| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
| SCHEDULE 13D/A | |
(Amendment No. 3)
Under the Securities Exchange Act of 1934
BROOKFIELD BUSINESS PARTNERS L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
(CUSIP Number)
Justin Beber
Brookfield Asset Management Inc.
Brookfield Place, Suite 300
181 Bay Street, P.O. Box 762
Toronto, Ontario M5J 2T3
Tel: (416)956-5182
(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).
CUSIP No. G16234109 | SCHEDULE 13D | |
|
| 1 | Names of Reporting Persons BROOKFIELD ASSET MANAGEMENT INC. |
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x — Joint Filing |
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| 3 | SEC Use Only |
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| 4 | Source of Funds (See Instructions) OO |
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
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| 6 | Citizenship or Place of Organization ONTARIO |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
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8 | Shared Voting Power 94,489,751* |
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9 | Sole Dispositive Power 0 |
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10 | Shared Dispositive Power 94,489,751* |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 94,489,751* |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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| 13 | Percent of Class Represented by Amount in Row (11) 63.1%** |
|
| 14 | Type of Reporting Person (See Instructions) CO |
| | | | | | | |
* 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.
2
CUSIP No. G16234109 | SCHEDULE 13D | |
|
| 1 | Names of Reporting Persons PARTNERS LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x — Joint Filing |
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| 3 | SEC Use Only |
|
| 4 | Source of Funds (See Instructions) OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
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| 6 | Citizenship or Place of Organization CANADA |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 17,349 |
|
8 | Shared Voting Power 95,985,220* |
|
9 | Sole Dispositive Power 17,349 |
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10 | Shared Dispositive Power 95,985,220* |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 96,002,569* |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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| 13 | Percent of Class Represented by Amount in Row (11) 64.2%** |
|
| 14 | Type of Reporting Person (See Instructions) CO |
| | | | | | | |
* 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.
3
CUSIP No. G16234109 | SCHEDULE 13D | |
|
| 1 | Names of Reporting Persons PARTNERS VALUE INVESTMENTS LP |
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x — Joint Filing |
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| 3 | SEC Use Only |
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| 4 | Source of Funds (See Instructions) OO |
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
|
| 6 | Citizenship or Place of Organization ONTARIO |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 1,495,469 |
|
8 | Shared Voting Power 0 |
|
9 | Sole Dispositive Power 1,495,469 |
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10 | Shared Dispositive Power 0 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,495,469 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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| 13 | Percent of Class Represented by Amount in Row (11) 1.9%* |
|
| 14 | Type of Reporting Person (See Instructions) PN |
| | | | | | | |
* 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.
4
CUSIP No. G16234109 | SCHEDULE 13D | |
|
| 1 | Names of Reporting Persons BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP |
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x — Joint Filing |
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| 3 | SEC Use Only |
|
| 4 | Source of Funds (See Instructions) OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
|
| 6 | Citizenship or Place of Organization MANITOBA |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 24,784,250 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 24,784,250 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 24,784,250 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 31.0%* |
|
| 14 | Type of Reporting Person (See Instructions) PN |
| | | | | | | |
* 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
CUSIP No. G16234109 | SCHEDULE 13D | |
|
| 1 | Names of Reporting Persons BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP |
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x — Joint Filing |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds (See Instructions) OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
|
| 6 | Citizenship or Place of Organization MANITOBA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 35,481,195* |
|
9 | Sole Dispositive Power 0 |
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10 | Shared Dispositive Power 35,481,195* |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 35,481,195* |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 30.7%** |
|
| 14 | Type of Reporting Person (See Instructions) PN |
| | | | | | | |
* 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.
6
CUSIP No. G16234109 | SCHEDULE 13D | |
|
| 1 | Names of Reporting Persons BUSC FINANCE LLC |
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) | o |
| | (b) | x — Joint Filing |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds (See Instructions) OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 17,087,279* |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 17,087,279* |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 17,087,279* |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 17.6%** |
|
| 14 | Type of Reporting Person (See Instructions) OO |
| | | | | | | |
* 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.
7
CUSIP No. G16234109 | SCHEDULE 13D | |
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.
8
CUSIP No. G16234109 | SCHEDULE 13D | |
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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CUSIP No. G16234109 | SCHEDULE 13D | |
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 |
10
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 |
11
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 |
12
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 |
14
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 |
15
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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