Brookfield Business Partners L.P.(BBU) - 2025 Q3 - Quarterly Report

Arrangement Agreement Overview - The Arrangement Agreement aims to deliver additional benefits to BBU Unitholders and BBUC Shareholders by consolidating their investments through a newly formed corporation[8]. - The BBU Board unanimously recommends the Arrangement after considering the Fairness Opinion, determining it to be in the best interests of BBU[8]. - The BBUC Board also unanimously supports the Arrangement based on the Fairness Opinion and other considerations, affirming its benefits for BBUC[8]. - The Arrangement is structured under Section 288 of the BCBCA, with specific conditions and resolutions to be approved by BBU and BBUC[12]. - The Arrangement will be subject to approval at the BBU Unitholders' Meeting and the BBUC Shareholders' Meeting[34]. - The Arrangement is subject to the approval of BBU Unitholders and BBUC Shareholders at their respective meetings[88]. Financial Considerations - The Fairness Opinion indicates that the consideration for Public Holders of BBU Units and BBUC Shares is fair from a financial perspective[30]. - The Transaction Costs associated with the Arrangement will cover all fees, costs, and expenses incurred directly in connection with the process[39]. - Each Party will pay 50% of all Transaction Costs unless otherwise agreed[70]. - The Cash Consideration is defined as the value of one Class A Share[139]. Effective Date and Conditions - The Effective Date of the Arrangement will be determined once all conditions precedent are satisfied or waived, including the granting of the Final Order[28]. - The Effective Date will be determined by the Corporation, BBU, and BBUC upon satisfaction or waiver of conditions precedent[88]. - Each Party is obligated to complete the transactions subject to conditions that must be materially performed before the Effective Date[62]. - The conditions set forth in Sections 5.1 and 5.2 will be deemed satisfied or waived on the Effective Date[63]. Shareholder Rights and Dissenting Unitholders - The Arrangement includes provisions for Dissent Rights for registered BBU Unitholders and BBUC Shareholders[27]. - Dissent Rights will be exercised by no more than 5% of the outstanding BBU Units and BBUC Shares in aggregate[60]. - Dissenting Unitholders will receive a debt-claim for the fair value of their BBU Units[104]. - A dissenting Unitholder is entitled to be paid the fair value of the Units held, determined as of the close of business on the day before the Resolutions were adopted[149]. - The Partnership must send a written offer to dissenting Unitholders within seven days after the action approved by the Resolutions is effective[150]. - The final order of a court in proceedings for dissenting Unitholders shall be rendered against the Partnership for the amount of the Units as fixed by the court[153]. Corporate Structure and Share Issuance - The authorized capital of the Corporation includes an unlimited number of Corporation Class A Shares and B Shares, among others[53]. - The Corporation Class A Shares will be conditionally approved for trading on the NYSE and TSX, subject to standard listing conditions[60]. - The Corporation will acquire all issued and outstanding Units and class A exchangeable subordinate voting shares in exchange for Class A Shares[136]. - Holders of Units will receive one Class A Share for each Unit held as Class A Consideration[136]. - The Corporation will deliver DRS statements representing the Corporation Shares to REU Holders and Specified Purchasers as soon as practicable following the Effective Time[124]. Amendments and Governance - The Agreement outlines the responsibilities and covenants of the involved parties, ensuring compliance with applicable laws[10]. - The Agreement may be amended by written agreement of the Parties before the Effective Time without further notice to stakeholders[65]. - The directors of the General Partner are authorized to amend the Arrangement Agreement or the Plan of Arrangement without notice to Unitholders[160]. - The Agreement is governed by the laws of the Province of British Columbia and Canada[78]. Legal and Compliance - The Corporation intends to rely on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act for the issuance of Corporation Class A Shares[48]. - The Agreement will remain effective until the earlier of the Effective Time or termination as per its terms[66]. - No Party will have personal liability under this Agreement for any special or consequential damages[79]. - The provisions of Section 9.5 shall apply mutatis mutandis to any payment to a Unitholder under Section 7.6[184].