Brookfield Business Partners (NYSE: BBU) deregisters 132.7M units after arrangement

Rhea-AI Filing Summary

Brookfield Business Partners L.P. is filing a post-effective amendment to deregister unsold securities from its Form F-3. The amendment removes 132,683,978 non-voting limited partnership units registered under Registration No. 333-285450 and terminates that registration.

The deregistration follows the court-approved plan of arrangement completed on March 27, 2026, under which holders of BBU Units and Old BBUC exchangeable shares received class A subordinated voting shares of Brookfield Business Corporation on a one-for-one basis.

Insights

Corporate Transactions Counsel

Deregistration follows a statutory court-approved arrangement exchanging units for corporation shares.

The filing removes 132,683,978 registered BBU Units from the Form F-3 registration and terminates that registration’s effectiveness, as required by the registration statement undertaking.

The arrangement completed on March 27, 2026 effected a one-for-one exchange into class A subordinated voting shares; cash-flow treatment is not described in the excerpt and further filing disclosures may specify post-closing mechanics.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2026

REGISTRATION NO. 333-285450

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form F-3 Registration Statement No. 333-285450

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, 8^th 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. 333-285450) registering 132,683,978 non-voting limited partnership units (“BBU Units”) of Brookfield Business Partners L.P. (the “Registrant”) originally filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on February 28, 2025 and declared effective by the SEC on March 10, 2025 (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.

	BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		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 27^th day of March, 2026.

	BROOKFIELD BBP US HOLDINGS LLC
	By:	/s/ Kristen Haase
		Name:	Kristen Haase
		Title:	Managing Partner

FAQ

What did BBU file in the post-effective amendment?

The amendment deregisters 132,683,978 non-voting limited partnership units and terminates the Form F-3 registration. It removes from registration any securities that remained unsold under Registration No. 333-285450 following the completed arrangement on March 27, 2026.

Why were the BBU Units deregistered?

The deregistration was effected after a court-approved plan of arrangement completed on March 27, 2026. Under the Arrangement, unit holders received class A subordinated voting shares of the acquiring corporation on a one-for-one basis, making the registered unit offering unnecessary.

What happened to holders of BBU Units?

Holders of BBU Units received class A subordinated voting shares of Brookfield Business Corporation on a one-for-one basis pursuant to the Arrangement. The Registrant and Old BBUC became subsidiaries of the Corporation as described in the amendment.

Does the amendment state how proceeds or cash were handled?

The excerpt does not describe proceeds or cash-flow treatment. The amendment states the units were exchanged pursuant to the Arrangement; additional filings or disclosures would indicate any cash consideration or related payments if applicable.