Partners Value Investments LP and Partners Value Investments Inc. Announce Reorganization

TORONTO, Sept. 22, 2023 (GLOBE NEWSWIRE) -- Partners Value Investments LP (TSXV: PVF.UN, TSXV: PVF.PR.U) (the “Partnership”) and Partners Value Investments Inc. (TSXV: PVF.WT) (“PVII”) today announced a proposed reorganization with Partners Limited to be implemented by way of a court approved plan of arrangement (the “Arrangement”).

The Arrangement was conceived by Partners Limited, the majority holder of the equity limited partnership units of the Partnership (“Equity Units”), and has been developed in consultation with PVI Management Trust (the “Trust”), in its capacity as general partner of the Partnership, with the principal objectives of simplifying the ownership of the business of PVII and increasing the liquidity of the Partnership’s securities.

The effect of the Arrangement is to, among other things, amalgamate Partners Limited with PVII and other related entities, with the resulting entity continuing to be named Partners Value Investments Inc. (“Amalco”), under a newly formed limited partnership named Partners Value Investments L.P. (“New PVI LP”). New PVI LP will have substantially the same capital structure and unit terms as the Partnership.

Rationale for the Arrangement

The benefits of the Arrangement to securityholders of the Partnership and PVII include:

• New PVI LP having an increased and more widely held public float as compared to that of the Partnership, by acquiring the shares of Partners Limited from the shareholders of Partners Limited in exchange for units of New PVI LP;
• simplifying ownership of the business of PVII by eliminating Partners Limited and consolidating the ownership of PVII in New PVI LP, with shareholders of Partners Limited becoming direct holders of units of New PVI LP, together with existing unitholders; and
• giving all holders of New Equity Units (as defined below), by way of a distribution, freely tradeable securities of Brookfield Corporation (or Brookfield Reinsurance Ltd.) and preferred shares of Amalco, as further described in Appendix A hereto.
  

Highlights of the Arrangement

Under the Arrangement:

• holders (“Equity Unitholders”) of Equity Units will receive substantially identical equity limited partnership units of New PVI LP (“New Equity Units”) for each Equity Unit held;
• holders (“Preferred Unitholders” and together with the Equity Unitholders, “Unitholders”) of Class A preferred limited partnership units of the Partnership (“Preferred Units”) will receive substantially identical Class A preferred limited partnership units of New PVI LP (“New Preferred Units”) for each Preferred Unit held;
• holders of common shares of Partners Limited will receive, for each common share held, 3.24 New Equity Units and 0.26 of a New Preferred Unit, series 1 of New PVI LP (“New Preferred Units, Series 1”) (and cash in lieu of any fractional units);
• holders (“Warrantholders”) of share purchase warrants of PVII (“PVII Warrants”) will receive one share purchase warrant of Amalco (an “Amalco Warrant”) in exchange for each PVII Warrant held (the “Warrant Exchange”), with the Amalco Warrants being substantially identical to the PVII Warrants, subject to the modifications noted in Appendix A hereto; and
• each person that becomes a holder of New Equity Units will receive a distribution of freely tradeable shares of Brookfield Corporation (or Brookfield Reinsurance Ltd.) and preferred shares of Amalco, as described in more detail in Appendix A hereto.