November 25, 2025
IN THE MATTER OF THE SECURITIES LEGISLATION OF ONTARIO
(the Jurisdiction)
AND
IN THE MATTER OF THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS IN MULTIPLE JURISDICTIONS
AND
IN THE MATTER OF
BROOKFIELD BUSINESS PARTNERS L.P.
DECISION
Background
The principal regulator in the Jurisdiction has received an application from Brookfield Business Partners L.P. (the Filer or BBU) for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) exempting 1559985 B.C. Ltd. (the Corporation), the successor of the Filer, from the requirement in section 12.3 of National Instrument 41-101 General Prospectus Requirements (NI 41-101) that the Corporation obtain majority approval of its securityholders on a class basis, excluding the votes attached to securities held by affiliates or control persons of the Corporation, prior to being able to distribute Corporation Class A Shares (as defined below) or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, the Corporation Class A Shares under a prospectus (the Requested Relief).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada.
Interpretation
Terms defined in National Instrument 14-101 Definitions, MI 11-102 and NI 41-101 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Corporation is a newly formed corporation incorporated under the Business Corporations Act (British Columbia) (the BCBCA) for purposes of the transaction (the Reorganization), pursuant to which the Corporation will replace the Filer and Brookfield Business Corporation (BBUC) as a reporting issuer. Prior to the completion of the Reorganization, the Corporation will not be a reporting issuer in any jurisdiction of Canada.
The Filer is an exempted limited partnership established, registered and in good standing under the laws of Bermuda. The Filer’s registered and head office is located at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.
The Filer is a reporting issuer in all of the provinces and territories of Canada and is an SEC foreign issuer within the meaning of section 1.1 of National Instrument 71‑102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers (NI 71‑102) and satisfies its continuous disclosure obligations by complying with U.S. federal securities laws as is permitted under NI 71‑102. The Filer is not in default of any requirement of securities legislation in the jurisdictions in which it is a reporting issuer.
The authorized capital of the Filer consists of: (a) non-voting limited partnership units of the Filer (the BBU LP Units) and (b) the GP units of the Filer (the BBU GP Units).
The BBU GP Units are conventional general partner units that entitle the general partner of the Filer (the General Partner) to manage the Filer. The General Partner is a wholly-owned subsidiary of Brookfield Corporation. The BBU GP Units also share in any distributions and in the remaining assets of BBU in a liquidation.
The BBU LP Units are non-voting limited partnership units of the Filer. They entitle a holder to participate in any distributions and in the remaining assets of the Filer in a liquidation. They are non-voting except as required by law or the partnership agreement. The BBU LP Units do not entitle the holders to vote in the election of directors or to remove the General Partner.
The BBU LP Units are listed on the New York Stock Exchange (the NYSE) and the Toronto Stock Exchange (the TSX) under the symbols “BBU” and “BBU.UN”, respectively.
The Filer’s only material asset is its limited partnership interest in Brookfield Business L.P. (the Holding LP), a Bermuda exempted limited partnership established, registered and in good standing under the laws of Bermuda.
BBUC is a corporation incorporated under the BCBCA, registered and in good standing under the laws of the Province of British Columbia. BBUC’s head office is located at 250 Vesey Street, 15th Floor, New York NY 10281 and the registered office is located at 1055 West Georgia Street, Suite 1500, P.O Box 11117, Vancouver, British Columbia, V6E 4N7.
BBUC is a reporting issuer in all of the provinces and territories of Canada and is not in default of any requirement of securities legislation in the jurisdictions in which it is a reporting issuer.
The authorized capital of BBUC consists of: (a) the class A exchangeable subordinate voting shares (the Exchangeable Shares); (b) class B multiple voting shares (BBUC Class B Shares); and (c) class C non-voting shares (BBUC Class C Shares). All of the BBUC Class B Shares and BBUC Class C Shares are owned, indirectly, by the Filer and are not transferable except to an affiliate of the Filer.
The Exchangeable Shares are listed on the NYSE and the TSX under the symbol “BBUC”.
The Exchangeable Shares have one vote per share and the BBUC Class B Shares, which are owned indirectly by BBU, have a number of votes equal to three (3) times the total votes on the Exchangeable Shares (such that the Exchangeable Shares have 25% of the collective voting rights and the BBUC Class B Shares have 75%).
The BBUC Class C Shares are the only equity securities of BBUC. The Exchangeable Shares are not equity securities of BBUC as a holder is limited to receiving dividends equal to the distributions paid on a BBU LP Unit and on a liquidation, the holder of an Exchangeable Share is entitled to receive only an amount equal to the value of a BBU LP Unit. The Exchangeable Shares are redeemable, at the option of the issuer, at any time, for one BBU LP Unit (or the cash equivalent).
BBUC is a paired corporation of BBU, as the Exchangeable Shares are economically equivalent to, and exchangeable for, BBU LP Units on a one-for-one basis. The Exchangeable Shares were intended to provide an alternative way for investors to invest into BBU, through a corporate structure. The Exchangeable Shares are entitled to receive dividends at the same time as, and that are equivalent to, the distributions that are paid on the BBU LP Units.
While the Exchangeable Shares are intended to be the economic equivalent of the BBU LP Units, and therefore the trading price is expected to track the trading price of the BBU LP Units, the Exchangeable Shares have historically at times traded at a meaningful premium to the trading price of the BBU LP Units.
Holding LP is an exempted limited partnership established, registered and in good standing under the laws of Bermuda. Holding LP’s registered and head office is located at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda.
Holding LP is a subsidiary of the Filer, which holds all the managing general partner units of Holding LP.
In addition to the managing general partner units, Holding LP has issued and outstanding redeemable-exchangeable limited partnership units (REUs) and special limited partner units (Holding LP Special Units).
The REUs are non-voting limited partnership units of Holding LP that entitle a holder to participate in any distributions and in the remaining assets of Holding LP in a liquidation. They are non-voting except as required by law or the partnership agreement. The REUs do not entitle the holders to vote in the election of directors or to remove the general partner of Holding LP.
The REUs are the economic equivalent of, and are redeemable/exchangeable for, BBU LP Units on a one-for-one basis. They also receive distributions that are equal to the distributions paid on the BBU LP Units.
The Holding LP Special Units entitle the holder to participate in any distributions and in the remaining assets of Holding LP on liquidation. In addition, they entitle the holder to receive incentive distributions calculated by reference to the quarterly market value of the BBU LP Units multiplied by the aggregate number of issued and outstanding BBU LP Units and Exchangeable Shares, assuming exchange of all REUs.
The Corporation’s capital structure will include class A subordinate voting shares (Corporation Class A Shares) having one vote per share and class B multiple voting shares (Corporation Class B Shares), owned (indirectly) by Brookfield Corporation, holding a number of votes equal to three (3) times the total votes on the Corporation Class A Shares, such that the Corporation Class A Shares will have 25% of the collective voting rights and the Corporation Class B Shares will have 75%.
The Corporation will also have authorized special non-voting incentive shares (Corporation Special Shares) that will be issued in exchange for the Holding LP Special Units, and preferred shares, issuable in series (none of which will be issued in connection with the Reorganization).
The Corporation Class B Shares may not be transferred to any person other than Brookfield Corporation or a person controlled by Brookfield Corporation.
The Corporation Class A Shares, Corporation Class B Shares and Corporation Special Shares will all be equity shares of the Corporation under the Legislation.
Upon completion of the Reorganization:
(a) each holder of BBU LP Units, Exchangeable Shares and REUs will receive a Corporation Class A Share on a one-for-one basis;
(b) the owner of the general partner of BBU will receive, in exchange for the shares of the General Partner, and therefore indirectly the BBU GP Units, Corporation Class B Shares; and
(c) the holder of the Holding LP Special Units will receive Corporation Special Shares in exchange for the Holding LP Special Units.
The Corporation Class A Shares will be “restricted securities” within the meaning of NI 41-101.
The distribution of the Corporation Class A Shares, Corporation Class B Shares and Corporation Special Shares pursuant to the Reorganization will be exempt from the prospectus requirement under section 2.11(a) of National Instrument 45‑106 Prospectus Exemptions as a distribution in connection with a statutory plan of arrangement.
The distribution of Corporation Class A Shares pursuant to the Reorganization is a “stock distribution” within the meaning of OSC Rule 56-501 Restricted Shares (OSC Rule 56-501). However, since the Corporation will be a private company immediately prior to the distribution of Corporation Class A Shares, subsection 3.2(1) of OSC Rule 56-501 does not apply to the distribution of Corporation Class A Shares pursuant to the Reorganization and for any subsequent distributions by the Corporation of Corporation Class A Shares, on the basis of the exception contained in subsection 3.2(3) of OSC Rule 56-501.
The Reorganization is not a “business combination” for the purposes of Multilateral Instrument 61‑101 Protection of Minority Security Holders in Special Transactions.
The Reorganization has been reviewed and recommended by a special committee of independent directors of each of BBU and BBUC (the Special Committees), who considered the Reorganization and the fairness to the minority unitholders of BBU and the minority shareholders of BBUC, respectively. The Special Committees also obtained an opinion from a financial advisor to the effect that, as of November 4, 2025 and subject to the assumptions, limitations and qualifications described therein, the consideration to be received by Public Holders (as defined in the fairness opinion) of BBU LP Units and by Public Holders of Exchangeable Shares is fair, from a financial point of view, to such holders.
The Reorganization willbe described in a joint information circular of BBU and BBUC (the Circular) that will contain prospectus-level disclosure regarding the Corporation, the Corporation Class A Shares, the Corporation Class B Shares and the Corporation Special Shares. The Circular will comply with the disclosure requirements with respect to an information circular related to restricted shares set out in section 3.2(1)(e) of OSC Rule 56-501 and section 12.3(2) of NI 41-101.
The meeting of the holders of BBU LP Units (the BBU Meeting) and the meeting of the shareholders of BBUC (the BBUC Meeting) will each be held in accordance with applicable requirements, including the procedures established by the Supreme Court of British Columbia.
The following approvals will be required and will be sought:
(a) in respect of BBU, the affirmative vote of a majority of the outstanding BBU LP Units as of the close of business on the record date for the BBU Meeting for (i) the resolution approving the Reorganization (the BBU Arrangement Resolution) and (ii) the resolution approving amendments to the BBU amended and restated partnership agreement necessary to facilitate the Reorganization (the BBU LPA Amendment Resolution, and together with the BBU Arrangement Resolution, the BBU Transaction Resolutions); and
(b) in respect of BBUC, the affirmative vote for the resolution approving the Reorganization (the BBUC Arrangement Resolution) of (i) not less than 66⅔% of the votes cast at the BBUC Meeting by holders of Exchangeable Shares and holders of BBUC Class B Shares, voting together as a single class and (ii) not less than 66⅔% of the votes cast by the holders of Exchangeable Shares, voting separately as a class.
- The Circular will disclose that:
(a) the Filer has applied for the Requested Relief in order to not require further approval by the holders of Corporation Class A Shares for any future Prospectus Approval (as defined below) pursuant to NI 41-101, conditional upon the BBU Transaction Resolutions and BBUC Arrangement Resolution having been approved by, on a combined basis, a majority of the votes cast by securityholders of BBU and BBUC (other than affiliates and control persons of BBU and BBUC) (the Combined Approval) with, for purposes of the calculation for the Combined Approval, the lower number of votes cast in favour of the BBU Arrangement Resolution or the BBU LPA Amendment Resolution being combined with the number of votes cast in favour of the BBUC Arrangement Resolution; and
(b) accordingly, (i) in respect of BBU, voting in favour of the BBU Transaction Resolutions (either the BBU Arrangement Resolution or the BBU LPA Amendment Resolution) will constitute voting in favour of the Corporation’s ability to conduct future issuances of Corporation Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Corporation Class A Shares pursuant to a prospectus, and (ii) in respect of BBUC, voting in favour of the BBUC Arrangement Resolution will constitute voting in favour of the Corporation’s ability to conduct future issuances of Corporation Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Corporation Class A Shares pursuant to a prospectus, in each case, without requiring further approval by Corporation shareholders in accordance with NI 41-101.
Upon the completion of the Reorganization, the Corporation Class A Shares will be “restricted securities” within the meaning of NI 41-101 and any prospectus distributions of Corporation Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, Corporation Class A Shares will require the approval of holders of Corporation Class A Shares (the Prospectus Approval).
Upon the completion of the Reorganization, the Corporation will be a reporting issuer in each of the provinces and territories of Canada that will be a “successor issuer” of the Filer under National Instrument 44‑101 Short Form Prospectus Distributions.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Requested Relief is granted so long as:
(a) the Combined Approval has been obtained at the BBU Meeting and the BBUC Meeting;
(b) the first prospectus filed by the Corporation discloses that:
(i) the Filer obtained the Combined Approval at the BBU Meeting and the BBUC Meeting; and
(ii) the Filer obtained the Requested Relief; and
(c) any subsequent restricted security reorganization carried out by the Corporation related to the Corporation Class A Shares, Corporation Class B Shares or Corporation Special Shares complies with the provisions of section 12.3 of NI 41-101.
“David Surat” ”
David Surat
Associate Vice President, Corporate Finance Division
Ontario Securities Commission OSC File #: 2025/0601