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Brookfield Business Corporation (BBUC): Schedule 13D/A update—Brookfield Corporation and affiliates report beneficial ownership of 47,244,876 Class A shares, representing 67.5% of the class based on 69,996,738 shares outstanding as of November 6, 2025.
The filing outlines a proposed court-approved arrangement to combine Brookfield Business Partners (BBU) and BBUC into a single publicly traded corporation. All BBU units, BBUC Class A shares and certain Holding LP units would be exchanged on a one‑for‑one basis for new Class A shares of the combined company, expected to list on the TSX and NYSE. Special Holding LP units would convert into special non‑voting incentive shares on a one‑for‑one basis, and BN would receive Class B multiple voting shares.
Special meetings of BBU unitholders and BBUC shareholders are set for January 13, 2026, with a record date of November 25, 2025. Post‑completion, BN, BNT and related parties are expected to own 142,552,877 Class A shares (67.8%), plus 4 Class B and 4 Special shares.
Brookfield Business Corporation reporting persons amended their Schedule 13D to disclose related-party financing that moved 24,289,723 Class A exchangeable subordinate voting shares to paired-entity subsidiaries in exchange for $400,000,000 in cash. The transfers occurred on September 26 and September 29, 2025, and the transferring Brookfield subsidiaries have an obligation to repurchase the transferred shares on June 22, 2026 and June 25, 2026 (or earlier if the arrangements terminate) at the transfer value plus a return at a rate of SOFR+1.40% per annum. While the BNT-party subsidiaries hold the Subject Securities, the BN parties retain the right to direct all voting decisions for those shares unless an event of default occurs. The combined beneficial ownership reported for the Brookfield reporting persons is 47,244,876 Class A Shares, representing 67.5% of outstanding Class A shares based on 69,996,738 total as of September 26, 2025.
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