AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
ON MARCH 27, 2026
REGISTRATION NO.
333-273180-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2 to
Form F-3 Registration Statement No. 333-273180-01
UNDER
THE SECURITIES ACT OF 1933
BROOKFIELD BUSINESS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
| Bermuda |
Not applicable |
(State or Other Jurisdiction of
Incorporation or Organization) |
(I.R.S. Employer
Identification Number) |
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
+441-294-3309
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Brookfield BBP US Holdings LLC
Brookfield Place
225 Liberty Street, 8th Floor
New York, NY 10281-1048
(212) 417-7000
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Mile T. Kurta, Esq.
Christopher R. Bornhorst, Esq.
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, NY 10036
(212) 880-6000
Approximate date of commencement of proposed sale to the public: Not
applicable. Removal from registration of securities that were not sold pursuant to this registration statement.
If only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box. ¨
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement
pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging Growth Company ¨
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of
the Securities Act. ¨
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective
Amendment (“Post-Effective Amendment”) relates to the Registration Statement on Form F-3 (File No. 333-273180-01)
registering the issuance or delivery of non-voting limited partnership units (“BBU Units”) of Brookfield Business
Partners L.P. (the “Registrant”) in connection with the exchange, redemption or acquisition of Old BBUC
Exchangeable Shares (as defined below) originally filed by the Registrant with the Securities and Exchange Commission (the “SEC”)
on July 7, 2023, amended on September 8, 2023, and declared effective by the SEC on September 18, 2023 (as amended, the
“Registration Statement”). This Post-Effective Amendment is being filed by the Registrant to deregister any and
all securities of the Registrant registered by the Registrant that remain unsold pursuant to the Registration Statement.
On March 27, 2026, pursuant
to an arrangement agreement dated as of November 6, 2025, Brookfield Business Corporation (formerly 1559985 B.C. Ltd.) (the “Corporation”),
the Registrant and Brookfield Business Holdings Corporation (formerly Brookfield Business Corporation) (“Old BBUC”)
completed a court approved plan of arrangement under section 288 of the Business Corporations Act (British Columbia) (the “Arrangement”),
pursuant to which, among other things, holders of BBU Units and holders of Old BBUC’s class A exchangeable subordinate voting shares
(the “Old BBUC Exchangeable Shares”) received class A subordinated voting shares of the Corporation in exchange for
their BBU Units and Old BBUC Exchangeable Shares on a one-for-one basis. As a result of the Arrangement, the Registrant and Old BBUC became
subsidiaries of the Corporation.
As a result of the consummation
of the Arrangement, the offerings of the BBU Units pursuant to the Registration Statement are being terminated. Accordingly, the Registrant
is terminating all offerings of its securities pursuant to the Registration Statement and deregistering the remaining securities registered
but unsold under the Registration Statement and hereby terminates the effectiveness of the Registration Statement. The Registrant, by
filing this Post-Effective Amendment, hereby removes from registration any and all securities registered but unsold under the Registration
Statement and hereby terminates the effectiveness of the Registration Statement. This filing is made in accordance with an undertaking
in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that were registered
for issuance but remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-3 and has duly caused this Post-Effective Amendment to the Registration Statement on Form F-3 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda on March 27, 2026.
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BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED |
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By: |
/s/ Jane Sheere |
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Name: |
Jane Sheere |
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Title: |
Secretary |
Note: Pursuant to Rule 478 under the Securities Act of 1933, as amended,
no other person is required to sign this Post-Effective Amendment to the Registration Statement on Form F-3.
AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this Post-Effective Amendment to the Registration
Statement on Form F-3, solely in the capacity of the duly authorized representative of Brookfield Business Partners L.P. in the United
States, on this 27th day of March, 2026.
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BROOKFIELD BBP US HOLDINGS LLC |
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By: |
/s/ Kristen Haase |
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Name: |
Kristen Haase |
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Title: |
Managing Partner |
