Brookfield Business Partners L.P. (NYSE:BBU) entered into an arrangement agreement to acquire remaining 43.3% stake in Genworth MI Canada Inc. (TSX:MIC) for CAD 1.6 billion on October 26, 2020. Under the terms of the arrangement agreement, Brookfield Business Partners, which currently owns an approximate 57% controlling interest in Genworth MI, will purchase all of the remaining outstanding common shares of Genworth MI at a price of CAD 43.5 per share. Upon closing of the transaction, the aggregate consideration payable by Falcon Holding to holders of common shares of Genworth MI will be approximately CAD 1.6 billion. Following closing, Brookfield and Genworth MI intend to continue to satisfy the public float requirement of the Insurance Companies Act (Canada) through the issuance of a new class of publicly-traded voting preferred shares of Genworth MI, which preferred shares are intended to be issued prior to or concurrently with closing of the transaction. Upon closing of the transaction, Brookfield Business Partners L.P. intends to cause the common shares to cease to be listed on the Toronto Stock Exchange. Brookfield Business intends to fund approximately CAD 604 million and for institutional partners to fund the balance of the purchase price.

The transaction is subject to a court-approved plan of arrangement under the Canada Business Corporations Act., transaction requires approval by two thirds of the votes cast by shareholders, as well as by a simple majority of votes cast by minority shareholders present at a special meeting expected to be held in late December 2020, approval by the federal Minister of Finance, and the satisfaction of other customary closing conditions. Genworth MI's Board of Directors, other than certain conflicted Directors (the Board), unanimously approved the arrangement agreement following a unanimous recommendation of a special committee of independent Directors of the Board. As of December 22, 2020, shareholders of Genworth MI approved the transaction at special meeting. As of January 5, 2021, the Ontario Superior Court of Justice (Commercial List) has approved the transaction. As of March 25, 2021, the transaction got approval from federal Minister of Finance. The transaction is expected to close in the first half of 2021. As of March 25, 2021, the transaction is expected to be completed on or about April 1, 2021.

Scotiabank acted as financial advisor and provided an opinion to the special committee of Genworth MI. Jeffrey R. Lloyd and Shlomi Feiner from Blake, Cassels & Graydon LLP acted as legal advisor to Genworth MI. Bob Vaux, Robert Vaux and Chris Sunstrum from Goodmans LLP acted as legal advisor to Genworth MI Canada Inc. and to the special committee of Genworth MI. Karrin Powys-Lybbe, Josh Lavine, Blair W. Keefe, Jennifer Lennon, Corrado Cardarelli, Eli Monas and Richard W. Johnson of Torys LLP acted as legal advisor to Brookfield. McCarthy Tétrault LLP acted as legal advisor to Scotiabank.

Brookfield Business Partners L.P. (NYSE:BBU) completed the acquisition of remaining 43.3% stake in Genworth MI Canada Inc. (TSX:MIC) on April 1, 2021. The Common Shares are expected to be de-listed from the Toronto Stock Exchange (the “TSX”) at the close of business on April 6, 2021. Sagen MI's outstanding Class A Preferred Shares, Series 1 will remain listed on the TSX, and the Company will remain a reporting issuer in each of the provinces and territories of Canada.