (1) class A exchangeable subordinate voting share (each a “Share”) of BBUC for every two (2) BBU units held. The Shares are being structured to be economically equivalent to BBU units. BBUC will target to pay the same dividends per Share that are paid by BBU on the BBU units, and each BBUC share will be exchangeable, at the shareholder’s option, for one BBU unit. The class A shares are intended to allow investors the ability to own the equivalent economic exposure to BBU through a corporate structure.
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.
BBU and BBUC plan to file a final prospectus in respect of the special distribution of the Shares. The registration statement relating to the special distribution has not yet been declared effective.
BBUC has received conditional approval to list the Shares on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the symbol BBUC. Listing of the Shares on the NYSE and the TSX is subject to BBUC fulfilling all of the requirements of the NYSE and the TSX, respectively.
The NYSE and the TSX will both implement “when-issued” and “due bill” trading commencing March 4, 2022 and ending at the close of business on March 15, 2022. During this time period, these designations will impact how our securities trade on both exchanges. Investors should be aware of the following features:
- Trades in “BBU” and “BBU.UN” on the NYSE and TSX, respectively, will include the entitlement to receive Shares on March 15, 2022 (i.e., should trade on a pre-split basis).
- Trades in “BBUC WI” and “BBUC” on the NYSE and TSX, respectively, will represent the Shares (i.e., should trade on a split-adjusted basis), allowing a holder to buy and sell Shares post-split. Accordingly, trades in “BBUC WI” or “BBUC” on or after March 4, 2022 allow a person to trade the entitlement to receive Shares without trading any BBU units he or she may hold. BBUC expects “when-issued” trades of Shares to settle two (2) business days after completion of the special distribution.
- Trades in “BBU WI” and “BBU.W” on the NYSE and TSX, respectively, will represent units of BBU only (i.e., should trade on a split-adjusted basis), allowing a holder to sell BBU units post-split without concurrently selling the entitlement to receive Shares on March 15, 2022. Accordingly, trades in “BBU WI” or “BBU.W” on or after March 4, 2022 allow a person to trade BBU units without trading any right to receive any Shares pursuant to the special distribution.
Beginning on March 16, 2022, BBUC and BBU will trade under their respective symbols on both exchanges.
Holders of the Shares will be entitled to dividends as and when they are declared by the Board of Directors of BBUC. It is anticipated that BBUC’s dividend policy will be to declare and pay dividends on the Shares at the same time and in the same amount per Share as distributions are declared and paid on a BBU unit. This dividend policy has been set to provide holders of the Shares with an economic return equivalent to holders of BBU units. Regarding distributions on the BBU units and dividends on the Shares, BBU unitholders and holders of the Shares should note the following:
- Following completion of the special distribution and subject to Board approval, there will be no change to the
$0.25 per unit annual distribution made on BBU units and BBUC will target to pay the same annual dividends on each Share at the same time. - BBUC anticipates that its first quarterly dividend will be paid on June 30, 2022, subject to Board approval.
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
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) 943-7937 Email: sebastien.bouchard@brookfield.com | Investors: Alan Fleming Tel: (416) 645-2736 Email: 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 “Risk 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 that has been filed, and the final prospectus that will be 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.
FAQ
When is the record date for the special distribution of BBU shares?
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When will BBU holders receive the class A shares?
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