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BROOKFIELD Corp /ON/ Major Shareholding Notification 2017

Sep 26, 2017

29863_mrq_2017-09-26_3b52fde0-8e02-4201-81ca-c6554f28a1bc.zip

Major Shareholding Notification

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SC 13D/A 1 a17-22544_1sc13da.htm SC 13D/A

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

*(Amendment No. 2)*

*Under the Securities Exchange Act of 1934*

*BROOKFIELD BUSINESS PARTNERS L.P.*

(Name of Issuer)

*Limited Partnership Units*

(Title of Class of Securities)

*G16234109*

(CUSIP Number)

*A.J. Silber*

*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)

*September 26, 2017*

(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).

(Continued on following pages)

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CUSIP No. G16234109 — 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
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 ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 0
8 Shared Voting Power 87,879,747*
9 Sole Dispositive Power 0
10 Shared Dispositive Power 87,879,747*
11 Aggregate Amount Beneficially Owned by Each Reporting Person 87,879,747*
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) 68.5%
14 Type of Reporting Person (See Instructions) CO

*This amount includes 63,095,497 redemption-exchange units of Brookfield Business L.P. See Item 5.

2

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CUSIP No. G16252 10 1 — 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
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 CANADA
Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 17,349
8 Shared Voting Power 89,596,527*
9 Sole Dispositive Power 17,349
10 Shared Dispositive Power 89,596,527*
11 Aggregate Amount Beneficially Owned by Each Reporting Person 89,613,876*
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) 69.9%
14 Type of Reporting Person (See Instructions) CO

*This amount includes 63,095,497 redemption-exchange units of Brookfield Business L.P. See Item 5.

3

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CUSIP No. G16252 10 1 — 1 Names of Reporting Persons PARTNERS VALUE INVESTMENTS 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 ONTARIO
Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 1,716,780
8 Shared Voting Power 0
9 Sole Dispositive Power 1,716,780
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,716,780
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) 2.6%
14 Type of Reporting Person (See Instructions) PN

4

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CUSIP No. G16252 10 1 — 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
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 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) 38.0%
14 Type of Reporting Person (See Instructions) PN

5

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CUSIP No. G16252 10 1 — 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 28,871,195*
9 Sole Dispositive Power 0
10 Shared Dispositive Power 28,871,195*
11 Aggregate Amount Beneficially Owned by Each Reporting Person 28,871,195*
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.

6

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CUSIP No. G16252 10 1 — 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 34,224,302*
9 Sole Dispositive Power 0
10 Shared Dispositive Power 34,224,302*
11 Aggregate Amount Beneficially Owned by Each Reporting Person 34,224,302*
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) 34.4%
14 Type of Reporting Person (See Instructions) OO

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

7

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CUSIP No. G16252 10 1 SCHEDULE 13D

*Explanatory Note*

This Amendment No. 2 (this “ Amendment No. 2 ”) to Schedule 13D is being filed to reflect the closing on September 26, 2017 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 6,945,000 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 6,670,000 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. 2.

*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 September 20, 2017 (the “ Subscription Agreement ”), which provided for the purchase by BAM and its affiliates of 6,945,000 REUs, deliverable at closing on September 26, 2017.

*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 6,945,000 REUs for the purpose of increasing its investment in BBU.

*Item 5. Interest in Securities of the Issuer*

items 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 24,784,250 Units and Partners may be deemed to be the beneficial owner of 24,801,599 Units, and such Units each constitutes approximately 38.0% of the issued and outstanding Units based on the number of Units outstanding as of September 26, 2017. As of the date hereof, PVI may be deemed to be the beneficial owner of 1,716,780 Units, and such Units constitute approximately 2.6% of the issued and outstanding Units as of September 26, 2017. In addition, BAM holds, indirectly through BPEG and BUSC Finco, an aggregate of 63,095,497 redemption-exchange units of Holding LP. Such redemption-

8

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CUSIP No. G16252 10 1 SCHEDULE 13D

exchange units held indirectly by BAM represent 100% of the redemption-exchange units of Holding LP and approximately 49.2% of the Units assuming that all of the redemption-exchange units of Holding LP were exchanged for Units pursuant to the redemption-exchange mechanism. Assuming that all of the redemption-exchange units 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 87,879,747 Units and Partners may be deemed to be the beneficial owner of 89,613,876 Units, and such Units would constitute approximately 68.5% and 69.9%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of September 26, 2017. The redemption-exchange units 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, 2016.

The Units deemed to be beneficially owned by BAM include 24,784,250 Units beneficially owned by BPED, 28,871,195 redemption-exchange units of Holding LP beneficially owned by BPEG, and 34,224,302 redemption-exchange units 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 September 26, 2017, 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 September 20, 2017, by and between Brookfield Asset Management Inc. and Brookfield Business L.P.

9

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CUSIP No. G16252 10 1 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: September 26, 2017

BROOKFIELD ASSET MANAGEMENT INC. — By: /s/ A.J. Silber
Name: A.J. Silber
Title Vice President, Legal Affairs and Corporate Secretary
PARTNERS LIMITED
By: /s/ Brian Lawson
Name: Brian Lawson
Title President
PARTNERS VALUE INVESTMENTS LP , by its general partner, PVI MANAGEMENT INC.
By: /s/ Adil Mawani
Name: Adil Mawani
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

10

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CUSIP No. G16252 10 1 SCHEDULE 13D

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

11

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*SCHEDULE I*

*BROOKFIELD ASSET MANAGEMENT INC.*

Name and Position of Officer or Director Principal Business Address Principal Occupation or Employment Citizenship
M. Elyse Allan, Director GE Canada 2300 Meadowvale Road, Mississauga, Ontario, L5N 5P9, Canada President and Chief Executive Officer of GE Canada U.S.A. & Canada
Jeffrey M. Blidner, Vice Chairman and Director 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada Vice Chairman of Brookfield Canada
Angela F. Braly, Director The Braly Group LLC 832 Alverna Drive, Indianapolis, Indiana 46260 U.S.A. President & Founder, The Braly Group, LLC U.S.A.
Richard (Ric) Clark, Senior Managing Partner 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. Senior Managing Partner of Brookfield 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 — 8 th Ave. S.W., Calgary, Alberta T2P 1C9 Canada Corporate Director Canada
Murilo Ferreira, Director Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro Former CEO of Vale SA Brazil
J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada Senior Managing Partner and Chief Executive Officer of Brookfield Canada
Robert J. Harding, Director c/o 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada Corporate Director of Brookfield Canada
V. Maureen Kempston Darkes, Director 10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7 Corporate Director Canada
David W. Kerr, Director Halmont Properties Corporation 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada Chairman, Halmont Properties Corporation Canada
Brian W. Kingston, Senior Managing Partner 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. Senior Managing Partner of BAM Canada
Brian D. Lawson, Senior Managing Partner and Chief Financial Officer 181 Bay Street, Suite300 Toronto, Ontario M5J 2T3, Canada Senior Managing Partner an Chief Financial Officer of BAM Canada
Cyrus Madon, Senior Managing Partner 181 Bay Street, Suite300 Toronto, Ontario M5J 2T3, Canada Senior Managing Partner of Brookfield Canada
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 Brookfield and Deputy Chair of TD Bank Group Canada
Rafael Miranda, Director C/Principe de Viana 9 Former CEO of Endesa, Spain

SEQ.=1,FOLIO='',FILE='C:\JMS\109926\17-22544-1\task8584308\22544-1-bi.htm',USER='109926',CD='Sep 27 00:23 2017'

Youssef A. Nasr, Director 28023 Madrid, Spain — P.O. Box 16 5927, Beirut, Lebanon S.A., Chairman of Acerinox, S.A. — Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil Lebanon and U.S.A.
Lord Augustine Thomas O’Donnell, Director Frontier Economics 71 High Holborn, London U.K. WC1V 6DA Chairman of Frontier Economics United Kingdom
Lori Pearson, Senior Managing Partner 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada Senior Managing Partner and Chief Operating Officer of Brookfield Canada
Samuel J.B. Pollock, Senior Managing Partner 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada Senior Managing Partner of Brookfield Canada
Ngee Huat Seek, Director 501 Orchard Road, #08 — 01 Wheelock Place, Singapore 238880 Chairman, Global Logistic Properties Singapore
Sachin G. Shah, Senior Managing Partner 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada Senior Managing Partner of Brookfield Canada
Diana L. Taylor, Director Solera Capital L.L.C 625 Madison Avenue, 3rd Floor New York, N.Y. 10022 Vice Chair, Solera Capital LLC U.S.A. and Canada
A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada Vice-President, Legal Affairs and Corporate Secretary of Brookfield Canada

SEQ.=1,FOLIO='',FILE='C:\JMS\109926\17-22544-1\task8584308\22544-1-bi.htm',USER='109926',CD='Sep 27 00:23 2017'

*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
David W. Kerr, Director Halmont Properties Corporation 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada Chairman, Halmont Properties Corporation Canada
Brian D. Lawson, Director and President Brookfield Asset Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada Senior Managing Partner and Chief Financial Officer of Brookfield Canada
George E. Myhal, Director Partners Value Investments LP, 181 Bay Street, Brookfield Place, Suite 210, Toronto, Ontario M5J 2T3, Canada President and Chief Executive Officer, Partners Value Investments LP Canada
Timothy R. Price, Director c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada Chairman, Brookfield Funds Canada
Tony E. Rubin, Treasurer 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada Accountant Canada
Loretta Corso, Secretary Brookfield Asset Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada Corporate Secretarial Administrator of Brookfield Canada

SEQ.=1,FOLIO='',FILE='C:\JMS\109926\17-22544-1\task8584308\22544-1-bi.htm',USER='109926',CD='Sep 27 00:23 2017'

*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
John P. Barratt, Director c/o Suite 200, #10 — 2130 Dickson Road, Mississauga, Ontario L5B 1Y6 Corporate Director Canada
Edward C. Kress, Director 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1 Corporate Director Canada
Brian D. Lawson, Director 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada Senior Managing Partner and Chief Financial Officer Brookfield Canada
Frank N.C. Lochan, Chairman 228 Lakewood Drive, Oakville, Ontario L6K 1B2 Corporate Director Canada
George E. Myhal, President, Chief Executive Officer and Director Partners Value Investments LP, 181 Bay Street, Brookfield Place, Suite 210, Toronto, Ontario M5J 2T3, Canada President and Chief Executive Officer, Partners Value Investments LP Canada
Adil Mawani, Director, Finance Partners Value Investments LP, 181 Bay Street, Brookfield Place, Suite 210, Toronto, Ontario M5J 2T3, Canada Director, Finance, Partners Value Investments LP Canada
Ralph J. Zarboni, Director Rossiter Ventures Corporation 7357 Woodbine Ave., Suite 412 Markham, Ontario L3R 6L3 Chairman and Chief Executive Officer of EM Group Inc. and EM Plastic & Electric Products Limited Canada
Loretta Corso, Corporate Secretary 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada Corporate Secretarial Administrator, Brookfield Canada

SEQ.=1,FOLIO='',FILE='C:\JMS\109929\17-22544-1\task8584367\22544-1-bk.htm',USER='109929',CD='Sep 27 00:52 2017'

*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, Managing Director and Secretary 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Managing Director Canada
David Nowak, Managing Partner 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Managing Partner Canada
David Grosman, Director and Senior Vice President 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Senior Vice President Canada
A.J. Silber, Director 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Vice-President, Legal Affairs and Corporate Secretary of Brookfield Canada
Joseph Freedman, Senior Vice Chairman 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Senior Vice Chairman Canada
Cyrus Madon, Senior Managing Partner 181 Bay Street, Suite300, Toronto, ON M5J 2T3 Senior Managing Partner of Brookfield Canada
Ryan Szainwald, Senior Vice President 181 Bay Street, Suite300, Toronto, ON M5J 2T3 Senior Vice President Canada

SEQ.=1,FOLIO='',FILE='C:\JMS\109929\17-22544-1\task8584367\22544-1-bk.htm',USER='109929',CD='Sep 27 00:52 2017'

*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, Managing Director and Secretary 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Managing Director Canada
David Nowak, Managing Partner 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Managing Partner Canada
David Grosman, Director and Senior Vice President 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Senior Vice President Canada
A.J. Silber, Director 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Vice-President, Legal Affairs and Corporate Secretary of Brookfield Canada
Joseph Freedman, Senior Vice Chairman 181 Bay Street, Suite 300, Toronto, ON M5J 2T3 Senior Vice Chairman Canada
Cyrus Madon, Senior Managing Partner 181 Bay Street, Suite300, Toronto, ON M5J 2T3 Senior Managing Partner of Brookfield Canada
Ryan Szainwald, Senior Vice President 181 Bay Street, Suite300, Toronto, ON M5J 2T3 Senior Vice President Canada

SEQ.=1,FOLIO='',FILE='C:\JMS\109929\17-22544-1\task8584367\22544-1-bk.htm',USER='109929',CD='Sep 27 00:52 2017'

*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 Senior Vice President, Tax U.S.A.
Josh Zinn, Manager and Vice President 250 Vesey Street, 15th Floor, New York, NY 10281-1023 Senior Vice President Australia
Rami El Jurdi, Manager and Secretary 181 Bay Street, Suite300, Toronto, ON M5J 2T3 Vice President Canada

SEQ.=1,FOLIO='',FILE='C:\JMS\109929\17-22544-1\task8584367\22544-1-bk.htm',USER='109929',CD='Sep 27 00:52 2017'