|
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 +1 (441) 294-3304
(Address and Telephone Number of Registrant’s
Principal Executive Offices) |
| |
Brookfield BBP US Holdings LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, NY 10281-1023 (212) 417-7000 (Name, Address and Telephone Number of Agent For Service) |
|
| | | | | i | | | |
| | | | | i | | | |
| | | | | ii | | | |
| | | | | iii | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 5 | | | |
| | | | | 5 | | | |
| | | | | 5 | | |
|
SEC registration fee
|
| | | $ | * | | |
|
NYSE and TSX listing fees
|
| | | | ** | | |
|
Blue sky fees and expenses
|
| | | | ** | | |
|
Transfer agent fees
|
| | | | ** | | |
|
Printing and engraving costs
|
| | | | ** | | |
|
Legal fees and expenses
|
| | | | ** | | |
|
Accounting fees and expenses
|
| | | | ** | | |
|
Miscellaneous
|
| | | | ** | | |
|
Total
|
| | | | ** | | |
|
Exhibit
|
| |
Description
|
|
| 3.1 | | | | |
| 3.2 | | | | |
| 3.3 | | | | |
| 3.4 | | | | |
| 3.5 | | | | |
| 3.6 | | | | |
| 5.1 | | | | |
| 8.1* | | | Opinion of Torys LLP, as to certain tax matters. | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | | | |
| 23.4 | | | | |
| 24.1 | | | | |
|
107
|
| | |
| | | |
BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS
PARTNERS LIMITED |
| |||
| | | | By: | | |
/s/ Jane Sheere
Name: Jane Sheere
Title: Secretary |
|
|
Signature
|
| |
Title
|
|
|
/s/ Cyrus Madon
Cyrus Madon
|
| |
Chief Executive Officer of Brookfield Private Equity L.P., a service provider to the Registrant (Principal Executive Officer)
|
|
|
/s/ Jaspreet Dehl
Jaspreet Dehl
|
| |
Chief Financial Officer of Brookfield Private Equity L.P., a service provider to the Registrant (Principal Financial and Accounting Officer)
|
|
|
/s/ Jeffrey Blidner
Jeffrey Blidner
|
| |
Director of Brookfield Business Partners Limited
|
|
|
/s/ Stephen Girsky
Stephen Girsky
|
| |
Director of Brookfield Business Partners Limited
|
|
|
/s/ David Hamill
David Hamill
|
| |
Director of Brookfield Business Partners Limited
|
|
|
Signature
|
| |
Title
|
|
|
/s/ Anne Ruth Herkes
Anne Ruth Herkes
|
| |
Director of Brookfield Business Partners Limited
|
|
|
/s/ John Lacey
John Lacey
|
| |
Director of Brookfield Business Partners Limited
|
|
|
/s/ Don Mackenzie
Don Mackenzie
|
| |
Director of Brookfield Business Partners Limited
|
|
|
/s/ Patricia Zuccotti
Patricia Zuccotti
|
| |
Director of Brookfield Business Partners Limited
|
|
| | | | BROOKFIELD BBP US HOLDINGS LLC | | |||
| | | | By: | | |
/s/ Sean McLaughlan
Name: Sean McLaughlan
Title: Managing Director |
|
Exhibit 5.1
Brookfield Business Partners L.P. | Email mebrewer@applebyglobal.com |
73 Front Street, 5th Floor | |
Hamilton HM 12 | Direct Dial +1 441 298 3226 |
Bermuda | Tel +1 441 295 2244 |
Fax +1 441 292 8666 | |
Your Ref | |
Appleby Ref 433310.0033 | |
7 July 2023 |
Dear Sirs/Mesdames
Brookfield Business Partners L.P.
We have acted as legal advisers as to matters of Bermuda law to Brookfield Business Partners L.P., an exempted limited partnership organized under the laws of Bermuda (Partnership). We have been requested to render this opinion in connection with the filing by the Partnership of:
1. | an automatic shelf registration statement on Form F-3 dated 7 July 2023 (Registration Statement); |
2. | the base shelf prospectus contained in the Registration Statement dated 7 July 2023 (Prospectus); |
3. | any prospectus supplement to the Prospectus used in connection with any offering of Units (as defined in the Prospectus) pursuant to the Registration Statement (Prospectus Supplement); and |
4. | any “free writing prospectus” within the meaning of Rule 405 under the U.S. Securities Act of 1933, as amended (Securities Act), (Free Writing Prospectus), |
with the Securities and Exchange Commission (SEC) pursuant to the Securities Act, and the rules and regulations promulgated thereunder, relating to limited partnership units of the Partnership (Unissued Units) to be issued from time to time pursuant to Rule 415 under the Securities Act.
For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (Documents).
Assumptions
In stating our opinion we have assumed:
1. | the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies; |
2. | the genuineness of all signatures on the Documents; |
3. | the authority, capacity and power of persons signing the Documents; |
4. | that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete; |
5. | that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein; |
6. | the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have searched or enquired or have caused searches or enquiries to be conducted, that such search and enquiry did not fail to disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search was conducted and the enquiries were made, and that the information disclosed by the Company and Partnership Searches and the Litigation Search is accurate and complete in all respects and such information has not been materially altered since the date and time of the Company and Partnership Searches and the Litigation Search; |
7. | that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Partnership in connection with the Registration Statement or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction; and |
8. | any amendment to the Registration Statement and the Prospectus is properly authorized by the Partnership and the terms and transactions contemplated by any such amendment and/or any Prospectus Supplement and/or Free Writing Prospectus adopted would not be inconsistent with the Resolutions and the terms and transactions contemplated by the Registration Statement and the Prospectus as of the date hereof. |
Opinion
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
1. | The Partnership is an exempted limited partnership established and existing under the laws of Bermuda. The Partnership possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda. All suits in respect of the business of the Partnership shall be prosecuted by and against its general partner(s) in its capacity as general partner(s) of the Partnership. |
2. | When duly authorized, allotted, issued and fully paid for pursuant to the terms of the Resolutions and in accordance with the terms and conditions referred to or summarized in any Prospectus Supplement and/or Free Writing Prospectus and the Constitutional Documents, when taken together with the Prospectus and the Registration Statement (including any documents incorporated by reference therein), the Unissued Units will be validly issued, fully paid and non-assessable units of the Partnership. |
Reservations
We have the following reservations:
1. | We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof. |
2. | Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of such other jurisdiction. |
3. | Any reference in this opinion to units of the Partnership being “non-assessable” shall mean, in relation to fully-paid units of the Partnership and subject to any contrary provision in any agreement in writing between the Partnership and the holder of such units, that: no holder shall be obliged to contribute further amounts to the capital of the Partnership, either in order to complete payment for their Units, to satisfy claims of creditors of the Partnership, or otherwise. |
4. | The Limited Partnership Act 1883 (Act) provides that a limited partner shall be liable as a general partner if he takes part in the management of the partnership. |
5. | A limited partner is liable to the Partnership, or to its creditors, for any amount in respect of such limited partner’s contribution to the Partnership to the extent such contribution has not been contributed in full, or to the extent such contribution is either released or returned to the limited partner contrary to the restrictions on reductions of capital contained in the Act. |
6. | A limited partner is liable for damages on account of misrepresentation in respect of false statements contained in the certificate of limited partnership, any supplementary certificates or certificate of cancellation in respect of the Partnership, to the extent a limited partner signed such certificate, or caused another to sign it on his/her behalf, and knew such statement to be false at the time of signature. |
7. | Every partner of the Partnership who is guilty of any fraud in the affairs of the Partnership shall be liable civilly to the party injured to the extent of his damage and shall be liable for penalties applicable to offences committed against the Act. |
8. | In opinion paragraph 1, the term ‘good standing’ means only that the Partnership has received a Certificate of Compliance from the Registrar of Companies in Hamilton, Bermuda which confirms that it has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax. |
9. | In order to issue this opinion we have carried out the Company and Partnership Searches as referred to in the Schedule and have not enquired as to whether there has been any change since the date of such searches. |
10. | In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule and have not enquired as to whether there has been any change since the date of such search. |
11. | Searches of the Register of Companies at the office of the Registrar of Companies are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal: |
(i) | details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book or Judgment Book; |
(ii) | details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded; |
(iii) | whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded; |
(iv) | whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or |
(v) | whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Companies Act 1981. |
12. | With respect to opinion 2, we have relied upon statements and representations made to us in the Officer’s Certificate provided to us by an authorised officer of the General Partner for the purposes of this opinion. We have made no independent verification of the matters referred to in the Officer’s Certificate, and we qualify such opinion to the extent that the statements or representations made in the Officer’s Certificate are not accurate in any respect. |
Disclosure
This opinion is addressed to you in connection with the registration of the Units with the SEC and is not to be used, quoted or relied upon for any other purpose. We consent to the filing of this opinion as an exhibit to the Registration Statement of the Partnership and further consent to the reference to our firm under the caption “Legal Matters” in the Prospectus.
This opinion is governed by and is to be construed in accordance with Bermuda law. Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change.
Yours faithfully
/s/ Appleby (Bermuda) Limited
Appleby (Bermuda) Limited
SCHEDULE
1. | The respective electronic extracts provided to us by the office of the Registrar of Companies each dated 6 July 2023 in respect of Brookfield Business Partners Limited, the general partner of the Partnership (General Partner), and the Partnership on their files maintained at office of the Registrar of Companies (collectively, the Company and Partnership Searches). |
2. | The entries and filings shown in respect of the General Partner and the Partnership in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by searches conducted on 6 July 2023 (Litigation Search). |
3. | A PDF copy of a certified copy of the following documents in respect of the Partnership: (i) the Certificate of Registration of an Exempted and Limited Partnership effective 18 January 2016 together with a copy of the Limited Particulars and the Exempted Particulars each dated 18 January 2016; (ii) the Certificate of Deposit of Supplementary Certificate of a Limited Partnership and an Exempted Partnership dated 16 June 2016 together with a copy of the Supplementary Exempted Particulars and the Supplementary Limited Particulars each dated 16 June 2016; and (iii) the Amended and Restated Limited Partnership Agreement dated 31 May 2016 as amended by the First Amendment to the Amended and Restated Limited Partnership Agreement dated 17 June 2016, the Second Amendment to the Amended and Restated Limited Partnership Agreement dated 18 May 2020 and the Third Amendment to the Amended and Restated Limited Partnership Agreement dated 15 March 2022; (Partnership Agreement, and collectively with (i) and (ii) above, Partnership Constitutional Documents). |
4. | Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws of the General Partner (GP Constitutional Documents, together with the Partnership Constitutional Documents, Constitutional Documents). |
5. | Certified copies of the minutes of the meeting of the Board of Directors of the General Partner held on 26 June 2023 (Resolutions). |
6. | Certificates of Compliance each dated 6 July 2023 issued by the Registrar of Companies in respect of the General Partner and the Partnership. |
7. | An officer’s certificate signed by an officer of the General Partner, in its capacity as general partner of the Partnership (Officer’s Certificate). |
8. | Copy of the Registration Statement. |
9. | Copy of the Prospectus. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our reports dated March 6, 2023, relating to the financial statements of Brookfield Business Partners L.P. (the “Partnership”) and the effectiveness of the Partnership’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of the Partnership for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
July 7, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated August 9, 2022, relating to the financial statements of CDK Global, Inc., appearing in the Current Report on Form 6-K of Brookfield Business Partners L.P. and Brookfield Business Corporation filed on July 7, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
Chicago, Illinois
July 7, 2023
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated March 2, 2022 relating to the financial statements of the Lottery Business (a carve-out of certain operations of Scientific Games Corporation), appearing in the Current Report on Form 6-K of Brookfield Business Partners L.P. and Brookfield Business Corporation filed on May 3, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte & Touche LLP
Las Vegas, Nevada
July 7, 2023
Exhibit 107
EX-FILING FEES
Calculation of Filing Fee Tables
Form F-3
(Form Type)
Brookfield Business Partners L.P.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title |
Fee
Calculation Rule or Instruction |
Amount
Registered |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee Rate | Amount
of Registration Fee |
Carry
Forward Form Type |
Carry
Forward File Number |
Carry
Forward Initial Effective Date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Limited Partnership Interests | Limited Partnership Units | Rule 456(b) and Rule 457(r) | (1) | (1) | (1) | (2) | (2) | ||||
Fees Previously Paid | – | – | – | – | – | – | – | |||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | – | – | – | – | – | – | – | – | – | |||
Total Offering Amounts | (1) | (2) | ||||||||||
Total Fees Previously Paid | - | |||||||||||
Total Fee Offsets | - | |||||||||||
Net Fee Due | (2) |
(1) An indeterminate aggregate initial offering price or number of Limited Partnership Units of Brookfield Business Partners L.P. (the “Registrant”) is being registered as may from time to time be issued at indeterminate prices. Pursuant to Rule 416 under the Securities Act, this Registration Statement also covers an indeterminate number of additional securities that may be offered or issued by the Registrant in connection with any stock split, stock dividend or any similar transaction.
(2) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant is deferring payment of all of the registration fee.
#IX;7!M971A/B \/WAP86-K970@
M96YD/2)R(C\^_^X #D%D;V)E &3 ?_; (0 ! ,# P,#! ,#! 8$ P0&
M!P4$! 4'" 8&!P8&" H("0D)"0@*"@P,# P,"@P,#0T,#!$1$1$1%!04%!04
M%!04% $$!04(!P@/"@H/% X.#A04%!04%!04%!04%!04%!04%!04%!04%!04
M%!04%!04%!04%!04%!04%!04%!04%!04_\ $0@ N 3/ P$1 (1 0,1 ?_$
M ,@ 0 " @,! 0 ("08' P0% @$! 0 " P$!
M %!@,$!P(!$ ! P," @0&"PL(!0P" P ! (#! 4&$0$B\$(TLO%B@B,4DD/_V@ , P$ A$#$0 _ /+]<3>G]*MW[$S[
MZN_L]OL?.4CW>XVKF'KB;T_I5N_8F??3V>WV/G'N]QM7,/7$WI_2K=^Q,^^G
ML]OL?./=[C:N8>N)O3^E6[]B9]]/9[?8^<>[W&U G]*MW[$S[Z>SV^Q
M\X]WN-JYAZXF]/Z5;OV)GWT]GM]CYQ[O<;5S#UQ-Z?TJW?L3/OI[/;['SCW>
MXVKF'KB;T_I5N_8F??3V>WV/G'N]QM7,/7$WI_2K=^Q,^^GL]OL?./=[C:N8
M>N)O3^E6[]B9]]/9[?8^<>[W&U G]*MW[$S[Z>SV^Q\X]WN-JYAZXF]/Z5;OV)GWT]GM]CYQ[O<;
M5S&@E-$.$ 0! $ 0! $ 0! $ 0! $!]1R20R,FA>Z.6-P?'(PEKFN:=001Q!
M!7QK$)X$@MJN]GG6$RPVW+I),IQD$-=\Y?K<8&>&*=QU?I\&777H#FJ%NLII
MU=,/UET?S<35KFM2EHG^T>DG1A&=XON)8H ?./\ -V5_X['N>FOYE>0I?\ K@EUN5X:OR3^6V "-*AEOET TT_L$##[9;JKWE3QMH_/BRBYJL+F7RX(TLI8B@
M@" ( @" ( @" L?[I'H-L?ZQ7^=R*BYM_I?RX%YRG_.OGQ-X*()8( @" ( @
M.&KI*:OI9Z&MA944=3&^&H@E:'QR12-+7, Q+5N_0GX9<#:M/6AXH\2UU =P^!&'.\( XK1N
M;VE07[/3LY3=MK*K7?ZK1MY">^SVPF'[0TG;T+?WGE,[.2LOM0P"4M/3'"S4
MB*/P@'5WOB=!I3;R_J7#TZ(["XV=A3MUHTRVFUE'$B$ 0! $!3[=_P"]J_\
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M_DT6GE%:=5SE)XO1]3E452"DM31SFK3=.;B]:9Y*RF,( @/N*6
M2"5DT+S'-&X/C>TZ.:YIU!!'005\:Q">!;3M_DS
@@" ( @" ("(??M
;0>&N.G[]!*Y77\
MJNL=4M'\^99*J(7H( @" ( @-5]XK-H\&VDO] >?4PCV8]/Q-&*8(D( @" EWW'L*?-
C"DH1BL%I^A&%6 @ @" ("=OJ.;??6*\^W2_(JG
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MAC;%"QL<3 &L8P!K0!T ="TF\3=2/I $ 0! $ 0! 1QR7N<8-D^1WC):N_7
M:&KO-=4W&>&(TW9LDJY73.:WFA)Y07:#4J=I9Q4A!145H6'+R$'4R>G.;DY/
M2\>3E/+]1S;[ZQ7GVZ7Y%9/?*O=CTF/V2EWGT#U'-OOK%>?;I?D4]\J]V/2/
M9*7>?0/4