Brookfield Capital Partners Ltd. made a proposal to acquire Healthscope Limited (ASX:HSO) from NorthWest Healthcare Properties Real Estate Investment Trust (TSX:NWH.UN) and others for AUD 4.3 billion on May 14, 2018. Under the terms of transaction, Brookfield Asset Management Inc., parent of Brookfield Capital Partners Ltd., will acquire all of the shares in Healthscope at AUD 2.5 each. The deal will be implemented by way of a scheme of arrangement. On November 12, 2018, Brookfield Capital Partners Ltd. revised its offer to acquire Healthscope by way of an off-market takeover offer of AUD 2.42 in cash per share and a simultaneous scheme of arrangement of AUD 2.55 per share. Under the proposal, Healthscope would be entitled to a pay an interim dividend of up to AUD 0.035 per share. On January 31, 2019, Brookfield Business Partners L.P. (NYSE:BBU) entered into an implementation deed to acquire Healthscope Limited. Brookfield Business Partners will pay AUD 2.465 per share. Healthscope will be entitled to a pay an interim dividend of AUD 0.035 per share. Under the scheme of arrangement, shareholders would have the option to receive all cash or to receive some of the consideration as shares in an unlisted company controlled by Brookfield Business Partners that would own 100% of Healthscope. Brookfield Business Partners will also acquire 8.99 million performance rights of Healthscope. As of April 30, 2019, AustralianSuper Pty Ltd agreed to cash out its stake in Helathscope and agreed to vote in favour of the transaction. The transaction will be funded with up to $1 billion (AUD 1.2 billion) of equity, $1.4 billion (AUD 1.7 billion) of long-term financing and $1.7 billion (AUD 2.1 billion) from the sale and long-term leaseback of 22 wholly-owned freehold hospital properties (property transaction). Brookfield Business Partners expects to fund approximately one third of the equity, with the balance being funded by institutional partners. Prior to or following closing, a portion of Brookfield Business Partners' commitment may be syndicated to other institutional investors. A break fee of AUD 43 million will be payable by Healthscope in the event of termination. A break fee of AUD 50 million or AUD 129 million will be payable by Brookfield in the event of termination.

The transaction is subject to due diligence, the exclusivity period of which will end on December 21, 2018, arranging debt financing for the acquisition, approval by Brookfield's investment committee of the final transaction terms, receipt of all necessary regulatory approvals, including Foreign Investment Review Board and Oversea Investment Office approvals, negotiation and execution of a scheme implementation agreement, a requirement that the Healthscope Limited's Board agrees unanimously to recommend that shareholders vote in favor of the proposed scheme and a commitment to vote in favor of the scheme in respect of their Healthscope shares and a requirement that Healthscope does not enter into a binding agreement to give effect to the proposed property transaction or divest material assets. The implementation deed is also subject to approval of shareholders of Healthscope, approval of property transaction, court approval, Brookfield Business Partners L.P. acquiring relevant interest in more than 50% of the Healthscope shares, the persons nominated by Brookfield Business Partners L.P.being appointed as Directors of Healthscope comprising a majority of the Directors of Healthscope. As of May 22, 2018, the Board of Directors of Healthscope decided not to provide due diligence access to Brookfield Asset Management Inc. and rejected the offer owing to multiple factors. As of November 22, 2018, Healthscope considers the revised proposal attractive for shareholders and superior to the BGH-AustralianSuper proposal. As of January 31, 2019, Healthscope Board unanimously recommends the transaction concluding that the scheme of arrangement is in the best interests of Healthscope shareholders and that the takeover offer is fair and reasonable. A transition committee of representatives of Healthscope and Brookfield has been made to oversee the progress of the transaction. The takeover offer will remain open for a period of at least two weeks after the scheme meeting. On March 19, 2019, the transaction is approved by Foreign Investment Review Board. Brookfield applied to ASIC for additional time to make the formal offers in the transaction. As of March 29, 2019, ASIC has granted an additional 23 days for dispatch until April 24, 2019. As of January 21, 2019, Brookfield Capital Partners Ltd. expects to make an offer by January 31, 2019 and the exclusivity period expired on January 18, 2019. As of February 14, 2019, scheme meeting is expected to occur during May/June 2019. Closing is expected to occur in the second quarter of 2019. As of April 16, 2019, the Federal Court has ordered a meeting of Healthscope shareholders to be held on May 22, 2019. As of April 16, 2019, the Board of Directors of Healthscope unanimously recommended to vote in favor of the transaction. As on May 22, 2019, the shareholders of Healthscope Limited approved the transaction. Federal Court of Australia approved the scheme on May 24, 2019. As of June 5, 2019, the transaction has been approved by the Overseas Investment Office. The transaction is expected to close on June 19, 2019. As of May 24, 2019 implementation of the scheme is scheduled for June 6, 2019.

Joe Fayyad of Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisor for Brookfield Asset Management Inc. and UBS Securities Australia Ltd acted as financial advisor for Healthscope Limited. Rodd Levy and Jason Jordan of Herbert Smith Freehills acted as legal advisors for Healthscope Limited. David Eliakim, Mark Bayliss, Yuen-Yee Cho, Mark McNamara, Dominic Bortoluzzi, Katrina Parkyn, Malcolm Brennan, Alex Elser, Paul Crawford, Chris Pitson, Scott Heezen, Anthony Boogert, Mark Vanderneut, Chloe Johnston, Alex Lam, and Will Stawell of King & Wood Mallesons acted as legal advisors for Brookfield Asset Management Inc. Computershare Investor Services Pty Limited acted as registrar to Healthscope Limited. Minter Ellison Rudd Watts acted as legal advisor for Brookfield Business Partners L.P. Grant Samuel acted as independent expert for shareholders of Healthscope Limited and has concluded that the scheme is fair and reasonable. John Brewster, Martin Coleman, Madeleine de Garis, Richard Brooks, Pauline Tan, Nick Terry, Elspeth Arnold, John Sartori, Con Tzerefos, Anton Harris, Jamie Ng, Justin Jones, Ian Kellock, Geoff Mann, Bronwyn Kirkwood, Kristina Popova, Harry Stone, Jake Saccardo, Victoria Lee, Jacinta Pitos, Ryan Kabat, Laura Di Roberto, Stephen Moore and Duncan Knowles of Ashurst Australia acted as legal advisors to NorthWest Healthcare Properties Real Estate Investment Trust.

Brookfield Business Partners L.P. (NYSE:BBU) completed the acquisition of Healthscope Limited (ASX:HSO) from NorthWest Healthcare Properties Real Estate Investment Trust (TSX:NWH.UN) and others on June 6, 2019. Healthscope intends to apply to be removed from the official list of ASX from the close of trading on June 11, 2019. Rodd Levy of Herbert Smith Freehills acted as legal advisor to Healthscope Limited.