Brookfield Asset Management has completed the spin-off of Brookfield Business Partners, the primary public vehicle through which Brookfield will own and operate the business services and industrial operations of its private equity group on a global basis.
"The spin-off of Brookfield Business Partners completes the fourth pillar of our strategy to consolidate Brookfield's major business units and furthers our asset management strategy, providing investors with direct access to many businesses within our private equity group," says Bruce Flatt, CEO of Brookfield.
The spin-off was effected by way of a special dividend of units of BBU to holders of Brookfield's Class A and B limited voting shares (the "Shares"). Each holder of Shares received one BBU unit for every 50 Shares (that is, 0.02 BBU units for each Share). Shareholders of Brookfield now own 19,725,150 BBU units, or an approximate 22 per cent limited partnership interest in BBU, with Brookfield owning the remaining 78 per cent limited partnership interest in BBU, on a fully-diluted basis. Brookfield also holds the general partner interest in BBU. The BBU units commenced regular-way trading on the Toronto Stock Exchange and the New York Stock Exchange this morning under the symbols "BBU.UN" and "BBU" respectively.
Brookfield shareholders will receive a cash payment in lieu of any fractional interests in the BBU units. Brookfield will use the volume-weighted average of the regular-way trading price of the BBU units for the five trading days immediately following the spin-off (June 20th thru June 24th) to determine the value of the BBU units for the purpose of calculating the cash payable in lieu of any fractional interests. Payment of this cash amount will be made by check and mailed on or about 30 June, 2016.
Prior to completion of the spin-off, BBU acquired from Brookfield certain business services and industrial operations, including Brookfield's construction services business, a variety of other service businesses principally related to commercial and residential real estate, oil and gas exploration and production businesses in Australia and Canada, and select industrial manufacturing operations.
In order to satisfy Canadian withholding tax and US "backup" withholding tax obligations on the special dividend, a portion of the BBU units otherwise distributable to non-Canadian investors will be withheld from registered shareholders. For non-Canadian beneficial owners of Brookfield shares registered in the name of a broker or other intermediary, these withholding tax obligations will be satisfied in the ordinary course through arrangements with the broker or intermediary. Beneficial owners should consult their brokers to determine how the withholding tax obligations will be satisfied for their units and on any questions they may have regarding fractional units.
As contemplated in BBU's Form F-1 filed with the US Securities and Exchange Commission and its Canadian Prospectus filed with the Ontario Securities Commission, on 16 June, 2016 the existing board of directors of BBU's general partner stepped down and a new board consisting of seven members, a majority of whom are independent of BBU and Brookfield, was put in place. The seven members of the board of directors are Jeffrey M. Blidner (Chair), John Lacey (Lead Independent Director), Stephen J Girsky, David Hamill, Don Mackenzie, Denis Turcotte and Patricia Zuccotti. For biographical information about BBU's directors please refer to the section entitled "Governance" beginning on page 89 of the Form F-1 and of the Canadian Prospectus.