6-K
Brookfield Business Corp (BBUC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Forthe month of April 2025
Commissionfile number 001-37775
BROOKFIELDBUSINESS PARTNERS L.P.
(Exact name of Registrant as specified in itscharter)
73Front Street, 5th Floor
Hamilton, HM 12 Bermuda
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibits 99.1, 99.2 and 99.3 included in this Form 6-K are incorporated by reference into Brookfield Business Partners L.P.’s registration statements on Form F-3 (File Nos. 333-285450, 333-273181 and 333-273180-01).
The following documents, which are attached as exhibits hereto, are incorporated by reference herein:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BROOKFIELD BUSINESS PARTNERS L.P.<br><br> <br>by its general partner,BROOKFIELD BUSINESS PARTNERS LIMITED | |||
|---|---|---|---|
| Date: | April 15, 2025 | By: | /s/ Jane Sheere |
| Name: Jane Sheere | |||
| Title: Corporate Secretary |
Exhibit 99.1
STATEMENT OF ASSETS ACQUIRED AND LIABILITIESASSUMED OF
THE THERMAL MANAGEMENT BUSINESS OF nVENT ELECTRICplc (“CHEMELEX”)
As of January 30, 2025
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INDEX TO STATEMENT OF ASSETS ACQUIRED AND
LIABILITIES ASSUMED OF
THE THERMAL MANAGEMENT BUSINESSOF nVENT ELECTRIC plc
| Independent Auditor’s Report | 3 |
|---|---|
| Statement of Assets Acquired and Liabilities Assumed | 5 |
| Notes to the Statement of Assets Acquired and Liabilities Assumed | 6 |
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INDEPENDENT****AUDITOR'S REPORT
To the Managers of BCP VI Summit Management, LLC
Opinion
We have audited the statement of assets acquired and liabilities assumed of the Thermal Management Business of nVent Electric plc (the “Company”) as of January 30, 2025, and the related notes (collectively referred to as the "financial statement"). In our opinion, the accompanying financial statement presents fairly, in all material respects, the assets acquired and liabilities assumed of the Company as of January 30, 2025, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statement section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Basis of Accounting
As discussed in Note 2 to the financial statement, the financial statement has been prepared for the purposes of complying with the rules and regulations of the U.S. Securities and Exchange Commission and is not intended to be a complete presentation of the Company’s financial position. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statement
Management is responsible for the preparation and fair presentation of the financial statement in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statement that are free from material misstatement, whether due to fraud or error.
In preparing the financial statement, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for one year after the date that the financial statement is available to be issued.
Auditor's Responsibilities for the Audit of the Financial Statement
Our objectives are to obtain reasonable assurance about whether the financial statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statement.
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In performing an audit in accordance with GAAS, we:
| ◦ | Exercise professional judgment and maintain professional skepticism<br>throughout the audit. |
|---|---|
| ◦ | Identify and assess the risks of material misstatement of the<br>financial statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures<br>include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. |
| --- | --- |
| ◦ | Obtain an understanding of internal control relevant to the<br>audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion<br>on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. |
| --- | --- |
| ◦ | Evaluate the appropriateness of accounting policies used and<br>the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial<br>statement. |
| --- | --- |
| ◦ | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about<br>the Company's ability to continue as a going concern for a reasonable period of time. |
| --- | --- |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ DELOITTE & TOUCHE, LLP
Minneapolis, Minnesota
April 15, 2025
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THE THERMAL MANAGEMENT BUSINESS OF nVENT ELECTRICplc
STATEMENT OF ASSETS ACQUIRED AND LIABILITIESASSUMED
| US$ MILLIONS | Notes | As of<br> <br><br>January 30, 2025 | ||
|---|---|---|---|---|
| ASSETS ACQUIRED | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | 35 | ||
| Accounts receivable | 91 | |||
| Inventory | 3 | 109 | ||
| Other current assets | 53 | |||
| 288 | ||||
| Non-Current Assets | ||||
| Property, plant and equipment | 4 | 96 | ||
| Intangible assets | 5 | 804 | ||
| Goodwill | 5 | 645 | ||
| Other non-current assets | 34 | |||
| Total Assets Acquired | $ | 1,867 | ||
| LIABILITIES ASSUMED | ||||
| Current Liabilities | ||||
| Accounts payable | $ | 37 | ||
| Other current liabilities | 6 | 71 | ||
| 108 | ||||
| Non-Current Liabilities | ||||
| Other non-current liabilities | 7 | 105 | ||
| Total Liabilities Assumed | $ | 213 | ||
| Net assets acquired | $ | 1,654 |
See accompanying notes to the Statement of AssetsAcquired and Liabilities Assumed
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THE THERMAL MANAGEMENT BUSINESS OF nVENT ELECTRICplc
NOTES TO STATEMENT OF ASSETS
ACQUIRED AND LIABILITIES ASSUMED
NOTE 1. DESCRIPTIONOF THE BUSINESS
On January 30, 2025 (the “acquisition date”), Brookfield Business Partners L.P. (the “partnership”), an owner and operator of business services and industrials operations on a global basis, together with institutional partners, through one of its subsidiaries, completed the acquisition of the Thermal Management Business of nVent Electric plc (the “company” or “Chemelex”), a leading manufacturer of electric heat tracing systems, through a carve-out from nVent Electric plc (the “seller”), a larger industrial company for total consideration of $1,654 million.
Chemelex provides mission critical heat management solutions that protect people and assets and enhance process efficiency and performance. The company’s offerings help ensure critical safety, maximize uptime and deliver lower total cost of ownership. Chemelex is a global leader in thermal management solutions with a large installed base. For industrial and energy, product solutions include heat tracing for freeze protection and process temperature maintenance and temperature control for commercial, residential and infrastructure, Chemelex provides products such as pipe freeze protection, surface deicing, hot water temperature maintenance, floor heating, fire rated wiring and leak detection.
NOTE 2. SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES
| (a) | Basis of presentation |
|---|
The accompanying Statement of Assets Acquired and Liabilities Assumed (the “Statement”) presents the assets acquired and liabilities assumed of Chemelex at fair value as of the acquisition date in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying Statement is not intended to be a complete presentation of financial position, results of operations, or cash flows of Chemelex in conformity with GAAP, on a standalone basis.
The company has not historically prepared or reported financial statements on a standalone basis. This statement has been prepared by management giving consideration to the rules and regulations of the Securities and Exchange Commission (“SEC”), including guidance issued under Rule 3-05 of Regulation S-X, Significant Acquisition Carve-out Financial Statement Reporting Requirements.
The acquisition of Chemelex was recorded using the acquisition method of accounting in accordance with GAAP. The purchase price allocation was based on the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed at the date of acquisition and represents management’s best estimate based on available data. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill.
| (b) | Use of Estimates |
|---|
The preparation of the Statement and related disclosures in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amounts reported therein. The company bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances at the time. Actual results may differ from these estimated amounts.
| (c) | Cash and cash equivalents |
|---|
Cash and cash equivalents include all cash balances and highly liquid investments with original maturities of three months or less.
| (d) | Accounts receivable and accounts payable |
|---|
Accounts receivable and accounts payable were recorded at fair value on the date of acquisition.
| (e) | Inventory |
|---|
Inventory is recorded at fair value, which establishes a new cost basis, at the date of acquisition. Fair value of inventory is based on expected sale prices less cost to sell for finished goods or cost to complete for work-in-progress inventory, and carrying value at the date of acquisition for raw materials.
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| (f) | Billings in Excess of Cost and Costs in Excess |
|---|
Costs in excess consist of unbilled amounts resulting from sales under long-term contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer, such as when the customer retains a small portion of the contract price until completion of the contract. We typically receive interim payments on sales under long-term contracts as work progresses, although for some contracts, we may be entitled to receive an advance payment. Billings in excess of cost consist of advanced payments and billings in excess of revenue recognized.
Costs in excess are recorded within Other current assets and billings in excess of costs are recorded within Other current liabilities in the Statement of Assets Acquired and Liabilities Assumed.
| (g) | Property, plant and equipment |
|---|
Property, plant and equipment is recorded at fair value, which establishes a new cost basis, at the date of acquisition. Fair values for the acquired property, plant and equipment are based on current market values and reproduction or replacement costs of similar assets.
The property, plant, and equipment acquired primarily consists of land, buildings and leasehold improvements, and machinery and equipment. Depreciation will be computed using the straight-line method based on the following estimated useful lives:
| Buildings and leasehold improvements | 5 to 50 years |
|---|---|
| Machinery and equipment | 3 to 15 years |
| (h) | Intangible assets |
| --- | --- |
Identifiable intangible assets acquired are recognized separately from goodwill and are initially recognized at their fair values at the acquisition date. Identifiable intangible assets consist of customer relationships, proprietary technology, computer software, patents, and trade names. Subsequent to initial recognition, intangible assets with definite lives are reported at cost less any accumulated amortization and any accumulated impairment losses and those intangible assets with indefinite lives are not amortized. Finite life intangible assets are amortized on a straight-line basis over the respective estimated periods for which the intangible assets will provide economic benefit to the company as follows:
| Customer relationships | 10 years |
|---|---|
| Proprietary technology and patents | 10 years |
| Computer software | 5 years |
The company’s trade names have been assessed to have indefinite useful lives and are evaluated for impairment annually or more often if events or circumstances indicate there may be an impairment. Any impairment of the indefinite life intangible assets is recorded in the period in which the impairment is identified.
| (i) | Goodwill |
|---|
Goodwill represents the excess of the purchase price consideration paid for the acquisition over the fair value of the identifiable assets acquired and liabilities assumed.
Goodwill is tested annually for impairment and is tested for impairment more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test is performed by comparing the fair value of the reporting unit with its carrying amount, and recognizing an impairment expense for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.
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| (j) | Fair value measurements |
|---|
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:
| Level 1 – | Valuation is based on observable inputs such as quoted market prices (unadjusted) for identical assets or liabilities in active markets. |
|---|---|
| Level 2 – | Valuation is based on inputs such as quoted market prices for similar assets or liabilities in active markets or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument |
| Level 3 – | Valuation is based upon other unobservable inputs that are significant to the fair value measurement. |
In making fair value measurements, observable market data must be used when available. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
The company uses estimates and assumptions to assign fair value to the tangible and identifiable intangible assets acquired and liabilities assumed based on information that existed as of the acquisition date. The company believes that the information available provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed.
The fair value of cash and cash equivalents, accounts receivable and other current assets, accounts payable, other current liabilities, and other long-term liabilities approximated their carrying value at the date of acquisition due to their short maturities and/or because their terms are similar to market terms.
| (k) | Foreign currency translation |
|---|
The company’s functional and presentation currency is U.S. dollars. Assets and liabilities of foreign operations having a functional currency other than the U.S. dollar are translated at the appropriate fixed exchange rates as of the acquisition date.
| (l) | Income taxes |
|---|
Deferred income tax liabilities are accounted for using the liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets and liabilities are not subject to discounting and are measured at the tax rates that are anticipated to apply in the period in which the asset is realized or the liability is settled based on tax rates and tax laws enacted or substantively enacted as of the acquisition date. The net deferred tax liability as at January 30, 2025 was $72 million.
As of January 30, 2025, a valuation allowance of $6 million has been recorded to record only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses by tax jurisdiction is no longer present and additional weight may be given to subjective evidence such as our projections for growth.
| (m) | Other |
|---|
Included in the assets acquired and liabilities assumed are other current and non-current assets, other current and non-current liabilities, pension and other post retirement compensation liabilities which are recorded at fair value, which approximated their carrying value at the date of acquisition due to their short maturities and/or because their terms are similar to market terms. This establishes a new cost basis on the date of acquisition.
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NOTE 3. INVENTORY
The following table presents the fair values of inventory acquired:
| (US$ MILLIONS) | January 30,<br> 2025 | |
|---|---|---|
| Raw materials and supplies | $ | 28 |
| Work-in-progress | 13 | |
| Finished goods | 68 | |
| Total | $ | 109 |
NOTE 4. PROPERTY,PLANT AND EQUIPMENT
The following table presents the fair values of property, plant and equipment acquired:
| (US$ MILLIONS) | January 30,<br> 2025 | |
|---|---|---|
| Land | $ | 22 |
| Buildings and leasehold improvements | 37 | |
| Machinery and equipment | 37 | |
| Total | $ | 96 |
NOTE 5. GOODWILLAND INTANGIBLE ASSETS
Goodwill represents the excess of the purchase price consideration over the fair value of the underlying assets acquired and liabilities assumed. The purchase price allocation resulted in the recognition of $645 million of goodwill.
The following table presents the fair value of the identifiable intangible assets acquired:
| (US$ MILLIONS) | January 30,<br> 2025 | |
|---|---|---|
| Definite-life intangible assets: | ||
| Customer relationships | $ | 498 |
| Proprietary technologies and patents | 62 | |
| Computer software | 46 | |
| Indefinite-life intangible assets: | ||
| Trade names | 198 | |
| Total | $ | 804 |
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Customer relationships pertain to strong and continuing relationships with customers which contribute to the revenues and cash flows generated by the company. The fair value of the acquired customer relationships was determined using the multi-period excess earnings method under the income approach. This method requires identifying the future revenue that would be generated by existing customers at the time of acquisition, considering an appropriate attrition rate based on the historical experience of the company, deducting expenses and a required return on other contributory assets. Appropriate expenses and charges for the return on contributory assets are deducted from earnings. The after-tax cash flows attributable to the asset are discounted back to their net present value at an appropriate rate of return and summed to calculate the value of the customer relationships. The customer relationships acquired were assessed to have estimated useful lives of 10 years.
The fair value of the acquired proprietary technology, patents and trade names was determined using the relief from royalty method, which is a risk-adjusted discounted cash flow approach. The relief from royalty method values an intangible asset by estimating the royalties saved through ownership of the asset. The relief from royalty method requires identifying the future revenue that would be generated by the asset, multiplying it by a royalty rate deemed to be avoided through ownership of the asset and discounting the projected royalty savings amounts back to the acquisition date. The royalty rate used in the valuation was based on consideration of market rates for similar categories of assets. The discount rate used in the valuation was based on the company’s weighted average cost of capital, the risk profile of earnings associated and the overall composition of the acquired assets. The acquired trade names were assessed to have indefinite useful life. The proprietary technology and patents were assessed to have estimated useful lives of 10 years.
The intangible assets acquired will be amortized utilizing the methodology discussed in Note 2 (h). The carrying amount of goodwill and intangible assets is reviewed periodically to determine whether there is any indication of impairment.
The table below outlines the estimated future amortization expense for identifiable intangible assets acquired over the next five years:
| (US$ MILLIONS) | Amortization expense | |
|---|---|---|
| 2025 (remaining period) | $ | 60 |
| 2026 | 65 | |
| 2027 | 65 | |
| 2028 | 65 | |
| 2029 | 65 | |
| Total | $ | 320 |
Actual amortization expense in future periods may differ from the amounts above as a result of changes in fair value and useful life estimates, dispositions, impairments and/or other relevant factors.
NOTE 6. OTHERCURRENT LIABILITIES
Other current liabilities of $71 million consist of $23 million of accrued compensation and benefits, $13 million of billings in excess of costs, $7 million of VAT payable, and $28 million of other liabilities.
NOTE 7. OTHERNON-CURRENT LIABILITIES
Other non-current liabilities of $105 million consist of deferred tax liabilities of $73 million, $14 million of operating lease liabilities, $11 million of pension liabilities, and $7 million of other non-current liabilities.
NOTE 8. SUBSEQUENTEVENTS
Subsequent events have been evaluated through April 15, 2025, the date the Statement was available to be issued, and no events were identified for disclosure.
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Exhibit 99.2
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
These Unaudited Pro Forma Financial Statements of Brookfield Business Partners L.P. (the “partnership”) are prepared based on the historical consolidated financial statements of the partnership and the audited Statement of Assets Acquired and Liabilities Assumed of the Thermal Management Business of nVent Electric plc (“Chemelex”) and have been prepared to illustrate the pro forma effects of the following consummated transactions (collectively, the “Transactions”) on the consolidated financial statements of the partnership:
| · | On January 16, 2025, the partnership’s offshore oil services completed the previously announced<br>sale of its shuttle tanker operation for consideration of approximately $484 million (the “shuttle tanker disposition”).<br>The assets and liabilities associated with this operation were classified as held for sale in the partnership’s historical financial<br>statements as at December 31, 2024. The consummated disposition is considered to be significant to the partnership. |
|---|---|
| · | On January 30, 2025, the partnership, together with institutional partners, completed the acquisition<br>of Chemelex, a leading manufacturer of electric heat tracing systems, through a carve-out from a larger industrial company for total consideration<br>of $1,654 million (the “Chemelex acquisition”). The investment was funded with approximately $830 million of equity<br>and $824 million of subsidiary debt financing. The partnership holds a 100% voting interest and an approximate 25% economic interest<br>in Chemelex on closing. |
| --- | --- |
In accordance with a request for relief granted by the Securities and Exchange Commission (“SEC”) pursuant to the authority granted under Rule 3-13 of Regulation S-X under the Securities and Exchange Act of 1934, as amended, the SEC permitted the partnership to substitute an audited Statement of Assets Acquired and Liabilities Assumed of Chemelex as of the acquisition date in lieu of the audited historical financial statements required by Rule 3-05 of Regulation S-X. Accordingly, the accompanying Unaudited Pro Forma Statement of Financial Position has been prepared to reflect the allocation of the Chemelex acquisition purchase price to identifiable net assets acquired and the excess purchase price has been allocated to goodwill as if the acquisition occurred on December 31, 2024. The Unaudited Pro Forma Statements of Operating Results does not include the historical operating results of Chemelex. Chemelex has not historically prepared financial statements on a standalone basis and therefore, the historical statement of operating results related to the periods included in the Unaudited Pro Forma Financial Statements was not available.
The information in the Unaudited Pro Forma Statements of Operating Results for the year ended December 31, 2024 gives effect to the pro forma adjustments as if the shuttle tanker disposition had been consummated on January 1, 2024. No adjustments were made for the Chemelex acquisition as discussed above.
The information in the Unaudited Pro Forma Statement of Financial Position as at December 31, 2024 gives effect to the pro forma adjustments as if the each of the Transactions had been consummated on December 31, 2024.
All financial data in the Unaudited Pro Forma Financial Statements is presented in U.S. dollars, unless otherwise noted, and the Unaudited Pro Forma Financial Statements have been prepared in accordance with Article 11 of Regulation S-X using accounting policies that are consistent with IFRS® Accounting Standards as issued by the International Accounting Standards Board (“IASB”).
The Unaudited Pro Forma Financial Statements are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. All financial data for the shuttle tanker disposition has been derived from the historical financial information of the business disposed, which were included in the audited consolidated financial statements of the partnership as at December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023, and 2022. The notes to the Unaudited Pro Forma Financial Statements provide a detailed discussion of how such adjustments were derived and presented in the Unaudited Pro Forma Financial Statements. The Unaudited Pro Forma Financial Statements should be read in conjunction with the audited consolidated financial statements of the partnership as at December 31, 2024 and 2023 and for the years ended December 31, 2024, 2023 and 2022 and the audited Statement of Assets Acquired and Liabilities Assumed of Chemelex as of January 30, 2025.
The Unaudited Pro Forma Financial Statements have been prepared for illustrative purposes only and are not necessarily indicative of the financial position or operating results of the partnership had the Transactions occurred on the dates indicated, nor is such pro forma financial information necessarily indicative of the results to be expected for any future period. The actual financial position and operating results may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
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UNAUDITED PRO FORMA STATEMENT OF FINANCIALPOSITION
| US$ MILLIONS<br> <br>As at December 31, 2024 | Brookfield<br> Business<br> Partners L.P.<br> (historical) | Shuttle tanker<br> (consummated<br> disposition) | Notes | Chemelex<br> (consummated<br> acquisition) | Transaction<br> Accounting<br> Adjustments -<br> Chemelex | Financing<br> transactions -<br> Chemelex | Pro Forma -<br> Combined | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Note 2) | (Note 2c) | (Note 2d) | ||||||||||||||
| Assets | ||||||||||||||||
| Current Assets | ||||||||||||||||
| Cash and cash equivalents | $ | 3,239 | $ | 484 | (1f) | $ | 35 | $ | — | 39 | $ | 3,797 | ||||
| Financial assets | 1,537 | — | — | — | — | 1,537 | ||||||||||
| Accounts and other receivable, net | 5,178 | (102 | ) | (1a) | 91 | — | — | 5,167 | ||||||||
| Inventory, net | 2,416 | — | 109 | — | — | 2,525 | ||||||||||
| Other assets | 2,969 | (1,637 | ) | (1a) | 53 | — | — | 1,385 | ||||||||
| 15,339 | (1,255 | ) | 288 | — | 39 | 14,411 | ||||||||||
| Non-Current Assets | ||||||||||||||||
| Financial assets | 10,834 | — | — | — | — | 10,834 | ||||||||||
| Accounts and other receivable, net | 1,101 | — | — | — | — | 1,101 | ||||||||||
| Other assets | 343 | — | 14 | — | 4 | 361 | ||||||||||
| Property, plant and equipment | 13,232 | — | 115 | — | — | 13,347 | ||||||||||
| Deferred income tax assets | 1,744 | — | 1 | — | — | 1,745 | ||||||||||
| Intangible assets | 18,317 | — | 804 | — | — | 19,121 | ||||||||||
| Equity accounted investments | 2,325 | — | — | — | — | 2,325 | ||||||||||
| Goodwill | 12,239 | — | 645 | — | — | 12,884 | ||||||||||
| $ | 75,474 | $ | (1,255 | ) | $ | 1,867 | $ | — | $ | 43 | $ | 76,129 | ||||
| Liabilities and Equity | ||||||||||||||||
| Current Liabilities | ||||||||||||||||
| Accounts payable and other | $ | 10,550 | $ | (1,474 | ) | (1a), (1e) | $ | 108 | $ | 34 | $ | — | $ | 9,218 | ||
| Non-recourse borrowings in subsidiaries of the partnership | 1,616 | — | — | — | 5 | 1,621 | ||||||||||
| 12,166 | (1,474 | ) | 108 | 34 | 5 | 10,839 | ||||||||||
| Non-Current Liabilities | ||||||||||||||||
| Accounts payable and other | 6,141 | — | 32 | — | — | 6,173 | ||||||||||
| Corporate borrowings | 2,142 | — | — | — | — | 2,142 | ||||||||||
| Non-recourse borrowings in subsidiaries of the partnership | 35,104 | — | — | — | 862 | 35,966 | ||||||||||
| Deferred income tax liabilities | 2,613 | — | 73 | — | — | 2,686 | ||||||||||
| 58,166 | (1,474 | ) | 213 | 34 | 867 | 57,806 | ||||||||||
| Equity | (1c) | (2a) | (2e) | (2e) | ||||||||||||
| Limited partners | 1,752 | 40 | 142 | (3 | ) | (71 | ) | 1,860 | ||||||||
| Non-controlling interests attributable to: | ||||||||||||||||
| Redemption-exchange units | 1,644 | 37 | 133 | (3 | ) | (66 | ) | 1,745 | ||||||||
| Special limited partner | — | — | — | — | — | — | ||||||||||
| BBUC exchangeable shares | 1,721 | 39 | 139 | (3 | ) | (69 | ) | 1,827 | ||||||||
| Preferred securities | 740 | — | — | — | — | 740 | ||||||||||
| Interest of others in operating subsidiaries | 11,451 | 103 | 1,240 | (25 | ) | (618 | ) | 12,151 | ||||||||
| $ | 17,308 | $ | 219 | $ | 1,654 | $ | (34 | ) | $ | (824 | ) | $ | 18,323 | |||
| $ | 75,474 | $ | (1,255 | ) | $ | 1,867 | $ | — | $ | 43 | $ | 76,129 |
See the accompanying notes to the UnauditedPro Forma Financial Statements.
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UNAUDITED PRO FORMA STATEMENTS OF OPERATINGRESULTS
| Transaction Accounting Adjustments | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| US$ MILLIONS (except as noted)<br> <br>Forthe year ended December 31, 2024 | Brookfield<br> Business<br> Partners L.P.<br> (historical) | Shuttle tanker<br> (consummated<br> disposition) | Notes | Pro Forma -<br> Combined | |||||||
| (1b) | |||||||||||
| Revenues | $ | 40,620 | $ | (500 | ) | $ | 40,120 | ||||
| Direct operating costs | (34,883 | ) | 360 | (34,523 | ) | ||||||
| General and administrative expenses | (1,267 | ) | 21 | (1,246 | ) | ||||||
| Interest income (expense), net | (3,104 | ) | 124 | (2,980 | ) | ||||||
| Equity accounted income (loss) | 90 | — | 90 | ||||||||
| Impairment reversal (expense), net | (981 | ) | — | (981 | ) | ||||||
| Gain (loss) on acquisitions/dispositions, net | 692 | 219 | (1c) | 911 | |||||||
| Other income (expense), net | (573 | ) | (21 | ) | (594 | ) | |||||
| Income (loss) before income tax | 594 | 203 | 797 | ||||||||
| Income tax (expense) recovery | |||||||||||
| Current | (646 | ) | 3 | (1d) | (643 | ) | |||||
| Deferred | 947 | 1 | (1d) | 948 | |||||||
| Net income (loss) | $ | 895 | $ | 207 | $ | 1,102 | |||||
| Attributable to: | |||||||||||
| Limited partners | $ | (37 | ) | $ | 39 | $ | 2 | ||||
| Non-controlling interests attributable to: | |||||||||||
| Redemption-exchange units | (35 | ) | 35 | — | |||||||
| Special limited partner | — | — | — | ||||||||
| BBUC exchangeable shares | (37 | ) | 37 | — | |||||||
| Preferred securities | 52 | — | 52 | ||||||||
| Interest of others in operating subsidiaries | 952 | 96 | 1,048 | ||||||||
| $ | 895 | $ | 207 | $ | 1,102 | ||||||
| Basic and diluted earnings (loss) per limited partner unit | $ | (0.50 | ) | $ | 0.03 | ||||||
| Weighted-average LP Units (millions) | 74.3 | 74.3 |
See the accompanying notes to the UnauditedPro Forma Financial Statements.
3
NOTES TO THE UNAUDITED PRO FORMA FINANCIAL STATEMENTS
| 1. | Altera shuttle tanker operation disposition |
|---|---|
| (1a) | On January 16, 2025, the partnership’s offshore oil services completed the previously announced<br>sale of its shuttle tanker operation. The adjustment to the Unaudited Pro Forma Statement of Financial Position includes the repayment<br>of loan receivable of $102 million included in accounts and other receivables, net, derecognition of assets held for sale of $1.6 billion,<br>included in other assets, and the derecognition of liabilities held for sale of $1.5 billion, included in accounts payable and other.<br>The transaction accounting adjustment to the Unaudited Pro Forma Statement of Financial Position to reflect the shuttle tanker disposition<br>also includes other effects discussed in note (1c), (1d), (1e) and (1f). |
| --- | --- |
| (1b) | These pro forma adjustments include the elimination of the historical operating results of the shuttle<br>tanker operation for the year ended December 31, 2024. |
| --- | --- |
| (1c) | The estimated pre-tax net gain of approximately $219 million from the disposition is reflected as<br>an adjustment on the Unaudited Pro Forma Statement of Operating Results for the year ended December 31, 2024. The estimated net gain<br>on disposition is based on the historical carrying value of the net assets as of December 31, 2024. The actual gain will be calculated<br>based on the net book value as of the closing of the transaction and therefore could differ from the current estimate. |
| --- | --- |
| (1d) | There are no current or deferred income tax impacts expected in relation to the pro forma adjustments<br>reflected in the Unaudited Pro Forma Statement of Operating Results for the year ended December 31, 2024. |
| --- | --- |
| (1e) | Includes the accrual of approximately $8 million of transaction costs incurred by the partnership<br>upon the disposition of the shuttle tanker operation. |
| --- | --- |
| (1f) | Includes estimated cash proceeds of approximately $484 million, included in cash and cash equivalents. |
| --- | --- |
4
| 2. | Chemelex acquisition |
|---|
The following table and explanatory notes present the statement of financial position as at December 31, 2024 of Chemelex, as adjusted to give effect to the Chemelex acquisition.
| US$ MILLIONS<br> <br>As at December 31, 2024 | Chemelex<br> acquisition | Accounting<br> policy and<br> reclassification | Chemelex<br> acquisition<br> (conformed) | ||||
|---|---|---|---|---|---|---|---|
| (2a) | (2b) | ||||||
| Assets | |||||||
| Current Assets | |||||||
| Cash and cash equivalents | $ | 35 | $ | — | $ | 35 | |
| Accounts and other receivable, net | — | 91 | 91 | ||||
| Accounts receivable | 91 | (91 | ) | — | |||
| Inventory, net | — | 109 | 109 | ||||
| Inventory | 109 | (109 | ) | — | |||
| Other assets | — | 53 | 53 | ||||
| Other current assets | 53 | (53 | ) | — | |||
| $ | 288 | $ | — | $ | 288 | ||
| Non-Current Assets | |||||||
| Other assets | — | 14 | $ | 14 | |||
| Other non-current assets | 34 | (34 | ) | — | |||
| Property, plant and equipment | 96 | 19 | 115 | ||||
| Deferred income tax assets | — | 1 | 1 | ||||
| Intangible assets | 804 | — | 804 | ||||
| Goodwill | 645 | — | 645 | ||||
| $ | 1,867 | $ | — | $ | 1,867 | ||
| Liabilities and Equity | |||||||
| Current Liabilities | |||||||
| Accounts payable and other | $ | — | $ | 108 | $ | 108 | |
| Accounts payable | 37 | (37 | ) | — | |||
| Other current liabilities | 71 | (71 | ) | — | |||
| $ | 108 | $ | — | $ | 108 | ||
| Non-Current Liabilities | |||||||
| Accounts payable and other | 32 | 32 | |||||
| Other non-current liabilities | 105 | (105 | ) | — | |||
| Deferred income tax liabilities | — | 73 | 73 | ||||
| $ | 213 | $ | — | $ | 213 | ||
| Equity | |||||||
| Net assets acquired | 1,654 | (1,654 | ) | $ | — | ||
| Limited partners | — | 142 | 142 | ||||
| Non-controlling interests attributable to: | |||||||
| Redemption-exchange units | — | 133 | 133 | ||||
| Special limited partner | — | — | — | ||||
| BBUC exchangeable shares | — | 139 | 139 | ||||
| Preferred securities | — | — | — | ||||
| Interest of others in operating subsidiaries | — | 1,240 | 1,240 | ||||
| $ | 1,654 | $ | — | $ | 1,654 | ||
| $ | 1,867 | $ | — | $ | 1,867 |
See the accompanying notes to the UnauditedPro Forma Financial Statements
5
NOTES TO THE UNAUDITED PRO FORMA FINANCIALSTATEMENTS
| (2a) | The Statement of Assets Acquired and Liabilities Assumed (“financial information”) of Chemelex<br>as of January 30, 2025 was prepared in accordance with accounting principles generally accepted in the United States (U.S GAAP).<br>The partnership has reviewed and determined there were no significant differences in accounting policies applied by Chemelex and the partnership. |
|---|
On January 30, 2025, the partnership, together with institutional partners, completed the Chemelex acquisition. The acquisition was accounted for by the partnership using the acquisition method, with the partnership being identified as the accounting acquirer. The following table summarizes, on a preliminary basis, the cash consideration transferred and fair value of assets acquired and liabilities assumed at the acquisition date, with the excess recorded as goodwill.
| (US MILLIONS) | ||
|---|---|---|
| Cash and cash equivalents | 35 | |
| Accounts receivable | 91 | |
| Inventory | 109 | |
| Other assets | 87 | |
| Property, plant and equipment | 96 | |
| Intangible assets | 804 | |
| Accounts payable and other liabilities | (213 | ) |
| Net identifiable assets acquired | 1,009 | |
| Goodwill | 645 | |
| Consideration transferred | 1,654 |
All values are in US Dollars.
The preliminary purchase price allocation used to prepare the transaction accounting adjustments in the Unaudited Pro Forma Statement of Financial Position is based on various assumptions to determine management’s best estimates of fair value. The final determination of the fair value of assets acquired and liabilities assumed will be completed within the one-year measurement period, once management has completed their analysis. The final purchase price allocation may differ from the information presented. Accordingly, the unaudited pro forma adjustments are preliminary and have been made solely for illustrative purposes.
| (2b) | Certain reclassification adjustments have been made to conform the presentation of Chemelex’s financial<br>information with that of the partnership’s Unaudited Pro Forma Financial Statements. In addition, certain pro forma adjustments<br>have been made to Chemelex’s financial information prepared in accordance with U.S. GAAP, in order to present such financial information<br>in accordance with IFRS Accounting Standards as issued by the IASB. The conversion of Chemelex’s historical statement of financial<br>position to that prepared under IFRS Accounting Standards included an adjustment to decrease other assets and increase property, plant<br>and equipment by approximately $19 million, primarily related to the accounting of finance leases under IFRS Accounting Standards. |
|---|---|
| (2c) | Represents the accrual of $34 million of estimated transaction costs incurred by the partnership<br>in the acquisition of Chemelex subsequent to December 31, 2024. |
| --- | --- |
| (2d) | The partnership raised gross proceeds of $900 million of variable-rate non-recourse borrowings to<br>fund the Chemelex acquisition and incurred debt issuance costs of approximately $37 million,<br>of which $4 million has been presented separately within Other assets as it relates to undrawn facilities. Borrowings of $867 million,<br>net of debt issuance costs, are presented as pro forma adjustments to non-recourse borrowings in subsidiaries of the partnership in the<br>Unaudited Pro Forma Statement of Financial Position as at December 31, 2024. After financing, Chemelex had retained approximately $39 million of cash and cash equivalents for future use. |
| --- | --- |
| (2e) | Represents the allocation of transaction accounting and financing adjustments to unitholders in<br> proportion to their economic interest in the partnership and its operating businesses. |
| --- | --- |
6
Exhibit 99.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Brookfield Business Partners L.P.'s Registration Statements on Form F-3 (File Nos. 333-285450, 333-273181 and 333-273180-01) of our report dated April 15, 2025, relating to the Statement of Assets Acquired and Liabilities Assumed for the Thermal Business of nVent Electric plc, appearing in this Current Report on Form 6-K of Brookfield Business Partners L.P. filed on April 15, 2025.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
April 15, 2025