SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

(Amendment No. 3)

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

* This amount includes 69,705,497 redemption-exchange units of Brookfield Business L.P. See Item 5.

** Based on the sum of 79,933,771 limited partnership units of the Brookfield Business Partners L.P. issued and outstanding as of June 28, 2019 and 69,705,497 redemption-exchange units of Brookfield Business L.P. beneficially owned by the reporting person.

 

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* This amount includes 69,705,497 redemption-exchange units of Brookfield Business L.P. See Item 5.

** Based on the sum of 79,933,771 limited partnership units of the Brookfield Business Partners L.P. issued and outstanding as of June 28, 2019 and 69,705,497 redemption-exchange units of Brookfield Business L.P. beneficially owned by the reporting person.

 

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* Based on a total of 79,933,771 limited partnership units of the Brookfield Business Partners L.P. issued and outstanding as of June 28, 2019.

 

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* Based on a total of 79,933,771 limited partnership units of the Brookfield Business Partners L.P. issued and outstanding as of June 28, 2019.

 

5

 

 

* Represents redemption-exchange units of Brookfield Business L.P. See Item 5.

** Based on the sum of 79,933,771 limited partnership units of the Brookfield Business Partners L.P. issued and outstanding as of June 28, 2019 and 35,481,195 redemption-exchange units of Brookfield Business L.P. beneficially owned by the reporting person.

 

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* Represents redemption-exchange units of Brookfield Business L.P. See Item 5.

** Based on the sum of 79,933,771 limited partnership units of the Brookfield Business Partners L.P. issued and outstanding as of June 28, 2019 and 17,087,279 redemption-exchange units of Brookfield Business L.P. beneficially owned by the reporting person.

 

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Explanatory Note

 

This Amendment No. 3 (this “Amendment No. 3”) to Schedule 13D is being filed to reflect the closing on June 28, 2019 of the previously announced equity offering of limited partnership units (the “Units”) of Brookfield Business Partners LP (“BBU”), together with a concurrent private placement (the “Private Placement”) to Brookfield Asset Management Inc. (“BAM”) of 6,610,000 redeemable-exchangeable units (“REUs”) of Brookfield Business L.P. (“Holding LP”), which are exchangeable for Units of BBU under certain circumstances and a concurrent private placement to OMERS, the pension plan for Ontario’s municipal employees, of 5,077,000 Units.

 

Unless otherwise indicated, all references to “$” in this Schedule 13D are to U.S. dollars.

 

Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 3.

 

Item 2. Identity and Background

 

Item 2 of Schedule 13D is hereby amended and supplemented as follows:

 

Schedule I hereto, with respect to BAM, Schedule II hereto, with respect to Partners Limited (“Partners”), Schedule III hereto, with respect to Partners Value Investments LP (“PVI”), Schedule IV hereto, with respect to Brookfield Private Equity Direct Investments Holdings LP (“BPED”), Schedule V hereto, with respect to Brookfield Private Equity Group Holdings LP (“BPEG”), and Schedule VI hereto, with respect to BUSC Finance LLC (“BUSC Finco”), and together with BAM, Partners, PVI, BPED and BPEG, the “Reporting Persons”), set forth a list of all the directors and executive officers or persons holding equivalent positions (the “Scheduled Persons”) of each such Reporting Persons and the principal business address of each Scheduled Person.

 

To the Reporting Persons’ knowledge, none of the Scheduled Persons listed on Schedules I through VI have been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.  Source and Amount of Funds or Other Consideration

 

Item 3 of Schedule 13D is hereby amended and supplemented as follows:

 

In connection with the Private Placement, BAM and Holding LP entered into a subscription agreement, dated as of June 20, 2019 (the “Subscription Agreement”), which provided for the purchase by BAM and its affiliates of 6,610,000 REUs, deliverable at closing on June 28, 2019.

 

Item 4.  Purpose of Transaction

 

Item 4 of Schedule 13D is hereby supplemented as follows:

 

The Subscription Agreement provided for the purchase by BAM and its affiliates of 6,610,000 REUs for the purpose of increasing its investment in BBU.

 

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Item 5. Interest in Securities of the Issuer

 

Item 5(a)-(b) of Schedule 13D are hereby amended as follows:

 

(a)-(b) As of the date hereof, BAM may be deemed to be the beneficial owner of 24,784,254 Units and Partners may be deemed to be the beneficial owner of 26,297,072 Units, and such Units each constitutes approximately 31.0% and 32.9%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of June 28, 2019. As of the date hereof, PVI may be deemed to be the beneficial owner of 1,495,469 Units, and such Units constitute approximately 1.9% of the issued and outstanding Units as of June 28, 2019. In addition, BAM holds directly, and indirectly through BPEG and BUSC Finco, an aggregate of 69,705,497 REUs. Such REUs held directly and indirectly by BAM represent 100% of the REUs of Holding LP and approximately 46.6% of the Units assuming that all of the REUs of Holding LP were exchanged for Units pursuant to the redemption-exchange mechanism. Assuming that all of the REUs of Holding LP were exchanged for Units pursuant to the redemption-exchange mechanism, as of the date hereof, BAM may be deemed to be the beneficial owner of 94,489,751 Units and Partners may be deemed to be the beneficial owner of 96,002,569 Units, and such Units would constitute approximately 63.1% and 64.2%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of June 28, 2019. The REUs of Holding LP and the redemption-exchange mechanism are more fully described in BBU’s Annual Report on Form 20-F for the year ended December 31, 2018.

 

The Units deemed to be beneficially owned by BAM include 24,784,250 Units beneficially owned by BPED, 35,481,195 REUs of Holding LP beneficially owned by BPEG, and 17,087,279 REUs of Holding LP beneficially owned by BUSC Finco. The Units deemed to be beneficially owned by Partners include 17,349 Units directly beneficially owned by Partners, together with the Units deemed to be beneficially owned by PVI and the Units deemed to be beneficially owned by BAM. Partners may be deemed to have shared power with each of BAM and PVI to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units other than 17,349 Units with respect to which Partners has sole voting and investment power.

 

Item 7.  Material to be Filed as Exhibits.

 

Exhibit 1		Joint Filing Agreement, dated June 28, 2019, among Brookfield Asset Management Inc., Partners Limited, Partners Value Investments LP, Brookfield Private Equity Direct Investments Holdings LP, Brookfield Private Equity Group Holdings LP, and BUSC Finance LLC.
Exhibit 2		Subscription Agreement, dated June 20, 2019, by and between Brookfield Asset Management Inc. and Brookfield Business L.P.

 

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SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated: June 28, 2019

 

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ Justin Beber
		Name: Justin Beber
		Title: Managing Partner
	PARTNERS LIMITED
	By:	/s/ Brian Lawson
		Name: Brian Lawson
		Title: President
	PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC.
	By:	/s/ Leslie Yuen
		Name: Leslie Yuen
		Title: Director, Finance
	BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Director
	BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
	By:	/s/ A.J. Silber
		Name: A.J. Silber
		Title: Director
	BUSC FINANCE LLC
	By:	/s/ Josh Zinn
		Name: Josh Zinn
		Title: Vice-President

 

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SCHEDULE I

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan, Director		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Former President and Chief Executive Officer of General Electric Co.		U.S.A. and Canada
Jeffrey M. Blidner, Vice Chairman and Director		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Vice Chairman of BAM		Canada
Angela F. Braly, Director		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Former Chair, President and Chief Executive Officer of WellPoint Inc.		U.S.A.
Jack L. Cockwell, Director		c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Marcel R. Coutu, Director		c/o Suite 1700, 335 — 8th Ave. S.W., Calgary, Alberta T2P 1C9 Canada		Former President and Chief Executive Officer of Canadian Oil Sands Limited		Canada
Murilo Ferreira, Director		Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro		Former Chief Executive Officer of Vale SA		Brazil
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Managing Partner and Chief Executive Officer of BAM		Canada
Robert J. Harding, Director		c/o 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Former Chair of BAM		Canada
Maureen Kempston Darkes, Director		10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7		Corporate Director and former President, Latin America, Africa and Middle East, General Motors Corporation		Canada
Brian W. Kingston, Managing Partner		250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.		Managing Partner of BAM		Canada
Brian D. Lawson, Director, Managing Partner and Chief Financial Officer		181 Bay Street, Suite300 Toronto, Ontario M5J 2T3, Canada		Director, Managing Partner and Chief Financial Officer of BAM		Canada
Cyrus Madon, Managing Partner		181 Bay Street, Suite300 Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada

 

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Frank J. McKenna, Director		TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada		Chair of BAM and Deputy Chair of TD Bank Group		Canada
Rafael Miranda, Director		C/Principe de Viana 9 28023 Madrid, Spain		Corporate Director and Former Chief Executive Officer of Endesa, S.A.		Spain
Timothy Price, Director		c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman, Brookfield Funds		Canada
Lord Augustine Thomas O’Donnell, Director		Frontier Economics 71 High Holborn, London U.K. WC1V 6DA		Chairman of Frontier Economics and senior advisor to Brookfield in Europe		United Kingdom
Lori Pearson, Managing Partner and Chief Operating Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Managing Partner and Chief Operating Officer of BAM		Canada
Samuel J.B. Pollock, Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada
Seek Ngee Huat, Director		501 Orchard Road, #08 — 01 Wheelock Place, Singapore 238880		Former Chair of the Latin American Business Group, Government of Singapore Investment Corporation		Singapore
Sachin G. Shah, Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada
Diana L. Taylor, Director		c/o Bloomberg Philanthropies 25 East 78th Street New York, N.Y. 10075		Former Vice Chair, Solera Capital LLC		U.S.A. and Canada
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Managing Partner, Head of Corporate Strategy and Chief Legal Officer of BAM		Canada

 

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SCHEDULE II

 

PARTNERS LIMITED

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack. L. Cockwell, Director and Chairman		c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Brian W. Kingston, Director		250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.		Managing Partner of BAM		Canada
Brian D. Lawson, Director and President		Brookfield Asset Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Director, Managing Partner and Chief Financial Officer of BAM		Canada
Timothy Price, Director		c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman, Brookfield Funds		Canada
Cyrus Madon, Director		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada
Samuel J.B. Pollock, Director		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada
Sachin G. Shah, Director		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Managing Partner of BAM		Canada
Lisa Chu, Treasurer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Vice President of BAM		Canada
Loretta Corso, Secretary		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Administrator, Corporate Secretary of BAM		Canada
Brad Rusheleau, Assistant Secretary		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Manager of BAM		Canada

 

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SCHEDULE III

 

PVI MANAGEMENT INC., as General Partner of
PARTNERS VALUE INVESTMENTS LP

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
James L.R. Kelly, Director		Hwy.#26, West at 7th Line, P.O. Box 3394, Meaford, Ontario N4L 1A5		President at Earth Power Traction and Equipment Inc.		Canada
Edward C. Kress, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1		Corporate Director		Canada
Brian D. Lawson, Director, President and Chief Executive Officer		181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Director, Managing Partner and Chief Financial Officer of BAM		Canada
Frank N.C. Lochan, Chairman		15 Ennisclare Dr. E., Oakville, Ontario L6J 4N3		Corporate Director		Canada
Ralph J. Zarboni, Director		Rossiter Ventures Corporation 7357 Woodbine Ave., Suite 412 Markham, Ontario L3R 6L3		President of Rossiter Ventures Corporation		Canada
C. Leslie Yuen, Director, Finance		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Director, Finance of BAM		Canada
Loretta Corso, Corporate Secretary		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Administrator, Corporate Secretary of BAM		Canada
Bryan Sinclair, Senior Associate		Bay Adelaide Centre, 333 Bay Street, Suite 1610, Toronto, Ontario M5H 2R2		Vice President at Trisura Group Ltd.		Canada

 

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SCHEDULE IV

 

BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jaspreet Dehl, Director, Managing Partner and Secretary		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Managing Partner and Chief Financial Officer of BBU		Canada
David Nowak, Managing Partner		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Managing Partner		Canada
David Grosman, Director and Managing Director		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Managing Director		Canada
A.J. Silber, Director		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Vice President		Canada
Joseph Freedman, Senior Vice Chairman		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Senior Vice Chairman		Canada
Cyrus Madon, Managing Partner		181 Bay Street, Suite300, Toronto, ON M5J 2T3		Managing Partner of BAM		Canada
Ryan Szainwald, Managing Partner		181 Bay Street, Suite300, Toronto, ON M5J 2T3		Managing Partner		Canada
Anjali Mahtani, Vice President		181 Bay Street, Suite300, Toronto, ON M5J 2T3		Vice President		Canada

 

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SCHEDULE V

 

BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jaspreet Dehl, Director, Managing Partner and Secretary		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Managing Partner and Chief Financial Officer		Canada
David Nowak, Managing Partner		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Managing Partner		Canada
David Grosman, Director and Managing Director		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Managing Director		Canada
A.J. Silber, Director		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Vice President		Canada
Joseph Freedman, Senior Vice Chairman		181 Bay Street, Suite 300, Toronto, ON M5J 2T3		Senior Vice Chairman		Canada
Cyrus Madon, Managing Partner		181 Bay Street, Suite300, Toronto, ON M5J 2T3		Managing Partner of BAM		Canada
Ryan Szainwald, Managing Partner		181 Bay Street, Suite300, Toronto, ON M5J 2T3		Managing Partner		Canada
Anjali Mahtani, Vice President		181 Bay Street, Suite300, Toronto, ON M5J 2T3		Vice President		Canada

 

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SCHEDULE VI

 

BUSC FINANCE LLC

 

Name and Position of Officer or Manager		Principal Business Address		Principal Occupation or Employment		Citizenship
Mark Srulowitz, President		250 Vesey Street, 15th Floor, New York, NY 10281-1023		Managing Partner		U.S.A.
Jordan Kolar, Manager and Vice President		250 Vesey Street, 15th Floor, New York, NY 10281-1023		Managing Director, Tax		U.S.A.
Josh Zinn, Manager and Vice President		250 Vesey Street, 15th Floor, New York, NY 10281-1023		Senior Vice President		Australia
Karly Dyck, Manager and Secretary		181 Bay Street, Suite300, Toronto, ON M5J 2T3		Senior Vice President		Canada

 

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Exhibit 1

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13(d)-1(k)(l) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D/A need be filed with respect to the ownership by each of the undersigned of the limited partnership units of Brookfield Business Partners L.P.

 

Dated: June 28, 2019

 

		BROOKFIELD ASSET MANAGEMENT INC.
		By:	/s/ Justin Beber
			Name:	Justin Beber
			Title:	Managing Partner
		PARTNERS LIMITED
		By:	/s/ Brian Lawson
			Name:	Brian Lawson
			Title:	President
		PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC.
		By:	/s/ Leslie Yuen
			Name:	Leslie Yuen
			Title:	Director, Finance
		BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
		By:	/s/ A.J. Silber
			Name:	A.J. Silber
			Title:	Director
		BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP, by its general partner, BROOKFIELD PRIVATE EQUITY INC.
		By:	/s/ A.J. Silber
			Name:	A.J. Silber
			Title:	Director
		BUSC FINANCE LLC
		By:	/s/ Josh Zinn
			Name:	Josh Zinn
			Title:	Vice-President

 

Exhibit 2

 

BROOKFIELD ASSET MANAGEMENT INC.
SUBSCRIPTION AGREEMENT

 

To:                                            Brookfield Business L.P. (“Holding LP”)
Dated:                           June 20, 2019

 

RECITALS:

 

I.                                        Brookfield Business Partners L.P. (“BBU”), a Bermuda exempted limited partnership, has agreed to issue and sell (the “BBU Offering”) 8,760,000 limited partnership units (“LP Units”) of BBU (the “Initial Units”) to a syndicate of underwriters (collectively, the “Underwriters”) at a price per LP Unit of $39.40 (the “Public Price”) pursuant to the terms and conditions of a purchase agreement dated June 20, 2019 (the “Underwriting Agreement”) between the Underwriters and BBU.

 

II.                                   Brookfield Asset Management Inc. (“BAM”) owns an approximate 68% interest in BBU on a fully exchanged basis. Pursuant to the terms and conditions of this Agreement, BAM wishes to subscribe for 6,610,000 redemption-exchange units (“REUs”) of Holding LP.

 

NOW THEREFORE, BAM and Holding LP agree as follows:

 

A.                                    Subscription

 

1.                                      Concurrently with the issue of LP Units to the Underwriters pursuant to the Underwriting Agreement (the “Closing Date”), BAM shall, or shall cause its affiliates to, subscribe for and purchase from Holding LP and Holding LP shall issue and sell to BAM, 6,610,000 REUs at a price per REU equal to $37.824, being the equivalent of the Public Price, less underwriting commissions payable by BBU per LP Unit (the “Net BAM Price”), for an aggregate price (the “Subscription Amount”) equal to $250,016,640.00 and on the other terms and conditions contained in this Agreement.

 

2.                                      The closing of the purchase and sale of REUs will be held at the offices of Torys LLP, in Toronto, Ontario at 8:00 a.m. on the Closing Date (the “Closing Time”). At the Closing Time, Holding LP shall deliver to BAM, or its affiliates, as applicable, a certificate representing the REUs registered in the name of BAM, or its affiliates, as applicable, against payment to Holding LP by wire transfer of the Subscription Amount.

 

B.                                    BAM’s Acknowledgements and Agreements

 

3.                                      BAM acknowledges and agrees that:

 

(a)                                 subject to the condition set forth in paragraph D.5 of this Agreement, this subscription is and shall be irrevocable as against BAM; and

 

(b)                                 BAM was not offered the REUs in the United States, BAM is a non-U.S. person, the sale and purchase of the REUs, including the execution of this Agreement was, or is being, or will be, as the case may be, executed, outside of the United States, and the sale and purchase of the REUs is not part of a plan or scheme to evade the

 

 

registration requirements of the United States Securities Act of 1933, as amended.  For purposes of this paragraph (b), “United States” and “non-U.S. person” have the meanings ascribed thereto in Regulation S under such act.

 

C.                                    BAM’s Representations, Warranties and Covenants

 

4.                                      BAM represents, warrants and covenants to Holding LP (which representations, warranties and covenants shall survive the Closing Time) and acknowledges that Holding LP is relying thereon, that:

 

(a)                                 BAM is a corporation duly incorporated and is validly existing under the laws of the Province of Ontario;

 

(b)                                 BAM has duly executed, authorized and delivered this Agreement, and upon acceptance by Holding LP, this Agreement will constitute a valid and binding agreement of BAM, enforceable against BAM in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights, general principles of equity that restrict the availability of equitable remedies, and to the extent that enforceability may be limited by applicable securities laws; and

 

(c)                                  BAM will, with respect to this Agreement, execute, deliver and file or assist Holding LP in obtaining and filing such reports, undertakings and other documents relating to the purchase of the REUs by BAM as may be required by any securities commission, stock exchange or other regulatory authority.

 

D.                                    Conditions to Closing of the Purchase and Sale

 

5.                                      The obligations of Holding LP and BAM to complete the purchase and sale of the REUs at the Closing Time is conditional upon the completion or concurrent completion of the issuance of LP Units pursuant to the terms of the Underwriting Agreement.

 

6.                                      Holding LP’s obligation to issue and sell the REUs at the Closing Time is subject to the satisfaction or waiver, at the option of Holding LP, of the following conditions:

 

(a)                                 the representations and warranties made by BAM in this Agreement shall be true and correct when made, and shall be true and correct at the Closing Time with the same force and effect as if they had been made on and as of such dates;

 

(b)                                 all covenants, agreements and conditions contained in this Agreement that BAM is required to perform on or prior to the Closing Time shall have been performed or complied with in all material respects;

 

(c)                                  Holding LP shall have obtained all necessary qualifications and receipts under applicable securities laws, or obtained exemptions therefrom, required by any jurisdiction for the offer and sale of the REUs to BAM, or its affiliates, as applicable;

 

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(d)                                 the sale of the REUs shall not be prohibited by any law or governmental order or regulation; and

 

(e)                                  no proceeding challenging this Agreement or the transactions contemplated by this Agreement, or seeking to prohibit, alter, prevent or materially delay the closing of the issuance of the REUs shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

 

E.                                    Assignment

 

7.                                      Except as provided in this section, no party may assign its rights or benefits under this Agreement.  BAM may, at any time prior to the Closing Time assign all, or any part of, its rights and benefits under this Agreement to any subsidiary of BAM who delivers an instrument in writing to Holding LP confirming that it is bound by and shall perform all of the obligations of BAM under this Agreement as if it were an original signatory; provided that, no such assignment shall relieve BAM of its obligations under this Agreement. In the event of an assignment as contemplated by this section, any reference in this Agreement to “BAM” shall be deemed to include the assignee.

 

F.                                     Notices

 

8.                                      Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows:

 

To Holding LP:

 

Brookfield Business L.P.
                                                                                                    73 Front Street

5th Floor
                                                                                                    Hamilton, HM 12, Bermuda

 

Fax No.:                                                                     441-294-3304
                                                                                                    Attention:                                                             Corporate Secretary

 

To BAM:

 

Brookfield Asset Management Inc.
                                                                                                Suite 300, Brookfield Place
                                                                                                181 Bay Street, Box 762
                                                                                                Toronto, Ontario M5J 2T3

 

Fax No.:                                             (416) 365-9642
                                                                                                    Attention:                                     Vice-President, Legal Affairs

 

or to such other address, individual or electronic communication number as may be designated by notice given by either party to the other.  Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during

 

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the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day.

 

G.                                   General

 

9.                                      Time shall, in all respects, be of the essence in this Agreement.

 

10.                               All dollar amounts referred to in this Agreement are expressed in U.S. dollars and, for greater certainty, “$” means U.S. dollars, unless otherwise indicated.

 

11.                               The headings contained in this Agreement are for convenience only and do not affect the construction or interpretation of this document.

 

12.                               The terms and provisions of this Agreement shall be binding upon and enure to the benefit of Holding LP and BAM and their respective successors and permitted assigns.

 

13.                               This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein

 

14.                               This Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

 

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4

 

Dated as of the date first written above.

 

		BROOKFIELD ASSET MANAGEMENT INC.
		Per:	/s/ A.J. Silber
			Name:	A.J. Silber
			Title:	Vice President, Legal Affairs

 

 

This Agreement is accepted by Holding LP as of the date first written above.

 

		BROOKFIELD BUSINESS L.P., by its managing general partner, BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED
		Per:	/s/ Jane Sheere
			Name:	Jane Sheere
			Title:	Secretary

 

[Subscription Agreement]