Brookfield Infrastructure Partners L.P F-3ASR, filed Apr 5, 2024
Brookfield Infrastructure Partners L.P. (BIP)
F-3ASR
2024-04-05
View Original
Added on
October 15, 2026
As filed with the Securities and Exchange Commission on April 5, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
Brookfield Infrastructure Partners L.P.**
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
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Bermuda
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Not applicable
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
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73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda +1 (441) 294-3304 |
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Brookfield Infrastructure LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 |
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(Address and Telephone Number of
Registrant’s Principal Executive Offices) |
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(Name, Address and Telephone Number
of Agent For Service) |
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** See Table of Additional Registrants below.
Copies to:
Mile T. Kurta, Esq.
Christopher R. Bornhorst, Esq.
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, New York 10036
(212) 880-6000
Christopher R. Bornhorst, Esq.
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, New York 10036
(212) 880-6000
Approximate date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration Statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
TABLE OF ADDITIONAL REGISTRANTS
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Exact Name of
Co-Registrant as Specified in its Charter |
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State or Other
Jurisdiction of Incorporation or Organization |
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IRS
Employer ID Number |
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Address and Telephone
Number of Principal Executive Office |
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Name, Address and
Telephone Number of Agent for Service |
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| Brookfield Infrastructure L.P. | | |
Bermuda
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98-0550560
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73 Front Street, 5th Floor Hamilton,
HM 12, Bermuda +1 (441) 294-3304 |
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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| BIP Bermuda Holdings I Limited | | |
Bermuda
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98-0564348
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73 Front Street, 5th Floor Hamilton,
HM 12, Bermuda +1 (441) 294-3304 |
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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| Brookfield Infrastructure Finance ULC | | |
Alberta
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98-1231205
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181 Bay Street, Suite 300
Brookfield Place Toronto ON M5J 2T3 +1 (416) 363-9491 |
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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| Brookfield Infrastructure Holdings (Canada) Inc. | | |
Ontario
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98-0619542
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181 Bay Street, Suite 300
Brookfield Place Toronto ON M5J 2T3 +1 (416) 363-9491 |
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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| Brookfield Infrastructure LLC | | |
Delaware
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N/A
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Brookfield Place 250 Vesey Street, 15th Floor New York, New
York 10281-1023 (212) 417-7000 |
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Not Applicable
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| BIPC Holdings Inc. | | |
Ontario
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N/A
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181 Bay Street, Suite 300
Brookfield Place Toronto ON M5J 2T3 +1 (416) 363-9491 |
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
Limited Partnership Units
Preferred Limited Partnership Units
BROOKFIELD INFRASTRUCTURE FINANCE ULC
BIP BERMUDA HOLDINGS I LIMITED
Debt Securities
Brookfield Infrastructure Partners L.P. (the “Partnership” or “BIP”) may, from time to time, issue its limited partnership units (the “LP Units”) and preferred limited partnership units (the “Preferred LP Units” and together with the LP Units, the “Units”), and certain selling unitholders may sell LP Units, in one or more offerings pursuant to this prospectus.
Each of Brookfield Infrastructure Finance ULC (“Alberta Finco”) and BIP Bermuda Holdings I Limited (“Bermuda Holdco” and together with Alberta Finco, the “Issuers” and each, an “Issuer”) may, from time to time, issue and sell senior or subordinated, as applicable, debt securities (the “Debt Securities”) in one or more offerings pursuant to this prospectus with the specific terms of such Debt Securities to be provided in the applicable prospectus supplement and/or free writing prospectus.
The Debt Securities will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts by the Partnership, and may also be guaranteed by one or more of Brookfield Infrastructure L.P. (“Holding LP”), Bermuda Holdco, Alberta Finco, Brookfield Infrastructure Holdings (Canada) Inc. (“Can Holdco”), Brookfield Infrastructure LLC (“BI LLC”) and BIPC Holdings Inc. (“BIPC Holdings”, and together with the Partnership, and any one or more of Holding LP, Bermuda Holdco (in the case of Debt Securities issued by Alberta Finco), Alberta Finco (in the case of Debt Securities issued by Bermuda Holdco), Can Holdco and BI LLC (as applicable), the “Guarantors”). The Units, the Debt Securities and the guarantees of the Debt Securities by the Guarantors are collectively referred to in this prospectus as the “Securities”.
Each time the Securities are offered, we will provide a prospectus supplement containing more specific information about the particular offering and attach it to this prospectus. The prospectus supplements may also add, update or change information contained in this prospectus.
You should carefully read this prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference before you invest in the Securities.
The LP Units are traded on the New York Stock Exchange (the “NYSE”) under the symbol “BIP” and the Toronto Stock Exchange (the “TSX”) under the symbol “BIP.UN”. We will provide information in the applicable prospectus supplement for the trading market, if any, for any other Securities we may offer.
An investment in the Securities involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus may not be used to consummate sales of securities unless it is accompanied by a prospectus supplement.
The date of this prospectus is April 5, 2024.
TABLE OF CONTENTS
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| SUMMARY | | | | | 1 | | |
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| CAPITALIZATION | | | | | 3 | | |
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| EXPERTS | | | | | 15 | | |
| EXPENSES | | | | | 16 | | |
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement (the “Registration Statement”) that the Partnership, the Issuers and the other Guarantors filed with the U.S. Securities and Exchange Commission (the “SEC”) using a shelf registration process. Under this shelf registration process, the Partnership, the Issuers and the Guarantors may offer the Securities in one or more offerings. This prospectus provides you with a general description of the Securities. Each time the Partnership, the Issuers and/or the other Guarantors offers Securities, either separately or together, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus.
Before you invest, you should read both this prospectus and any applicable prospectus supplement, together with additional information incorporated by reference and described under the heading “Documents Incorporated by Reference.” This prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. You should refer to the Registration Statement and the exhibits thereto for further information with respect to us and the Securities that may be offered hereunder.
You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement or any “free writing prospectus” we have authorized to be delivered to you. We have not authorized anyone to provide you with different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. You should not assume that the information contained in this prospectus, any prospectus supplement or any “free writing prospectus” we may authorize to be delivered to you, as well as the information we previously filed with the SEC, that is incorporated by reference in this prospectus or in any prospectus supplement, is accurate as of any date other than its respective date. Our business, financial condition, results of operations and prospects may have changed since such dates.
The Partnership, the Issuers and the Guarantors are offering to sell the Securities, and is seeking offers to buy the Securities, only in jurisdictions where such offers and sales are permitted. The distribution of this prospectus, any prospectus supplement and any “free writing prospectus” and the offering of the Securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus, any prospectus supplement and/or any “free writing prospectus” must inform themselves about and observe any restrictions relating to the offering and the distribution of this prospectus, any prospectus supplement and any “free writing prospectus” outside the United States. This prospectus, any prospectus supplement and any “free writing prospectus” do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
Unless the context requires otherwise, when used in this prospectus, the term “Partnership” refers to Brookfield Infrastructure Partners L.P. alone; the terms “Brookfield Infrastructure,” “we,” “us” and “our” refer to, collectively, the Partnership, Holding LP, the Holding Entities and the operating entities, but excluding Brookfield Infrastructure Corporation (“BIPC”); the term “Holding Entities” refers to certain holding subsidiaries of Holding LP, through which we hold all of our interests in our operating entities; the term “operating entities” refers to the entities which directly or indirectly hold our current operations and assets that we may acquire in the future, including any assets held through joint ventures, partnerships and consortium arrangements; the term “General Partner” refers to Brookfield Infrastructure Partners Limited, the Partnership’s general partner; and the term “Brookfield” refers to Brookfield Corporation and any affiliate of Brookfield Corporation, other than Brookfield Infrastructure and BIPC and, unless the context otherwise requires, includes Brookfield Asset Management Ltd. In addition, the term “Limited Partnership Agreement” refers to the amended and restated limited partnership agreement of the Partnership, as amended from time to time.
Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because each of the Partnership, Holding LP and Bermuda Holdco is formed under the laws of Bermuda, each of Can Holdco and BIPC Holdings is formed under the laws of the province of Ontario, Canada, and Alberta Finco is formed under the laws of Alberta, Canada, and certain of the directors of the General
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Partner, the Issuers and each of the Guarantors, as well as certain of the experts named in this prospectus are residents of Canada or another non-U.S. jurisdiction and a substantial portion of the Issuers’ and the Guarantors’ assets and the assets of those directors and experts may be located outside the United States.
Unless otherwise specified, all dollar amounts in this prospectus, any prospectus supplement and any “free writing prospectus” are expressed in U.S. dollars and references to “dollars”, “$” or “US$” are to U.S. dollars and all references to “C$” are to Canadian dollars. All references in this prospectus, any prospectus supplement and any “free writing prospectus” to “Canada” mean Canada, its provinces, its territories, its possessions and all areas subject to its jurisdiction.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in this prospectus contain certain “forward-looking statements” and “forward-looking information” within the meaning of applicable U.S. and Canadian securities laws concerning our business and operations. The forward-looking statements and information also relate to, among other things, our business, operations, objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates and anticipated events or trends. In some cases, you can identify forward-looking statements and information by terms such as “anticipate,” “believe,” “could,” “estimate,” “likely,” “expect,” “intend,” “may,” “continue,” “plan,” “potential,” “objective,” “tend,” “seek,” “target,” “foresee,” “aim to,” “outlook,” “endeavor,” “will,” “would” and “should” or the negative of those terms or other comparable terminology. These forward-looking statements and information are not historical facts but reflect our current expectations regarding future results or events and are based on information currently available to us and on assumptions we believe are reasonable.
Although we believe that our anticipated future results, performance or achievements expressed or implied by these forward-looking statements and information are based on reasonable assumptions and expectations, the reader should not place undue reliance on forward-looking statements and information because they involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements and information. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations and our plans and strategies may vary materially from those expressed in the forward-looking statements and information in this prospectus and the documents incorporated by reference in this prospectus.
Factors that could cause our actual results to differ materially from those contemplated or implied by our forward-looking statements and information in this prospectus and the documents incorporated by reference in this prospectus include, without limitation:
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commodity risks;
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alternative technologies could impact the demand for, or use of, the businesses and assets that we own and operate and could impair or eliminate the competitive advantage of our businesses and assets;
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acquisitions may subject us to additional risks and the expected benefits of our acquisitions may not materialize;
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the competitive market for acquisition opportunities and the inability to identify and complete acquisitions as planned;
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pending acquisitions, dispositions and other transactions may not be completed on the timeframe or in the manner contemplated, or at all;
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our ability to renew existing contracts and win additional contracts with existing or potential customers;
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deployment of capital for our committed backlog and other projects we are pursuing may be delayed, curtailed or redirected altogether;
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timing and price for the completion of unfinished projects;
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infrastructure operations may require substantial capital expenditures;
iii
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exposure to environmental risks, including increasing environmental legislation and the broader impacts of climate change;
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exposure to increased economic regulation and adverse regulatory decisions;
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First Nations claims to land, adverse claims or governmental claims may adversely affect our infrastructure operations;
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some of our current operations are held in the form of joint ventures or partnerships or through consortium arrangements;
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some of our businesses operate in jurisdictions with less developed legal systems and could experience difficulties in obtaining effective legal redress, which creates uncertainties;
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actions taken by national, state, or provincial governments, including nationalization, or the imposition of new taxes, could materially impact the financial performance or value of our assets;
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equipment that we need, including spare parts and components required for project development, may become unavailable or difficult to procure;
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reliance on technology and exposure to cyber-security attacks;
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customers may default on their obligations;
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reliance on tolling and revenue collection systems;
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Brookfield’s influence over us and our dependence on our service providers under our management agreement with such service providers (the “Master Services Agreement”);
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the lack of an obligation of Brookfield to source acquisition opportunities for us;
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our dependence on Brookfield and its professionals;
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Brookfield may increase its ownership of the Partnership;
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our arrangements with Brookfield may contain terms that are less favorable than those which otherwise might have been obtained from unrelated parties;
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the General Partner may be unable or unwilling to terminate the Master Services Agreement;
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the limited liability of, and our indemnification of, our service providers;
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our assets are or may become highly leveraged and we intend to incur indebtedness above the asset level;
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some of our acquisitions may be of distressed companies, which may subject us to increased risks, including the incurrence of legal or other expenses;
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the Partnership is a holding entity that relies on its subsidiaries to provide the funds necessary to pay our distributions and meet our financial obligations;
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future sales and issuances of LP Units, Preferred LP Units or securities exchangeable for such LP Units or Preferred LP Units (including the BIPC class A exchangeable subordinate voting shares (“Exchangeable Shares”)), or the perception of such sales or issuances, could depress the trading price of such LP Units or Preferred LP Units;
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the Partnership may become regulated as an investment company under the U.S. Investment Company Act of 1940, as amended;
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we are exempt from certain requirements of Canadian securities laws and we are not subject to the same disclosure requirements as a U.S. domestic issuer;
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we may be subject to the risks commonly associated with a separation of economic interest from control or the incurrence of debt at multiple levels within an organizational structure;
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effectiveness of our internal controls over financial reporting;
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market price of the Units and the Debt Securities may be volatile;
iv
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dilution of existing holders of LP Units and/or Preferred LP Units;
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foreign currency risk and risk management activities;
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investors may find it difficult to enforce service of process and enforcement of judgments against us;
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we may not be able to continue paying comparable or growing cash distributions to holders of the LP Units or Preferred LP Units or pay interest on the Debt Securities in the future;
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changes in tax law and practice;
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general economic conditions and risks relating to the economy, including geopolitical concerns such as trade conflict and civil unrest, unfavorable changes in interest rates, political and economic policies, inflation and volatility in financial markets, as well as variable economic conditions in the markets where we operate;
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increasing political uncertainty, which may impact our ability to expand in certain markets;
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adverse changes in currency exchange rates;
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potential unavailability of credit on favorable terms, or at all;
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potential unfavorable changes in government policy and legislation;
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federal, state and foreign anti-corruption and trade sanctions laws and restrictions on foreign direct investment applicable to us and our operating businesses create the potential for significant liabilities and penalties, the inability to complete transactions, imposition of significant costs and burdens, and reputational harm;
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exposure to uninsurable losses and force majeure events;
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labor disruptions and economically unfavorable collective bargaining agreements;
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exposure to occupational health and safety related accidents;
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high levels of government regulation upon many of our operating entities, including with respect to rates set for our regulated businesses;
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our infrastructure business is at risk of becoming involved in disputes, possible litigation and governmental investigations;
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our ability to finance our operations due to the status of the capital markets;
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changes in our credit ratings;
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our operations may suffer a loss from fraud, bribery, corruption, sanctions violations, or other illegal acts;
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new regulatory initiatives related to Environmental, Social and Governance (“ESG”) and/or sustainability;
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potential human rights impacts of our business activities; and
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other factors described in our Annual Report, including, but not limited to, those described under “Risk Factors” and elsewhere in our Annual Report as well as in this prospectus under “Risk Factors” and in other documents incorporated by reference herein.
We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements and information to make decisions with respect to an investment in our securities, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. In light of these risks, uncertainties and assumptions, the events described by our forward-looking statements and information might not occur. These risks could cause our actual results and our plans and strategies to vary from our forward-looking statements and information. We qualify any and all of our forward-looking statements and information by these cautionary factors. Please keep this cautionary note in mind as you read this prospectus. We disclaim any obligation to update or revise publicly any forward-looking statements or information, whether written or oral, as a result of new information, future events or otherwise, except as required by applicable law.
v
WHERE YOU CAN FIND MORE INFORMATION
The Partnership is subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) applicable to “foreign private issuers” (as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) and will fulfill its obligations with respect to those requirements by filing or furnishing reports with the SEC. In addition, the Partnership is required to file documents filed with the SEC with the securities regulatory authority in each of the provinces and territories of Canada. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding us and other issuers that file electronically with the SEC. The address of the SEC internet site is www.sec.gov. You are invited to read and copy any reports, statements or other information, other than confidential filings, that the Partnership files with the Canadian securities regulatory authorities. These filings are electronically available from the Canadian System for Electronic Data Analysis and Retrieval (“SEDAR+”) at www.sedarplus.ca, the Canadian equivalent of the SEC electronic document gathering and retrieval system. This information is also available on the Partnership’s website at https://bip.brookfield.com. The information on the Partnership’s website is not incorporated by reference into the Registration Statement and should not be considered a part of the Registration Statement or this prospectus, and the reference to the Partnership’s website in the Registration Statement and this prospectus is an inactive textual reference only.
As a foreign private issuer, the Partnership is exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and its officers, directors and principal holders of Units are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act relating to their purchases and sales of the Units. In addition, the Partnership is not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, the Partnership intends to file with the SEC, as soon as practicable, and in any event within four months after the end of each fiscal year, an Annual Report on Form 20-F containing financial statements audited by an independent public accounting firm. The Partnership also intends to furnish quarterly reports on Form 6-K containing unaudited interim financial information for each of the first three quarters of each fiscal year.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to “incorporate by reference” into this prospectus certain documents that we file with or furnish to the SEC. This means that we can disclose important information to you by referring to those documents. Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the Securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.
The following documents, which have been filed by us with the securities regulatory authorities in Canada and filed with, or furnished to, the SEC, are specifically incorporated by reference in this prospectus:
(1)
our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the SEC on March 18, 2024 (the “Annual Report”), including a description of the Units in Exhibit 2.1 thereto and any amendment or report filed for purposes of updating such description;
(2)
(3)
All annual reports filed by the Partnership with the SEC on Form 20-F and any Form 6-K filed or furnished by the Partnership that is identified in such form as being incorporated by reference into the Registration Statement, in each case, subsequent to the date of this prospectus and prior to the termination of this offering, are incorporated by reference into this prospectus as of the date of the filing of such documents. The Partnership shall undertake to provide without charge to each person to whom a copy of this prospectus has been delivered, upon the written or oral request of any such person to the Partnership, a copy of any or all of the documents referred to above that have been or may be incorporated into this prospectus by reference, including exhibits to such documents, unless such exhibits are specifically incorporated by reference to such documents. Requests for such copies should be directed to:
vi
Brookfield Infrastructure Partners L.P.
Investor Relations
73 Front Street, 5th Floor
Hamilton HM 12
Bermuda
Attn: Investor Relations and Communications
E-mail: bip.enquiries@brookfield.com
Telephone: 1 (441) 294-3304
Investor Relations
73 Front Street, 5th Floor
Hamilton HM 12
Bermuda
Attn: Investor Relations and Communications
E-mail: bip.enquiries@brookfield.com
Telephone: 1 (441) 294-3304
Any statement contained in this prospectus, any prospectus supplement, any “free writing prospectus” or in a document incorporated or deemed to be incorporated by reference in this prospectus, any prospectus supplement or any “free writing prospectus” shall be deemed to be modified or superseded, for the purposes of this prospectus, any prospectus supplement or any “free writing prospectus”, as the case may be, to the extent that a statement contained in this prospectus, any prospectus supplement, any “free writing prospectus” or in any other subsequently filed or furnished document which also is or is deemed to be incorporated by reference in this prospectus, any prospectus supplement or any “free writing prospectus”, as the case may be, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus, any prospectus supplement or any “free writing prospectus”, as the case may be.
vii
SUMMARY
The Offer and Expected Timetable
The Partnership may sell from time to time pursuant to this prospectus (as may be detailed in prospectus supplements) an indeterminate number of the Units. Further, selling unitholders may sell from time to time pursuant to this prospectus (as may be detailed in prospectus supplements) an indeterminate number of LP Units. The actual per Unit price of the Units that the Partnership will offer pursuant hereto will depend on a number of factors that may be relevant as of the time of offer (see “Plan of Distribution” below). Each Issuer may sell from time to time pursuant to this prospectus (as may be detailed in prospectus supplements) an indeterminate number of such Issuer’s Debt Securities. The actual price of the Debt Securities that the Issuers will offer pursuant hereto will depend on a number of factors that may be relevant as at the time of offer (see “Plan of Distribution” below). The Partnership will fully and unconditionally guarantee the Debt Securities, and the Debt Securities may also be guaranteed by one or more of the other Guarantors.
The LP Units are listed on the NYSE under the symbol “BIP” and the TSX under the symbol “BIP.UN”. We will provide information in the applicable prospectus supplement for the trading market, if any, for any Preferred LP Units or Debt Securities that we may offer.
Brookfield Infrastructure Partners L.P.
The Partnership is a Bermuda exempted limited partnership that was established on May 21, 2007 under the provisions of the Exempted Partnerships Act, 1992 of Bermuda and the Limited Partnership Act, 1883 of Bermuda. The Partnership’s head and registered office is located at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda and its telephone number at that address is +1 441 294-3304. The Partnership was spun-off from Brookfield Asset Management Inc. (now Brookfield Corporation) and certain of its affiliates on January 31, 2008.
The Partnership is a leading global infrastructure company that owns and operates high quality, long-life assets in the utilities, transport, midstream and data sectors across the Americas, Asia Pacific and Europe. We are focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. For additional information, please refer to the Annual Report.
The Partnership’s sole material assets are its managing general partnership interest and preferred limited partnership interest in the Holding LP. The Partnership serves as the Holding LP’s managing general partner and has sole authority for the management and control of the Holding LP.
The Issuers and the Other Guarantors
Alberta Finco is a subsidiary of the Partnership that has investments and loans receivable from subsidiaries of the Partnership. As at December 31, 2023, Alberta Finco has total assets of $3.8 billion comprised of $0.2 billion of investments in, and $3.6 billion of loans receivable from, affiliates. On May 24, 2021, Alberta Finco issued an aggregate of $250 million of its 5.000% Subordinated Notes due 2081 (the “2081 Notes”), which were guaranteed by the Partnership and certain of the other Guarantors.
Bermuda Holdco is a holding company subsidiary of Holding LP that owns operating subsidiaries of the Partnership. As at December 31, 2023, Bermuda Holdco has total assets of $9.8 billion comprised of $9.5 billion of investments in, and $0.3 billion of loans receivable from, affiliates. Bermuda Holdco is a guarantor of the 2081 Notes. In addition, on January 21, 2022, Bermuda Holdco issued an aggregate of $300 million of its 5.125% Perpetual Subordinated Notes (the “Perpetual Notes”), which were guaranteed by the Partnership and certain of the other Guarantors, including Alberta Finco.
Holding LP is a Bermuda exempted limited partnership that was established under the provisions of the Exempted Partnerships Act 1992 of Bermuda and the Limited Partnership Act 1883 of Bermuda. Holding LP is a holding company subsidiary of the Partnership that owns, indirectly through its holding company subsidiaries, interests in the entities which directly or indirectly hold our current operations and assets that we may acquire in the future, including any assets held through joint ventures, partnerships and consortium arrangements.
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Can Holdco and BI LLC are holding company subsidiaries of Holding LP that own operating subsidiaries of the Partnership. BIPC Holdings is a subsidiary of BIPC, which is a subsidiary of Can Holdco.
For summarized financial information regarding the Issuers and the Guarantors, see “Supplemental Financial Information” in this prospectus.
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RISK FACTORS
An investment in the Securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risk factors incorporated by reference from the Annual Report, and the other information incorporated by reference in this prospectus, as updated by our subsequent filings with the SEC pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act, which are incorporated herein by reference, and those described in the applicable prospectus supplement. The risks and uncertainties described therein and herein are not the only risks and uncertainties that we face. For more information see “Where You Can Find More Information” and “Documents Incorporated by Reference.”
SUPPLEMENTAL FINANCIAL INFORMATION
The information below is being provided pursuant to Rule 13-01 of Regulation S-X. One or more of the Partnership, Holding LP, Bermuda Holdco, Alberta Finco, Can Holdco, BI LLC and BIPC Holdings may fully and unconditionally guarantee the payment of principal, premium (if any), interest and certain other amounts by the applicable Issuer of the Debt Securities. The following tables present summarized financial information for the following:
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the Partnership;
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Alberta Finco and Bermuda Holdco; and
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Holding LP, Can Holdco, BI LLC and BIPC Holdings.
For purposes of the tables below, “Issuers and Guarantors” refers to each of the entities identified above, without duplication.
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Year Ended December 31, 2023
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(in millions of US dollars)
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Issuer and
Guarantors total |
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Transactions with
non-Issuer, non-Guarantor subsidiaries |
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Transactions with
other related parties |
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| Statement of Income Data | | | | | | | | | | | | | | | | | | | |
| Revenues(1) | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
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Gross profit
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| | | | — | | | | | | — | | | | | | — | | |
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Other income(2)
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| | | | 1,751 | | | | | | 1,751 | | | | | | — | | |
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Net income
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| | | | 1,489 | | | | | | 1,744 | | | | | | (255) | | |
(1)
Total revenues of the Partnership and its controlled subsidiaries were $17,931 million for the year ended December 31, 2023.
(2)
Other income includes dividend and interest income.
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As of December 31, 2023
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(in millions of US dollars)
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Issuers and
Guarantors total |
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Amounts due
from/payable to non-Issuer/ non-Guarantor subsidiaries |
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Amounts due
from/payable to other related parties |
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| Balance Sheet Data | | | | | | | | | | | | | | | | | | | |
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Current assets
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| | | $ | 609 | | | | | $ | 609 | | | | | $ | — | | |
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Total assets(1)
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| | | | 3,593 | | | | | | 3,593 | | | | | | — | | |
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Current liabilities
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| | | | 6,524 | | | | | | 6,455 | | | | | | 69 | | |
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Total liabilities
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| | | | 6,696 | | | | | | 6,612 | | | | | | 84 | | |
(1)
Total assets of the Partnership and its controlled subsidiaries were $100,784 million as of December 31, 2023.
CAPITALIZATION
For information regarding the capitalization of the Partnership as of December 31, 2023, see the Annual Report which is incorporated by reference herein. Each prospectus supplement will include information on the Partnership’s capitalization in connection with offerings hereunder.
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REASON FOR THE OFFER AND USE OF PROCEEDS
Unless stated otherwise in the applicable prospectus supplement accompanying this prospectus, we expect to use the net proceeds of the sale of the Securities for general corporate purposes. The actual application of proceeds from the sale of any particular offering of Securities covered by this prospectus will be described in the applicable prospectus supplement relating to the offering. We will not receive any proceeds from any sales of LP Units offered by a selling unitholder.
DESCRIPTION OF LIMITED PARTNERSHIP UNITS
The Partnership may issue LP Units in one or more offerings pursuant to this prospectus and any applicable prospectus supplement. The description of the LP Units contained in this prospectus, together with the applicable prospectus supplements and in the documents incorporated by reference herein and therein summarize or will summarize all the material terms and provisions of the LP Units, together with any material U.S. and Canadian federal income tax considerations related to such LP Units. If we indicate in the applicable prospectus supplement, the terms of the LP Units may differ from the terms we have summarized below.
The LP Units are non-voting limited partnership interests in the Partnership. The Partnership is authorized to issue an unlimited number of LP Units. Holders of LP Units are not entitled to the withdrawal or return of capital contributions in respect of the LP Units, except to the extent, if any, that distributions are made to such holders pursuant to the Limited Partnership Agreement or upon the liquidation of the Partnership as described in the Annual Report or as otherwise required by applicable law. Except to the extent expressly provided in the Limited Partnership Agreement, a holder of LP Units will not have priority over any other holder of LP Units, either as to the return of capital contributions or as to profits, losses or distributions. The LP Units rank junior to the Preferred LP Units with respect to priority in the payment of distributions and in the distribution of the assets of the Partnership in the event of the liquidation, dissolution or winding-up of the Partnership, whether voluntary or involuntary, as further described in the Annual Report. Holders of LP Units will not be granted any preemptive or other similar right to acquire additional interests in the Partnership. In addition, holders of LP Units do not have any right to have their LP Units redeemed by the Partnership.
For a more detailed description of the material terms of the LP Units and a summary of certain terms of the Limited Partnership Agreement, as amended, please refer to the Annual Report. The Limited Partnership Agreement is also filed as an exhibit to the Registration Statement.
DESCRIPTION OF PREFERRED LIMITED PARTNERSHIP UNITS
The Partnership may issue Preferred LP Units in one or more offerings pursuant to this prospectus and any applicable prospectus supplement. The description of the Preferred LP Units contained in this prospectus, together with the applicable prospectus supplements, and in the documents incorporated by reference herein and therein summarize or will summarize all the material terms and provisions of the Preferred LP Units, together with any material U.S. and Canadian federal income tax considerations relating to such Preferred LP Units. If we indicate in the applicable prospectus supplement, the terms of the Preferred LP Units may differ from the terms we have summarized below.
The Partnership may issue additional series of the Partnership’s Class A Preferred LP Units (the “Class A Preferred Units”) or may issue any other class or series of Preferred LP Units. As of the date of this prospectus, the Partnership had six series of Class A Preferred Units outstanding: Series 1, Series 3, Series 9, Series 11, Series 13 and Series 14. The Series 1, Series 3, Series 9 and Series 11 Class A Preferred Units are listed on the TSX under the symbols “BIP.PR.A,” “BIP.PR.B,” “BIP.PR.E” and “BIP.PR.F,” respectively. The Series 13 and Series 14 Class A Preferred Units are listed on the NYSE under the symbols “BIP.PR.A” and “BIP.PR.B,” respectively. The Class A Preferred Units are non-voting limited partnership interests in the Partnership. Holders of Class A Preferred Units are not entitled to the withdrawal or return of capital contributions in respect of Class A Preferred Units, except to the extent, if any, that distributions are made to such holders pursuant to the Limited Partnership Agreement or upon the liquidation of the Partnership as described in the Annual Report or as otherwise required by applicable law. The Class A Preferred Units rank senior to the LP Units with respect to priority in the return of capital contributions or as to profits, losses or distributions. The Class A Preferred Units may be issued in series. Each series of Class A Preferred Units ranks on a parity with
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every other series of the Class A Preferred Units with respect to priority in the return of capital contributions or as to profits, losses or distributions.
For a more detailed description of the material terms of the Class A Preferred Units, please refer to the Annual Report.
Further, subject to the terms of any Preferred LP Units then outstanding, the Limited Partnership Agreement authorizes the Partnership to establish one or more classes, and one or more series of any such classes of Preferred LP Units, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Preferred LP Units, such as the Class A Preferred Units), as shall be determined by the General Partner in its sole discretion, including: (i) the right to share in the Partnership’s profits and losses or items thereof; (ii) the right to share in the Partnership’s distributions; (iii) the rights upon the Partnership’s dissolution and liquidation; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Preferred LP Units (including sinking fund provisions); (v) whether such Preferred LP Unit is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Preferred LP Unit will be issued, evidenced by certificates and assigned or transferred; and (vii) the requirement, if any, of each such Preferred LP Unit to consent to certain partnership matters.
The issuance of Preferred LP Units may have the effect of discouraging, delaying or preventing a change of control of the Partnership. The issuance of Preferred LP Units with voting and conversion rights may adversely affect the voting power of the holders of LP Units.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
The following description sets forth certain general terms and provisions of the Debt Securities and the guarantees thereof by the Guarantors. The particular terms and provisions of the series of Debt Securities and the related guarantees offered by a prospectus supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in such prospectus supplement. The Debt Securities will either be issued (i) by Alberta Finco under the indenture, dated as of May 24, 2021 (the “Alberta Finco Indenture”) by and among Alberta Finco as the issuer, the Partnership, as guarantor, and the other guarantors party thereto, and Computershare Trust Company, N.A., as trustee (the “U.S. Trustee”) and Computershare Trust Company of Canada, as trustee (the “Canadian Trustee”, and together with the U.S. Trustee, the “Trustees”); or (ii) by Bermuda Holdco under an indenture (the “Bermuda Holdco Indenture” and together with the Alberta Finco Indenture, the “Indentures” and each of them, an “Indenture”), dated as of January 21, 2022, among Bermuda Holdco, as the issuer, the Partnership, as guarantor, and the other guarantors party thereto, and the Trustees.
For purposes of this “Description of Debt Securities and Guarantees”, the term “Issuer” refers to either Alberta Finco or Bermuda Holdco, as applicable to a particular series of Debt Securities and as used in the applicable Indenture, and the term “Indenture” refers to either the Alberta Finco Indenture, with respect to Debt Securities issued by Alberta Finco, or the Bermuda Holdco Indenture, with respect to Debt Securities issued by Bermuda Holdco. The Partnership will fully and unconditionally guarantee the Debt Securities as a Guarantor under the Indentures, and each of Holding LP, Can Holdco, BI LLC, BIPC Holdings and either Alberta Finco (in the case of Debt Securities issued by Bermuda Holdco) or Bermuda Holdco (in the case of Debt Securities issued by Alberta Finco), as applicable, will also guarantee the Debt Securities (collectively, for purposes of this “Description of Debt Securities and Guarantees” and as used in the applicable Indenture, the “Guarantors”), unless otherwise provided for in respect of a series of Debt Securities in one or more indentures supplemental to the Indenture in respect of such series of Debt Securities. The Debt Securities may be issued under one or more indentures supplemental to the applicable Indenture as we and the Trustees may enter into in the future. Any such supplemental indentures under which any Debt Securities are issued will be specified in the applicable prospectus supplement.
Each Indenture is subject to the U.S. Trust Indenture Act of 1939. The Alberta Finco Indenture and the Bermuda Holdco Indenture have been filed with the SEC as exhibits to the Registration Statement. The Indentures will also be available on the Partnership’s SEDAR+ profile at www.sedarplus.ca.
The following statements with respect to the Indentures and the Debt Securities to be issued thereunder are brief summaries of certain provisions of the Indentures and do not purport to be complete; such
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statements are subject to the detailed referenced provisions of the applicable Indenture, including the definition of capitalized terms used under this caption. Wherever a particular section or defined term of the Indentures is referred to, the statement is qualified in its entirety by such section or term.
Except where otherwise specified for the sake of clarity, all references to the “Indenture” in the remainder of this “Description of Debt Securities and Guarantees” refer to either of the Indentures in respect of a particular series of Debt Securities issued by either Alberta Finco or Bermuda Holdco; references to the “Issuer” below refer to either Alberta Finco or Bermuda Holdco, as applicable; and references to the “Guarantors” below refer to the Partnership together with the applicable group of subsidiary Guarantors for Debt Securities issued by either Alberta Finco or Bermuda Holdco.
General
The Indentures do not limit the aggregate principal amount of Debt Securities (which may include debentures, notes and other evidences of indebtedness) which may be issued thereunder, and Debt Securities may be issued under the Indentures from time to time in one or more series and may be denominated and payable in foreign currencies or units based on or relating to foreign currencies. Special United States and, to the extent applicable, Canadian federal income tax considerations applicable to any Debt Securities so denominated will be described in the prospectus supplement relating thereto. Unless otherwise indicated in the applicable prospectus supplement, each Indenture permits the applicable Issuer to increase the principal amount of any series of Debt Securities previously issued by it and to issue such increased principal amount.
All Debt Securities issued by Alberta Finco will be fully and unconditionally guaranteed by the Partnership and may also be guaranteed by Holding LP, Bermuda Holdco, Can Holdco, BI LLC and BIPC Holdings, together with any additional Guarantors, in each case subject to customary release provisions applicable to the Guarantors (other than the Partnership). All Debt Securities issued by Bermuda Holdco will be fully and unconditionally guaranteed by the Partnership and may also be guaranteed by Holding LP, Alberta Finco, Can Holdco, BI LLC and BIPC Holdings, together with any additional Guarantors, in each case subject to customary release provisions applicable to the Guarantors (other than the Partnership).
The applicable prospectus supplement will set forth the following terms relating to the particular offered Debt Securities: (1) the specific designation of the offered Debt Securities and the indenture under which they are issued; (2) any limit on the aggregate principal amount of the offered Debt Securities; (3) the date or dates, if any, on which the offered Debt Securities will mature and the portion (if less than all of the principal amount) of the offered Debt Securities to be payable upon declaration of acceleration of maturity; (4) the rate or rates per annum (which may be fixed or variable) at which the offered Debt Securities will bear interest, if any, the date or dates from which any such interest will accrue and on which any such interest will be payable and the regular record dates for any interest payable on the offered Debt Securities which are in registered form (“Registered Debt Securities”); (5) any mandatory or optional redemption or sinking fund provisions, including the period or periods within which the price or prices at which and the terms and conditions upon which the offered Debt Securities may be redeemed or purchased at the option of the Issuer or otherwise; (6) whether the offered Debt Securities will be issuable in registered form or bearer form or both and, if issuable in bearer form, the restrictions as to the offer, sale and delivery of the offered Debt Securities in bearer form and as to exchanges between registered and bearer form; (7) whether the offered Debt Securities will be issuable in the form of one or more registered global securities (“Registered Global Securities”) and, if so, the identity of the depositary for such Registered Global Securities; (8) the denominations in which any of the offered Debt Securities will be issuable if in other than denominations of $1,000 and any multiple thereof; (9) each office or agency where the principal of, and any premium and interest on, the offered Debt Securities will be payable and each office or agency where the offered Debt Securities may be presented for registration of transfer or exchange; (10) if other than U.S. dollars, the foreign currency or the units based on or relating to foreign currencies in which the offered Debt Securities are denominated and/or in which the payment of the principal of, and any premium and interest on, the offered Debt Securities will or may be payable; (11) any applicable terms or conditions related to the addition or removal of any co-obligor or Guarantor in respect of any or all series of Debt Securities; and (12) any other terms of the offered Debt Securities, including any applicable subordination provisions, exchange or conversion terms, covenants and additional Events of Default (as defined below). Special United States and, to the extent applicable, Canadian federal income tax considerations applicable to the offered Debt Securities, the amount of principal thereof and any premium
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and interest thereon will be described in the prospectus supplement relating thereto. Unless otherwise indicated in the applicable prospectus supplement, the Indentures will not afford the Holders the right to tender Debt Securities to the applicable Issuer for repurchase, or provide for any increase in the rate or rates of interest per annum at which the Debt Securities will bear interest, in the event the applicable Issuer or any Guarantor should become involved in a highly leveraged transaction or in the event of a change in control of the Issuer or any Guarantor.
Debt Securities may be issued bearing no interest or interest at a rate below the prevailing market rate at the time of issuance, to be offered and sold at a discount below their stated principal amount. The Canadian and United States federal income tax consequences and other special considerations applicable to any such discounted Debt Securities or other Debt Securities offered and sold at par which are treated as having been issued at a discount for Canadian and/or United States federal income tax purposes will be described in the prospectus supplement relating thereto.
The Debt Securities will be direct obligations of the Issuer and will be senior or subordinated, as applicable, indebtedness of the Issuer as described in the applicable prospectus supplement.
Each Guarantor’s guarantee of the Debt Securities will be unsecured senior or subordinated, as applicable, indebtedness of each such Guarantor as described in the applicable prospectus supplement.
Unless otherwise specified in a prospectus supplement, the Debt Securities and the guarantees thereof by the Guarantors will be unsecured obligations. The Debt Securities and the guarantees by the Guarantors will be effectively subordinated to any secured indebtedness of the Issuer and the Guarantors to the extent of the value of the assets securing such indebtedness. The guarantees by the Guarantors of the Debt Securities will guarantee the due and punctual payment of the principal of, premium, if any, and interest on the Debt Securities issued by the Issuer, when and as the same shall become due and payable, whether at maturity, upon redemption, by acceleration or otherwise.
Form, Denomination, Exchange and Transfer
Unless otherwise indicated in the applicable prospectus supplement, Debt Securities will be issued only in fully registered form without coupons and in denominations of $1,000 or any integral multiple thereof. Debt Securities may be presented for exchange and Registered Debt Securities may be presented for registration of transfer in the manner, at the places and, subject to the restrictions set forth in the Indenture and in the applicable prospectus supplement, without service charge, but upon payment of any taxes or the governmental charges due in connection therewith. The Issuer has appointed or will appoint, as applicable, the U.S. Trustee as security registrar under the Indenture.
Payment
Unless otherwise indicated in the applicable prospectus supplement, payment of the principal of, and any premium and interest on, Registered Debt Securities (other than a Registered Global Security) will be made at the office or agency of the U.S. Trustee, in its capacity as paying agent, in New York, New York or Toronto, Ontario, except that, at the option of the Issuer, payment of any interest may be made (i) by check mailed to the address of the Person entitled thereto at such address as shall appear in the applicable security register or (ii) by wire transfer to an account maintained by the Person entitled thereto as specified in the applicable security register. Unless otherwise indicated in the applicable prospectus supplement, payment of any interest due on Registered Debt Securities will be made to the Persons in whose name such Registered Debt Securities are registered at the close of business on the regular record date for such interest payment.
Registered Global Securities
The Registered Debt Securities of a particular series may be issued in the form of one or more Registered Global Securities which will be registered in the name of, and deposited with, one or more depositaries or nominees, each of which will be identified in the prospectus supplement relating to such series. Unless and until exchanged, in whole or in part, for Debt Securities in definitive registered form, a Registered Global Security may not be transferred except as a whole by the depositary for such Registered Global Security to a
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nominee of such depositary, by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any portion of a particular series of Debt Securities to be represented by a Registered Global Security will be described in the prospectus supplement relating to such series. We anticipate that the following provisions will apply to all depositary arrangements.
Upon the issuance of a Registered Global Security, the depositary therefor or its nominee will credit, on its book entry and registration system, the respective principal amounts of the Debt Securities represented by such Registered Global Security to the accounts of such persons having accounts with such depositary or its nominee (“participants”) as shall be designated by the underwriters, investment dealers or agents participating in the distribution of such Debt Securities or by the Issuer if such Debt Securities are offered and sold directly by the Issuer. Ownership of beneficial interests in a Registered Global Security will be limited to participants or persons that may hold beneficial interests through participants. Ownership of beneficial interests in a Registered Global Security will be shown on, and the transfer of such ownership will be effected only through, records maintained by the depositary therefor or its nominee (with respect to beneficial interests of participants) or by participants or persons that hold through participants (with respect to interests of persons other than participants). The laws of some states in the United States require certain purchasers of securities to take physical delivery thereof in definitive form. Such depositary arrangements and such laws may impair the ability to transfer beneficial interests in a Registered Global Security.
So long as the depositary for a Registered Global Security or its nominee is the registered owner thereof, such depositary or such nominee, as the case may be, will be considered the sole owner or Holder of the Debt Securities represented by such Registered Global Security for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a Registered Global Security will not be entitled to have Debt Securities of the series represented by such Registered Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debt Securities of such series in definitive form and will not be considered the owners or Holders thereof under the Indenture.
Principal, premium, if any, and interest payments on a Registered Global Security registered in the name of a depositary or its nominee will be made to such depositary or nominee, as the case may be, as the registered owner of such Registered Global Security. None of the Issuer or Trustees or any paying agent for Debt Securities of the series represented by such Registered Global Security will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial interests in such Registered Global Security or for maintaining, supervising or reviewing any records relating to such beneficial interests.
We expect that the depositary for a Registered Global Security or its nominee, upon receipt of any payment of principal, premium or interest, will immediately credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Registered Global Security as shown on the records of such depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in a Registered Global Security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name”, and will be the responsibility of such participants.
No Registered Global Security may be exchanged in whole or in part for Debt Securities registered, and no transfer of a Registered Global Security in whole or in part may be registered, in the name of any Person other than the depositary for such Registered Global Security or a nominee thereof unless (A) such depositary (i) has notified the Issuer that it is unwilling or unable to continue as depositary for such Registered Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, and a successor securities depositary is not obtained, (B) there shall have occurred and be continuing an Event of Default with respect to such Registered Global Security, (C) the Issuer determines, in its sole discretion, that the Securities of such series shall no longer be represented by such Registered Global Security and executes and delivers to the Trustees the Issuer order that such Registered Global Security shall be so exchangeable and the transfer thereof so registerable or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated in the Indenture.
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Events of Default
Unless otherwise indicated in any prospectus supplement, each Indenture provides that the following will constitute an event of default (the “Events of Default”) under such Indenture with respect to Debt Securities of any series issued by the applicable Issuer of such Debt Securities: (a) failure to pay principal of, or any premium on, any Debt Security of that series when due at maturity; (b) failure to pay any interest on any Debt Securities of that series when due, which failure continues for 30 days; (c) failure of the Issuer and/or any Guarantor in respect of the Debt Securities of that series to perform, as applicable, any other covenant in the Indenture (other than a covenant included in such indentures solely for the benefit of a series other than that series), which failure continues for 60 days after written notice has been given by the applicable Trustee or the Holders of at least 25% in aggregate principal amount of outstanding securities of that series, as provided in the applicable Indenture; (d) certain events of bankruptcy, insolvency or reorganization affecting the Partnership or the Issuer; and (e) any other Events of Default provided with respect to the Debt Securities of such series, as described in the applicable prospectus supplement.
If an Event of Default (other than an Event of Default related to certain events of bankruptcy, insolvency or reorganization affecting the Partnership or the applicable Issuer) with respect to the Debt Securities of any series at the time outstanding shall occur and be continuing either the U.S. Trustee or the Holders of at least 25% in aggregate principal amount of outstanding securities of that series by notice, as provided in the Indenture, may declare the principal amount of the Debt Securities of that series to be due and payable immediately. If an Event of Default related to certain events of bankruptcy, insolvency or reorganization affecting the Partnership or the applicable Issuer occurs with respect to the Debt Securities of any series at the time outstanding, the principal amount of all the Debt Securities of that series will automatically, and without any action by the Trustees or any Holder, become immediately due and payable. After any such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of the outstanding securities of that series may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the Indenture. For information as to waiver of defaults, see “— Modification and Waiver” below.
Each Indenture provides that the Trustees are under no obligation to exercise any of their rights or powers under such Indenture at the request or direction of any of the applicable Holders, unless such Holders shall have offered to such Trustees indemnity. Subject to such provisions for the indemnification of the particular Trustee, the Holders of a majority in aggregate principal amount of the outstanding securities of any series issued under the applicable Indenture will have the right to direct the time, method and place of conducting any proceeding for any remedy available to such Trustees or exercising any trust or power conferred on such Trustees with respect to the Debt Securities of that series.
No Holder of a Debt Security of any series will have any right to institute any proceeding with respect to any Indenture, or for the appointment of a receiver or a trustee, or for any other remedy thereunder, unless (i) such Holder has previously given to the applicable Trustee written notice of a continuing Event of Default with respect to the Debt Securities of that series, (ii) the Holders of at least 25% in aggregate principal amount of the outstanding securities of that series, in the case of an Event of Default (other than an Event of Default related to certain events of bankruptcy, insolvency or reorganization affecting the Partnership or the applicable Issuer), or, in the case of any Event of Default related to certain events of bankruptcy, insolvency or reorganization affecting the Partnership or the applicable Issuer that has occurred with respect to the Debt Securities of any series at the time outstanding, the Holders of not less than 25% in aggregate principal amount of all outstanding Debt Securities, have made a written request, and such Holder or Holders have offered reasonable indemnity, and (iii) the U.S. Trustee has failed to institute such proceeding, and has not received from the Holders of a majority in aggregate principal amount of the outstanding Debt Securities of that series a direction inconsistent with such request, within 60 days after such notice, request and offer. However, such limitations do not apply to a suit instituted by a Holder of a Debt Security for the enforcement of payment of the principal of, or of any premium or interest on, such Debt Security on or after the applicable due date specified in such Debt Security.
Each Issuer is required under the applicable Indenture to furnish to the Trustees a quarterly statement by certain of its officers as to whether or not any of the applicable Issuer and/or the Guarantor(s), as applicable, to the applicable Issuer’s knowledge, is in default in the performance or observance of any of the terms,
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provisions and conditions of such Indenture and, if so, specifying all such known defaults. The applicable Trustee is required, within 30 days after it becomes aware of its occurrence, to give to the Holders, notice of every Event of Default arising under the applicable Indenture and continuing at the time that the notice is given, unless the Trustees reasonably believe that it is in the best interests of the Holders to withhold the notice and so informs the applicable Issuer or Guarantor in writing.
Defeasance
Each Indenture provides that, at the option of the applicable Issuer, the Issuer will be discharged from any and all obligations in respect of any outstanding Debt Securities upon irrevocable deposit with the U.S. Trustee, in trust, of money and/or Government Obligations which will provide money, not later than one day before the due date of any payment, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of or premium, if any, and each installment of interest, if any, on such outstanding Debt Securities (“Defeasance”). Such trust may only be established if certain customary conditions precedent are satisfied, including, among other things, confirmation that Holders will not recognize gain or loss for U.S. federal income tax purposes as a result of such Defeasance. The Issuer may exercise its Defeasance option notwithstanding its prior exercise of its Covenant Defeasance (as defined below) option described in the following paragraph if the Issuer meets the conditions precedent at the time the Issuer exercises the Defeasance option. Upon the completion of any Defeasance in respect of any Debt Securities, each Guarantor in respect of such series of Debt Securities shall be deemed to have been unconditionally and irrevocably released from all obligations under this Indenture in respect of such Debt Securities, without the need for any notice, document or action.
Each Indenture provides that, at the option of the Issuer, unless and until the Issuer has exercised its Defeasance option described in the preceding paragraph, the Issuer may omit to comply with certain obligations and covenants provided for the benefit of the holder of certain Debt Securities or series thereof and such omission shall not be deemed to be an Event of Default under the Indenture and such outstanding Debt Securities or series upon the irrevocable deposit with the U.S. Trustee, in trust, of money and/or Government Obligations which will provide money, not later than one day before the due date of any payment, in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay and discharge the principal of and premium, if any, and each instalment of interest, if any, on such outstanding Debt Securities or series thereof (“Covenant Defeasance”). In the event the Issuer exercises its Covenant Defeasance option, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any such obligations and covenants that have defeased. Such trust may only be established if certain customary conditions precedent are satisfied, including, among other things, confirmation that Holders will not recognize gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance.
Modification and Waiver
Modifications and amendments of an Indenture in respect of one or more series of Debt Securities may be made by the Partnership, the applicable Issuer, the other applicable Guarantors and the Trustees with the consent of the Holders of a majority in aggregate principal amount of the outstanding Debt Securities of such series affected by such modification(s) or amendment(s); provided, however, that no such modification or amendment may, without the consent of the Holder of each outstanding Debt Security affected thereby (a) change the stated maturity of the principal of, or any installment of interest on, any outstanding Debt Security, (b) reduce the principal amount of (or the premium), or interest on, any outstanding Debt Security, (c) reduce the amount of the principal of any outstanding Debt Security payable upon the acceleration of the maturity thereof, (d) change the dates or times on which the Debt Securities of a series may be redeemed or repurchased; (e) change the currency of payment of principal of (or the premium), or interest on, any outstanding Debt Security, (f) impair the right to institute suit for the enforcement of any payment on or with respect to any outstanding Debt Security, (g) reduce the above-stated percentage of outstanding Debt Securities necessary to modify or amend the Indenture, (h) reduce the percentage of aggregate principal amount of outstanding securities necessary for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults, (i) modify any provisions of the Indenture relating to the modification and amendment of the Indenture or the waiver of past defaults or covenants, or (j) release the Partnership from its guarantee under the Indenture.
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Each Indenture provides that the applicable Issuer, the Partnership and the other applicable Guarantors from time to time party thereto may modify and amend such Indenture in respect of one or more series of Debt Securities without the consent of any Holder of such Debt Securities for any of the following purposes: (a) to add limitations or restrictions to be observed upon the amount or issue of Debt Securities under such Indenture, provided that such limitations or restrictions shall not be materially adverse to the interests of Holders; (b) to evidence the succession of another person to the applicable Issuer or any Guarantor, as applicable, and the assumption by any such successor of the covenants of the Issuer or any Guarantor, as applicable, under such Indenture and in respect of such Debt Securities; (c) to evidence the addition of a co-obligor or Guarantor in respect of any or all series of the Debt Securities under such Indenture, as may be permitted in accordance with the terms of such Debt Securities; (d) to add to the covenants of the Issuer or any Guarantor, as applicable, for the benefit of the Holders of any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power in the Indenture conferred upon the Issuer or any Guarantor, as applicable; (e) to add any additional Events of Default for the benefit of the Holders of all or any series of Debt Securities (and if such additional Events of Default are to be for the benefit of less than all series of Debt Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); (f) to add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Debt Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Debt Security of any series created prior to the execution of the applicable supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Debt Security with respect to such provision or (ii) shall become effective only when there is no such Debt Security outstanding; (g) to secure the Debt Securities pursuant to the requirements of any provision in the Indenture or any indenture supplemental thereto or otherwise; (h) to establish the form or terms of Debt Securities of any series as permitted under the Indenture and, if required, to provide for the appointment of any additional trustees and/or other agents; (i) to evidence and provide for the acceptance of appointment under such Indenture by a successor trustee with respect to the Debt Securities of one or more series and to add to or change any of the provisions in such Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee, pursuant to the requirements of such Indenture; (j) to add to or change any of the provisions of such Indenture to such extent as shall be necessary to permit or facilitate the issuance of Debt Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Debt Securities in uncertificated form; (k) to comply with any requirements of applicable Trust Indenture Laws, including without limitation in connection with qualifying, or maintaining the qualification of, the Indenture under the Trust Indenture Act; (l) to make any other changes in the provisions of the Indenture which the Issuer may deem necessary or desirable provided that such amendment does not adversely impact the interests of Holders of Debt Securities of any series in any material adverse respect; or (m) to cure any ambiguity, to correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising thereunder.
The Holders of a majority in aggregate principal amount of the outstanding securities of any series of Debt Securities, on behalf of all Holders of outstanding securities of such series, may waive compliance by the Issuer with certain restrictive provisions of the applicable Indenture. Subject to certain rights of the Trustees, as provided in each Indenture, the Holders of a majority in aggregate principal amount of the outstanding securities of one or more series of Debt Securities issued under such Indenture, on behalf of all Holders of outstanding securities of such series, may waive any past default under such Indenture, except a default in the payment of principal, premium or interest or in respect of a covenant or provision of such Indenture which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Debt Security of such series affected.
Consent to Jurisdiction and Service under the Indentures
Each Indenture provides that each Issuer and the non-U.S. Guarantors have irrevocably appointed Brookfield Infrastructure US Holdings I Corporation, located at 250 Vesey Street, 15th Floor, New York, New York 10281-1023, as their agent for service of process in any suit, action or proceeding arising out of or relating to such Indenture and the Debt Securities and for actions brought under federal or state securities laws brought in any federal or state court located in the Borough of Manhattan in the City of New York and submit to such jurisdiction.
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Enforceability of Judgments
Since a substantial portion of each Issuer’s, the Partnership’s and the other Guarantors’ assets are or may be outside the United States, any judgment obtained in the United States against any Issuer, the Partnership and the Guarantors, including any judgment with respect to the payment of interest and principal on the Debt Securities or in respect of the guarantees of the Guarantors, may not be collectible within the United States.
Governing Law
Each Indenture, Debt Securities and the rights, powers, duties or responsibility of the Trustees will be governed by the laws of the State of New York.
The Trustees
Computershare Trust Company, N.A. is the U.S. Trustee under each of the Indentures. The Issuer has appointed Computershare Trust Company of Canada as the Canadian Trustee under the Indentures in order to comply with the Business Corporations Act (Alberta) (the “ABCA”).
Certain Definitions
Set forth below is a summary of certain of the defined terms used in each Indenture. Reference is made to the Indenture for the full definition of each such term, as well as any other terms used herein for which no definition is provided.
“affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this definition, “control”, when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” having meanings correlative to the foregoing.
“Capital Stock” of any Person means any and all shares, units, interests, participations or other equivalents (however designated) of corporate stock or other equity participations, including partnership interests whether general or limited, of such Person.
“Government Obligation” means (x) any security which is (i) a direct obligation of the government which issued the currency, or a direct obligation of the Government of Canada issued in such currency, in which the Debt Securities of a particular series are denominated for the payment of which its full faith and credit is pledged or (ii) obligations of a Person the payment of which is unconditionally guaranteed as its full faith and credit obligation by such government which, in the case of either subclause (i) or (ii) of this clause (x), is not callable or redeemable at the option of the issuer thereof and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act or in the Bank Act (Canada)), as custodian with respect to any Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
“Holder” means a Person in whose name a Security is registered in the applicable security register.
“Person” means any individual, corporation, partnership, joint venture, association, company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Subsidiary” of any Person means a corporation, partnership, limited partnership, trust or other entity 50% or more of the combined voting power of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or by one or more other Subsidiaries of such Person or by such Person and one or more Subsidiaries thereof.
“Trust Indenture Act” or “TIA” means the U.S. Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the U.S. Trust Indenture Act of 1939
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is amended after such date, “Trust Indenture Act” or “TIA” means, to the extent required by any such amendment, the U.S. Trust Indenture Act of 1939 as so amended.
“Trust Indenture Laws” means the Trust Indenture Act and regulations thereunder, together with any other applicable trust indenture laws, rules or regulations relating to trust indentures and to the rights, duties, and obligations of trustees under trust indentures and of corporations issuing debt obligations under trust indentures to the extent that such provisions are at such time in force and applicable to this Indenture.
“Voting Stock” of any Person means Capital Stock of such Person which ordinarily has voting power for the election of directors (or persons performing similar functions) of such Person, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.
PLAN OF DISTRIBUTION
New Issues
The Partnership and/or the Issuers may sell Securities to or through underwriters or dealers. The distribution of Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices. In connection with the sale of Securities, underwriters may receive compensation from the Partnership or the applicable Issuer or from purchasers of Securities for whom they may act as agents in the form of concessions or commissions.
Each prospectus supplement relating to the offering of Securities will set forth the terms of the offering of Securities, including the names of any underwriters or agents, the purchase price or prices of the offered Securities, the proceeds to the Partnership and/or the applicable Issuer from the sale of the offered Securities, the underwriting discounts and commissions and any discounts, commissions and concessions allowed or reallowed or paid by any underwriter to other dealers.
Under agreements which may be entered into by the Partnership, the applicable Issuer, and/or the other applicable Guarantors, underwriters, dealers and agents who participate in the distribution of Securities may be entitled to indemnification by the Partnership, the applicable Issuer, and/or the other applicable Guarantors against certain liabilities, including liabilities under securities legislation in several of the provinces and territories of Canada and in the United States, or to contribution with respect to payments which those underwriters, dealers or agents may be required to make in respect thereof. Those underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Partnership, the Issuers and/or the other Guarantors in the ordinary course of business.
Securities to be offered pursuant to this prospectus will be a new issue of securities. Certain broker-dealers may make a market in the Securities but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any broker-dealer will make a market in the Securities or as to the liquidity of the trading market for the Securities.
In connection with any underwritten offering of Securities, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at levels above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.
Secondary Offerings
This prospectus may also, from time to time, relate to an underwritten offering by one or more selling unitholders of its or their LP Units. Selling unitholder(s) may sell all or a portion of the LP Units beneficially owned by them and offered from time to time directly or through one or more underwriters or dealers. Unless otherwise specified in a prospectus supplement, the selling unitholder(s) will be responsible for underwriting discounts or commissions or agent’s commissions. The selling unitholder(s) may sell its or their LP Units in one or more transactions at negotiated fixed prices, at prevailing market prices at the time of the sale, or at varying prices determined at the time of sale. These sales may be effected in transactions which may be structured as block trades or using any other method permitted pursuant to applicable laws, rules and regulations, as described in the applicable prospectus supplement.
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Underwriters or dealers may receive commissions in the form of discounts, concessions or commissions from the selling unitholder(s). In connection with sales of its LP Units or otherwise, selling unitholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the LP Units in the course of hedging in positions they assume. The selling unitholder(s) may also sell its or their LP Units short and deliver LP Units covered by this prospectus to close out short positions and to return borrowed securities in connection with such short sales. The selling unitholder(s) may also loan or pledge the LP Units to broker-dealers that in turn may sell such LP Units.
SELLING UNITHOLDERS
Information about selling unitholders, where applicable, will be set forth in a prospectus supplement, in an amendment to the Registration Statement, or in filings the Partnership makes with the SEC under the Exchange Act and incorporated by reference.
SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES
Bermuda Entities
Each of the Partnership, Holding LP and Bermuda Holdco (collectively, the “Bermuda Entities”) is formed under the laws of Bermuda. A substantial portion of each of the Bermuda Entities’ assets are located outside of Canada and the United States and certain of the directors of the General Partner, as well as certain of the experts named in this prospectus, may be residents of jurisdictions outside of Canada and the United States. It may be difficult for investors to effect service of process within Ontario or elsewhere in Canada or the United States upon those directors and experts who are not residents of Canada or the United States, as applicable. Investors are advised that it may also not be possible for investors to enforce judgments obtained in Canada or the United States against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada or the United States, even if the party has appointed an agent for service of process. Furthermore, it may be difficult to realize upon or enforce in Canada or the United States any judgment of a court of Canada or the United States against the Bermuda Entities, the directors of the General Partner or the experts named in this prospectus who reside outside of Canada or the United States since a substantial portion of each of the Bermuda Entities’ assets and the assets of such persons may be located outside of Canada and the United States.
The Bermuda Entities have been advised by counsel that there is no treaty in force between Canada and Bermuda or the United States and Bermuda providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As a result, whether a Canadian or U.S. judgment would be enforceable in Bermuda against the Bermuda Entities, the directors of the General Partner or the experts named in this prospectus who reside outside of Canada or the United States depends on whether the Canadian or U.S. court that entered the judgment is recognized by a Bermuda court as having jurisdiction over the Bermuda Entities or the experts named in this prospectus who reside outside of Canada or the United States, as determined by reference to Bermuda conflict of law rules. The courts of Bermuda would likely recognize as a valid judgment, a final and conclusive judgment in personam in respect of a judgment obtained in a Canadian or U.S. court pursuant to which a debt or definitive sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) as long as: (i) the Canadian or U.S. court had proper jurisdiction over the parties subject to the judgment and had jurisdiction to give the judgment as a matter of Bermuda law; (ii) the Canadian or U.S. court did not contravene the rules of natural justice of Bermuda; (iii) the Canadian or U.S. judgment was not obtained by fraud; (iv) the enforcement of the Canadian or U.S. judgment would not be contrary to the public policy of Bermuda; (v) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda; and (vi) the Canadian or U.S. judgment (being a foreign judgment) does not conflict with a prior Bermuda judgment.
In addition to and irrespective of jurisdictional issues, Bermuda courts will not enforce a provision of Canadian or U.S. federal securities laws that is either penal in nature or contrary to public policy. It is the advice of the Bermuda Entities’ Bermuda counsel that an action brought pursuant to a public or penal law, the purpose of which is the enforcement of a sanction, power or right at the instance of the state in its sovereign capacity, is unlikely to be enforced by a Bermuda court. Specified remedies available under the laws of Canadian or U.S. jurisdictions, including specified remedies under Canadian securities laws or U.S. federal
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securities laws, would not likely be available under Bermuda law or enforceable in a Bermuda court, as they may be contrary to Bermuda public policy. Further, no claim may be brought in Bermuda against the Bermuda Entities or the experts named in this prospectus in the first instance for a violation of Canadian securities laws or U.S. federal securities laws because these laws have no extraterritorial application under Bermuda law and do not have force of law in Bermuda.
Canadian Entities
Alberta Finco is incorporated under the laws of the Province of Alberta and each of Can Holdco and BIPC Holdings is incorporated under the laws of the Province of Ontario. The ability to effect service of process and the enforcement by investors of civil liabilities under the U.S. federal securities laws may be adversely affected by the fact that Alberta Finco is incorporated under the laws of the Province of Alberta and that Can Holdco and BIPC Holdings are incorporated under the laws of the Province of Ontario, that some or all of their officers and directors may be residents of Canada, that some or all of the underwriters or experts named in the Registration Statement may be residents of Canada and that all or a substantial portion of the assets of Alberta Finco, Can Holdco, BIPC Holdings and such persons may be located outside of the United States.
LEGAL MATTERS
Unless otherwise specified in any applicable prospectus supplement, certain legal matters in connection with the Securities offered under this prospectus will be passed upon by Torys LLP, Toronto and Calgary, Canada and New York, New York, with respect to U.S. and Canadian legal matters, respectively, and by Appleby (Bermuda) Limited, with respect to Bermuda legal matters.
EXPERTS
The financial statements of Brookfield Infrastructure as of December 31, 2023, and 2022, and for each of the three years in the period ended December 31, 2023, incorporated by reference in this Prospectus, and the effectiveness of Brookfield Infrastructure’s internal control over financial reporting have been audited by Deloitte LLP, an independent registered public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports of such firm given their authority as experts in accounting and auditing.
The consolidated financial statements of Triton International Limited as of December 31, 2022 and 2021, and for each of the years in the three-year period ended December 31, 2022, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2022 have been incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP (‘KPMG”), independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. Triton International Limited has agreed to indemnify and hold KPMG harmless against and from any and all legal costs and expenses incurred by KPMG in successful defense of any legal action or proceeding that arises as a result of KPMG’s consent to the incorporation by reference of its audit report on the Company’s past financial statements incorporated by reference in this registration statement.
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EXPENSES
The following are the estimated expenses of the offering of the Securities being registered under the Registration Statement of which this prospectus forms a part, all of which will be paid by us.
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SEC registration fee
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| | | $ | * | | |
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Blue sky fees and expenses
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| | | | ** | | |
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NYSE listing fees
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| | | | ** | | |
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Trustee and transfer agent fees
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| | | | ** | | |
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Printing and engraving costs
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| | | | ** | | |
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Legal fees and expenses
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| | | | ** | | |
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Accounting fees and expenses
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| | | | ** | | |
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Miscellaneous
|
| | | | ** | | |
| | Total | | | | $ | ** | | |
*
We are registering an indeterminate amount of Securities under the Registration Statement, and, in accordance with Rules 456(b) and 457(r), we are deferring payment of all of the registration fee.
**
The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable in respect of any offering of Securities.
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BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
Limited Partnership Units
Preferred Limited Partnership Units
BROOKFIELD INFRASTRUCTURE FINANCE ULC
BIP BERMUDA HOLDINGS I LIMITED
Debt Securities
PROSPECTUS
April 5, 2024
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Partnership and Holding LP
The sections of the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2023 entitled “Item 6.A. Directors and Senior Management — Our Master Services Agreement — Indemnification and Limitations on Liability,” “Item 6.C. Board Practices — Indemnification and Limitations on Liability,” “Item 7.B. Related Party Transactions — Indemnification Arrangement,” “Item 10.B. Memorandum and Articles of Association — Description of Our Units, Preferred Units and Our Limited Partnership Agreement — Indemnification; Limitations on Liability,” and “Item 10.B. Memorandum and Articles of Association — Description of the Holding LP’s Limited Partnership Agreement — Indemnification; Limitations on Liability” include disclosure relating to the indemnification of certain of the Registrant’s and Holding LP’s affiliates and the directors and officers of the General Partner and the Registrant’s service provider and are incorporated by reference herein.
Bermuda Holdco
The Companies Act 1981, as amended (the “Companies Act”) provides generally that a Bermuda exempted company may indemnify its directors, officers and auditors against any liability which by virtue of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to the company. The Companies Act further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they are acquitted or granted relief by the Supreme Court of Bermuda pursuant to section 281 of the Companies Act.
The bye-laws of Bermuda Holdco provide that every director and officer of Bermuda Holdco shall be indemnified and held harmless out of the assets of Bermuda Holdco against all liabilities, loss, damage or expense (including but not limited to liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs including defense costs incurred in defending any legal proceedings whether civil or criminal and expenses properly payable) incurred or suffered by such director or officer or by reason of any act done, conceived in or omitted in the conduct of Bermuda Holdco’s business or in the discharge of his or her duties. Such right to indemnification shall extend to any director or officer acting in any office or trust in the reasonable belief that he or she has been appointed or elected to such office or trust notwithstanding any defect in such appointment or election; provided always that such indemnity shall not extend to any matter which would render it void pursuant to the Companies Act.
The bye-laws of Bermuda Holdco further provide that no director or officer shall be liable to Bermuda Holdco for the acts, defaults or omissions of any other director or officer. Each shareholder and Bermuda Holdco shall waive any claim or right of action he, she or it may have, whether individually or by right of Bermuda Holdco, against any director or officer on account of any action taken by such director or officer or the failure of such director or officer to take action in the performance of his or her duties with or for Bermuda Holdco; provided, however, that such waiver shall not apply to any claims or rights of action arising out of the fraud of such director or officer or to recover any gain, personal profit or advantage to which such director or officer is not legally entitled. Pursuant to the bye-laws of Bermuda Holdco, Bermuda Holdco is permitted to pay the premiums for the purchase of insurance for any director or officer.
Alberta Finco
Alberta Finco is a corporation incorporated under the ABCA. Under the ABCA, a corporation may (except in respect of an action by or on behalf of the corporation to procure a judgment in its favor) indemnify a director or officer of the corporation, a former director or officer of the corporation or a person who acts or acted at the corporation’s request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and the director’s or officer’s heirs and legal representatives, against all costs,
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charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the director or officer in respect of any civil, criminal or administrative action or proceeding to which the director or officer is made a party by reason of being or having been a director or officer of that corporation, if the director or officer acted honestly and in good faith with a view to the best interests of the corporation, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer had reasonable grounds for believing that the director’s or officer’s conduct was lawful. Any such individual is entitled to indemnity from a corporation in respect of all costs, charges and expenses reasonably incurred by the person in connection with the defense of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or officer of the corporation or body corporate, if the person seeking indemnity was substantially successful on the merits in the person’s defense of the action or proceeding, fulfils the conditions set out above and is fairly and reasonably entitled to indemnity.
Subject to the ABCA, the by-laws of Alberta Finco provide that it shall indemnify a director or officer, a former director or officer or a person who acts or acted at Alberta Finco’s request as a director or officer of a body corporate of which Alberta Finco is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of Alberta Finco or such body corporate, if (a) he acted honestly and in good faith with a view to the best interests of Alberta Finco; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. Alberta Finco may also indemnify such person in such other circumstances as the ABCA or law permits.
Can Holdco and BIPC Holdings
Can Holdco and BIPC Holdings are both corporations incorporated under the Business Corporations Act (Ontario) (the “OBCA”). Under the OBCA, a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, if the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such individual had reasonable grounds for believing that the individual’s conduct was lawful. Any such individual is entitled to indemnification from a corporation as a matter of right in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity if the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and fulfilled the conditions set forth above.
Can Holdco
The by-laws of Can Holdco provide that Can Holdco shall indemnify a director or officer, a former director or officer or a person who acts or acted at Can Holdco’s request as a director or officer of a body corporate of which Can Holdco is or was a shareholder or creditor, and the heirs and legal representatives of such a person to the extent permitted by the OBCA.
Can Holdco may purchase and maintain insurance for the benefit of any person referred to in the preceding paragraph to the extent permitted by the OBCA.
BIPC Holdings
The by-laws of BIPC Holdings provide that BIPC Holdings shall indemnify a director or officer, a former director or officer or a person who acts or acted at BIPC Holdings’ request as a director or officer of a body
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corporate of which BIPC Holdings is or was a shareholder or creditor, and the heirs and legal representatives of such a person to the extent permitted by the OBCA.
BIPC Holdings may purchase and maintain insurance for the benefit of any person referred to in the preceding paragraph to the extent permitted by the OBCA.
BI LLC
Section 18-108 of the Delaware Limited Liability Company Act provides that, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against all claims and demands whatsoever.
The limited liability company agreement of BI LLC provides that the debts, obligations and liabilities of the BI LLC, whether arising in contract, tort or otherwise shall be solely the debt, obligations and liabilities of BI LLC and no director or officer shall be obligated personally for any such debt, obligation or liability of BI LLC solely by reason of acting in such capacity.
The limited liability company agreement of BI LLC further provides that BI LLC shall indemnify and hold harmless each director, officer, shareholder, manager, employee or agent of BI LLC (each an “Indemnified Person”) against any and all expenses, liabilities and losses (including reasonable attorney’s fees and expenses, judgements, fines, excise taxes or penalties) reasonably incurred or suffered by reason of the fact that such person is an Indemnified Person of BI LLC. No person will be indemnified for any expenses liabilities and losses suffered that are attributable to such person’s bad faith, intentional misconduct or knowing violation of law. Expenses including reasonable attorney’s fees and expenses incurred by any such Indemnified Person in defending a proceeding will be paid by the Company in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking on or behalf of such person to repay promptly such amount if it will ultimately be determined that such person is not entitled to be indemnified by BI LLC.
***
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrants pursuant to the foregoing provisions, the registrants have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
ITEM 9. EXHIBITS
The following exhibits are filed herewith or incorporated by reference herein:
| |
Exhibit
|
| |
Description
|
|
| |
1.1*
|
| | Form of Underwriting Agreement | |
| |
4.1(1)
|
| | | |
| |
4.2(2)
|
| | | |
| |
4.3(3)
|
| | | |
| |
4.4(4)
|
| | | |
| |
4.5(5)
|
| | | |
| |
4.6(6)
|
| | | |
| |
4.7(7)
|
| | |
II-3
| |
Exhibit
|
| |
Description
|
|
| |
4.8(8)
|
| |
Indenture dated May 24, 2021, by and among Brookfield Infrastructure Finance ULC as the issuer, Brookfield Infrastructure Partners L.P., as guarantor, the other guarantors party thereto, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company N.A., as U.S. trustee (the “Alberta Finco Indenture”).
|
|
| |
4.9(9)
|
| |
Indenture dated January 21, 2022, by and among BIP Bermuda Holdings I Limited, Brookfield Infrastructure Partners L.P., as guarantor, the other guarantors party thereto, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee (the “Bermuda Holdco Indenture”).
|
|
| |
4.10*
|
| | Form of Note for Debt Securities | |
| |
4.11*
|
| | Form of Preferred LP Unit Certificate | |
| |
5.1
|
| | | |
| |
5.2
|
| | | |
| |
22.1
|
| | | |
| |
23.1
|
| | | |
| |
23.2
|
| | | |
| |
23.3
|
| | | |
| |
23.4
|
| | | |
| |
24.1
|
| | | |
| |
25.1
|
| | | |
| |
25.2
|
| | | |
| |
107
|
| | |
*
To be filed by amendment or as an exhibit to a document to be incorporated by reference, if applicable.
(1)
Incorporated by reference to Exhibit 1.1 to the Partnership’s Registration Statement on Form 20-F filed July 31, 2007.
(2)
Incorporated by reference to Exhibit 99.1 to the Partnership’s Form 6-K filed February 16, 2018.
(3)
Incorporated by reference to Exhibit 99.1 to the Partnership’s Form 6-K filed September 12, 2018.
(4)
Incorporated by reference to Exhibit 99.1 to the Partnership’s Form 6-K filed February 27, 2020.
(5)
Incorporated by reference to Exhibit 3.1 to the Partnership’s Form 6-K filed September 21, 2020.
(6)
Incorporated by reference to Exhibit 3.1 to the Partnership’s Form 6-K filed January 21, 2021.
(7)
Incorporated by reference to Exhibit 4.1 to the Partnership’s Form 6-K filed May 28, 2021.
(8)
Incorporated by reference to Exhibit 4.1 to the Partnership’s Form 6-K filed May 24, 2021.
(9)
Incorporated by reference to Exhibit 4.1 to the Partnership’s Form 6 K filed January 21, 2022.
ITEM 10. UNDERTAKINGS
(a)
Each of the undersigned Registrants hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be
II-4
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
Provided, however, that:
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by each Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
To file a post-effective amendment to this Registration Statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrants include in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the Registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference herein.
(5)
That for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by each Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in this Registration Statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of this Registration Statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of this Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or
II-5
modify any statement that was made in the registration statement or prospectus that was part of this Registration Statement or made in any such document immediately prior to such effective date
(6)
That, for the purpose of determining liability of each Registrant under the Securities Act to any purchaser in the initial distribution of the securities: each undersigned Registrant undertakes that in a primary offering of securities of such undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, such undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of such undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned Registrant or used or referred to by such undersigned Registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about such undersigned Registrant or its securities provided by or on behalf of such undersigned Registrant; and
(iv)
Any other communication that is an offer in the offering made by such undersigned Registrant to the purchaser.
(7)
To file an application for the purpose of determining the eligibility of the Trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(b)
Each undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of a Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of any Registrant pursuant to the foregoing provisions, or otherwise, each Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, each Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-6
SIGNATURES OF BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
Pursuant to the requirements of the Securities Act of 1933, Brookfield Infrastructure Partners L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda, on April 5, 2024.
BROOKFIELD INFRASTRUCTURE PARTNERS
L.P., by its general partner, BROOKFIELD
INFRASTRUCTURE PARTNERS LIMITED
L.P., by its general partner, BROOKFIELD
INFRASTRUCTURE PARTNERS LIMITED
By:
/s/ Jane Sheere
Jane Sheere
Secretary
Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jane Sheere, Gregory Morrison, Gregory McConnie and James Bodi, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to sign any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitutes or substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 5, 2024.
| |
Signature
|
| |
Title
|
|
| |
/s/ Samuel Pollock
Samuel Pollock
|
| |
Chief Executive Officer of Brookfield
Infrastructure Group L.P., service provider of Brookfield Infrastructure Partners L.P. (Principal Executive Officer) |
|
| |
/s/ David Krant
David Krant
|
| |
Chief Financial Officer of Brookfield
Infrastructure Group L.P., service provider of Brookfield Infrastructure Partners L.P. (Principal Financial and Accounting Officer) |
|
| |
/s/ Anne Schaumburg
Anne Schaumburg
|
| |
Chair of the Board of Directors of
Brookfield Infrastructure Partners L.P. |
|
| |
/s/ Jeffrey Blidner
Jeffrey Blidner
|
| |
Director of
Brookfield Infrastructure Partners L.P. |
|
| |
/s/ William Cox
William Cox
|
| |
Director of
Brookfield Infrastructure Partners L.P. |
|
II-7
| |
Signature
|
| |
Title
|
|
| |
/s/ Roslyn Kelly
Roslyn Kelly
|
| |
Director of
Brookfield Infrastructure Partners L.P. |
|
| |
/s/ Daniel Muñiz Quintanilla
Daniel Muñiz Quintanilla
|
| |
Director of
Brookfield Infrastructure Partners L.P. |
|
| |
/s/ Suzanne Nimocks
Suzanne Nimocks
|
| |
Director of
Brookfield Infrastructure Partners L.P. |
|
| |
/s/ Rajeev Vasudeva
Rajeev Vasudeva
|
| |
Director of
Brookfield Infrastructure Partners L.P. |
|
II-8
SIGNATURES OF BROOKFIELD INFRASTRUCTURE FINANCE ULC
Pursuant to the requirements of the Securities Act of 1933, Brookfield Infrastructure Finance ULC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Canada, on April 5, 2024.
BROOKFIELD INFRASTRUCTURE FINANCE ULC
By:
/s/ David Krant
David Krant
Senior Vice President and
Chief Financial Officer
Senior Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jane Sheere, Gregory Morrison, Gregory McConnie and James Bodi, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to sign any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitutes or substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 5, 2024.
| |
Signature
|
| |
Title
|
|
| |
/s/ Samuel Pollock
Samuel Pollock
|
| |
Chief Executive Officer of
Brookfield Infrastructure Finance ULC (Principal Executive Officer) |
|
| |
/s/ David Krant
David Krant
|
| |
Senior Vice President and Chief Financial Officer of
Brookfield Infrastructure Finance ULC (Principal Financial and Accounting Officer) |
|
| |
/s/ Anne Schaumburg
Anne Schaumburg
|
| |
Director of
Brookfield Infrastructure Finance ULC |
|
| |
/s/ Jeffrey Blidner
Jeffrey Blidner
|
| |
Director of
Brookfield Infrastructure Finance ULC |
|
| |
/s/ Daniel Muñiz Quintanilla
Daniel Muñiz Quintanilla
|
| |
Director of
Brookfield Infrastructure Finance ULC |
|
II-9
SIGNATURES OF BIP BERMUDA HOLDINGS I LIMITED
Pursuant to the requirements of the Securities Act of 1933, BIP Bermuda Holdings I Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda, on April 5, 2024.
| | | | | BIP BERMUDA HOLDINGS I LIMITED | | |||
| | | | | By: | | |
/s/ Jane Sheere
Jane Sheere
Secretary |
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jane Sheere, Gregory Morrison, Gregory McConnie and James Bodi, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to sign any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitutes or substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 5, 2024.
| |
Signature
|
| |
Title
|
|
| |
/s/ Terry Gittens
Terry Gittens
|
| |
Vice President, as Chief Executive Officer and
Director of BIP Bermuda Holdings I Limited (Principal Executive Officer) |
|
| |
/s/ Michelle Jacobs
Michelle Jacobs
|
| |
Vice President, as Chief Financial Officer of
BIP Bermuda Holdings I Limited (Principal Financial and Accounting Officer) |
|
| |
/s/ Gregory Morrison
Gregory Morrison
|
| |
Director of
BIP Bermuda Holdings I Limited |
|
| |
/s/ James Bodi
James Bodi
|
| |
Director of
BIP Bermuda Holdings I Limited |
|
II-10
SIGNATURES OF BROOKFIELD INFRASTRUCTURE L.P.
Pursuant to the requirements of the Securities Act of 1933, Brookfield Infrastructure L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda, on April 5, 2024.
| | | | | BROOKFIELD INFRASTRUCTURE L.P., by its managing general partner, BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | | |||
| | | | | By: | | |
/s/ Jane Sheere
Jane Sheere
Secretary |
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jane Sheere, Gregory Morrison, Gregory McConnie and James Bodi, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to sign any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitutes or substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 5, 2024.
| |
Signature
|
| |
Title
|
|
| |
/s/ Samuel Pollock
Samuel Pollock
|
| |
Chief Executive Officer of
Brookfield Infrastructure Group L.P., service provider of Brookfield Infrastructure L.P. (Principal Executive Officer) |
|
| |
/s/ David Krant
David Krant
|
| |
Chief Financial Officer of
Brookfield Infrastructure Group L.P., service provider of Brookfield Infrastructure L.P. (Principal Financial and Accounting Officer) |
|
| |
/s/ Anne Schaumburg
Anne Schaumburg
|
| |
Director of
Brookfield Infrastructure Partners Limited |
|
| |
/s/ Jeffrey Blidner
Jeffrey Blidner
|
| |
Director of
Brookfield Infrastructure Partners Limited |
|
| |
/s/ William Cox
William Cox
|
| |
Director of
Brookfield Infrastructure Partners Limited |
|
II-11
| |
Signature
|
| |
Title
|
|
| |
/s/ Roslyn Kelly
Roslyn Kelly
|
| |
Director of
Brookfield Infrastructure Partners Limited |
|
| |
/s/ John Mullen
John Mullen
|
| |
Director of
Brookfield Infrastructure Partners Limited |
|
| |
/s/ Daniel Muñiz Quintanilla
Daniel Muñiz Quintanilla
|
| |
Director of
Brookfield Infrastructure Partners Limited |
|
| |
/s/ Rajeev Vasudeva
Rajeev Vasudeva
|
| |
Director of
Brookfield Infrastructure Partners Limited |
|
| |
/s/ Suzanne Nimocks
Suzanne Nimocks
|
| |
Director of
Brookfield Infrastructure Partners Limited |
|
II-12
SIGNATURES OF BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC.
Pursuant to the requirements of the Securities Act of 1933, Brookfield Infrastructure Holdings (Canada) Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Canada, on April 5, 2024.
| | | | | BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC. | | |||
| | | | | By: | | |
/s/ David Krant
David Krant
Senior Vice President and Chief Financial Officer |
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jane Sheere, Gregory Morrison, Gregory McConnie and James Bodi, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to sign any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitutes or substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 5, 2024.
| |
Signature
|
| |
Title
|
|
| |
/s/ Samuel Pollock
Samuel Pollock
|
| |
Chief Executive Officer of
Brookfield Infrastructure Holdings (Canada) Inc. (Principal Executive Officer) |
|
| |
/s/ David Krant
David Krant
|
| |
Senior Vice President and Chief Financial Officer of
Brookfield Infrastructure Holdings (Canada) Inc. (Principal Financial and Accounting Officer) |
|
| |
/s/ Gregory Morrison
Gregory Morrison
|
| |
Director of
Brookfield Infrastructure Holdings (Canada) Inc. |
|
| |
/s/ Tim Price
Tim Price
|
| |
Director of
Brookfield Infrastructure Holdings (Canada) Inc. |
|
| |
/s/ Hugh Aird
Hugh Aird
|
| |
Director of
Brookfield Infrastructure Holdings (Canada) Inc. |
|
II-13
SIGNATURES OF BROOKFIELD INFRASTRUCTURE LLC
Pursuant to the requirements of the Securities Act of 1933, Brookfield Infrastructure LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on April 5, 2024.
| | | | | BROOKFIELD INFRASTRUCTURE LLC | | |||
| | | | | By: | | |
/s/ Ralph Klatzkin
Ralph Klatzkin
Vice President |
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jane Sheere, Gregory Morrison, Gregory McConnie and James Bodi, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to sign any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitutes or substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 5, 2024.
| |
Signature
|
| |
Title
|
|
| |
/s/ Fred Day
Fred Day
|
| |
President, as Chief Executive Officer and
Manager of Brookfield Infrastructure LLC (Principal Executive Officer) |
|
| |
/s/ Ralph Klatzkin
Ralph Klatzkin
|
| |
Vice President, as Chief Financial Officer and
Manager of Brookfield Infrastructure LLC (Principal Financial and Accounting Officer) |
|
| |
/s/ Elisabeth Press
Elisabeth Press
|
| |
Senior Vice President and Manager
of Brookfield Infrastructure LLC |
|
II-14
SIGNATURES OF BIPC HOLDINGS INC.
Pursuant to the requirements of the Securities Act of 1933, BIPC Holdings Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Canada, on April 5, 2024.
| | | | | BIPC HOLDINGS INC. | | |||
| | | | | By: | | |
/s/ Aaron Kline
Aaron Kline
Director |
|
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jane Sheere, Gregory Morrison, Gregory McConnie and James Bodi, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to sign any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granted unto said attorney-in-fact and agents, full power and authority to do and to perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or any of them or their substitutes or substitutes, could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on April 5, 2024.
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Signature
|
| |
Title
|
| | ||
| |
/s/ Keir Hunt
Keir Hunt
|
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President, as Chief Executive Officer and
Director of BIPC Holdings Inc. (Principal Executive Officer) |
| | | |
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/s/ David Krant
David Krant
|
| |
Senior Vice President, as Chief Financial Officer
and Director of BIPC Holdings Inc. (Principal Financial and Accounting Officer) |
| | ||
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/s/ Aaron Kline
Aaron Kline
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Director of
BIPC Holdings Inc. |
| | ||
II-15
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, this Registration Statement has been signed below by the undersigned, solely in its capacity as the Registrants’ duly authorized representative in the United States, on April 5, 2024.
| | | | | BROOKFIELD INFRASTRUCTURE LLC | | |||
| | | | | By: | | |
/s/ Ralph Klatzkin
Ralph Klatzkin
Vice-President |
|
II-16
Exhibit 5.1
Bermuda Office
Appleby (Bermuda) Limited
Canon's Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX Bermuda
Tel +1 441 295 2244
Fax +1 441 292 8666
applebyglobal.com
| Brookfield Infrastructure Partners L.P. | Email clangley@applebyglobal.com |
| BIP Bermuda Holdings I Limited | |
| Brookfield Infrastructure L.P. | Direct Dial +1 441 298 3202 |
| 73 Front Street | |
| Hamilton Bermuda | |
| HM 11 | |
|
Appleby Ref 136873.0052/CL/MEB/AK | |
| By Email | |
| 5 April 2024 |
Ladies and Gentlemen
Brookfield Infrastructure Partners L.P. (BIP), acting by its general partner, Brookfield Infrastructure Partners Limited (BIPL), Brookfield Infrastructure L.P. (BILP), acting by its managing general partner, BIP, acting by its general partner, BIPL, and BIP Bermuda Holdings I Limited (Company) (collectively, Bermuda Entities)
We have acted as legal advisers as to matters of Bermuda law to the Bermuda Entities. We have been requested to render this opinion in connection with the filing by BIP of:
| 1. | an automatic shelf registration statement on Form F-3 dated as of 5 April 2024 (as may be amended, the Registration Statement) to provide for the registration under the U.S. Securities Act of 1933, as amended (Securities Act): (i) BIP’s limited partnership units (LP Units) and/or its preferred limited partnership units (Preferred LP Units, and together with the LP Units, Units); (ii) senior and unsubordinated debt securities (the Alberta Debt Securities) to be issued by Brookfield Infrastructure Finance ULC (Alberta Finco), a Canadian indirect consolidated subsidiary of BIP pursuant to the indenture, dated as of May 24, 2021 (the Alberta Finco Base Indenture), by and among Alberta Finco (as the issuer), BIP, the other applicable guarantors and trustees, and/or one or more indentures supplemental to the Alberta Finco Base Indenture entered into, by and among Alberta Finco (as the issuer), the Bermuda Entities, the other applicable guarantors and trustees; (iii) senior and unsubordinated debt securities (the Bermuda Debt Securities and collectively with the Alberta Debt Securities, the Debt Securities) to be issued by the Company pursuant to the indenture, dated as of January 21, 2022 by and among the Company (as the issuer), BIP, the other applicable guarantors and trustees (the Bermuda Holdco Base Indenture and together with the Alberta Finco Base Indenture, the Indentures) and/or one or more indentures supplemental to the Bermuda Holdco Base Indenture entered into, by and among Bermuda Holdco (as the issuer), BIP, the other applicable guarantors and trustees; (iv) full and unconditional guarantees of the Debt Securities by BIP (the BIP Guarantee); and (v) additional guarantees by certain other subsidiaries of BIP (together with the BIP Guarantee, the Guarantees, and collectively with the Units and Debt Securities, the Securities); |
Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. "Partner" is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.
Bermuda < British Virgin Islands < Cayman Islands < Guernsey < Hong Kong < Isle of Man < Jersey < London < Mauritius <Seychelles < Shanghai < Zurich
| 2. | the base prospectus, dated as of 5 April 2024, contained in the Registration Statement (as may be amended, the Prospectus); |
| 3. | any prospectus supplement (Prospectus Supplement) to the Prospectus used in connection with the offering of the Securities; and |
| 4. | any “free writing prospectus” (Free Writing Prospectus) within the meaning of Rule 405 under the Securities Act, |
with the Securities and Exchange Commission (SEC) pursuant to the Securities Act and the rules and regulations promulgated thereunder, relating to the Securities to be issued from time to time pursuant to Rule 415 under the Securities Act.
Note that BIPL acting as general partner of BIP, acting as managing general partner of BILP, may be referred to as the General Partner(s) and that BIP and BILP may be referred to as the Partnership(s) in this opinion. Note that the General Partners, the Partnerships and the Company may be referred to as the Bermuda Entities.
For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (Documents).
ASSUMPTIONS
In stating our opinion we have assumed:
| 1. | the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies; |
| 2. | the genuineness of all signatures on the Documents; |
| 3. | the authority, capacity and power of persons signing the Documents; |
| 4. | that any representation, warranty or statement of fact or law, other than the laws of Bermuda made in any of the Documents, is true, accurate and complete; |
Bermuda < British Virgin Islands < Cayman Islands < Guernsey < Hong Kong < Isle of Man < Jersey < London < Mauritius < Seychelles < Shanghai < Zurich
2
| 5. | that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have any implication in relation to the opinions expressed herein; |
| 6. | that where incomplete documents, drafts or signature pages only have been supplied to us for the purposes of issuing this opinion, the original documents have been or will be duly completed and correspond in all material respects with the last version of the relevant documents examined by us prior to giving our opinion; |
| 7. | that the Documents do not differ in any material respects from any forms or drafts of the same which we have examined and upon which this opinion is based; |
| 8. | that the Documents are in the form of the documents approved in the Resolutions; |
| 9. | that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would be contravened by any actions taken by the Bermuda Entities in connection with the Registration Statement, the Prospectus, the Securities or the Indentures, Prospectus Supplement or Free Writing Prospectus, or which would have any implication in relation to the opinion expressed herein and that, in so far as any obligation under, or action to be taken under, the Registration Statement, the Prospectus, the Securities or the Indentures, Prospectus Supplement or Free Writing Prospectus is required to be performed or taken in any jurisdiction outside Bermuda, the performance of such obligation or the taking of such action will constitute a valid and binding obligation of each of the parties thereto under the laws of that jurisdiction and will not be illegal by virtue of the laws of that jurisdiction; |
| 10. | the accuracy, completeness and currency of the records and filing systems maintained at the public offices where we have searched or enquired or have caused searches or enquiries to be conducted, that such search and enquiry did not fail to disclose any information which had been filed with or delivered to the relevant body but had not been processed at the time when the search was conducted and the enquiries were made, and that the information disclosed by the Company and Partnership Searches and the Litigation Search is accurate and complete in all respects and such information has not been materially altered since the date and time of the Company and Partnership Searches and the Litigation Search; |
| 11. | the terms and transactions contemplated by any Prospectus Supplement or the Indentures adopted would not be inconsistent with the Resolutions and the terms and transactions contemplated by the Prospectus and the Registration Statement; and |
| 12. | any amendment to the Registration Statement and the Prospectus is properly authorized by the applicable Bermuda Entities and the terms and transactions contemplated by any such amendment adopted would not be inconsistent with the Resolutions and the terms and transactions contemplated by the Prospectus and the Registration Statement as of the date hereof. |
Bermuda < British Virgin Islands < Cayman Islands < Guernsey < Hong Kong < Isle of Man < Jersey < London < Mauritius < Seychelles < Shanghai < Zurich
3
OPINION
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:
| 1. | Each Partnership is an exempted limited partnership established and existing under the laws of Bermuda. Each Partnership possesses the capacity to sue and be sued in its own name and is in good standing under the laws of Bermuda. All suits in respect of the business of each Partnership shall be prosecuted by and against its respective general partner. |
| 2. | Each of the General Partners and the Company is an exempted company limited by shares and duly incorporated in Bermuda under the Companies Act 1981, each possessing the capacity to sue and be sued in its own name, and is validly existing and in good standing under the laws of Bermuda. |
| 3. | When duly authorized, allotted, issued or sold and fully paid for pursuant to the terms of the applicable Resolutions and in accordance with the terms and conditions referred to or summarized in the Indentures and any Prospectus Supplement and/or Free Writing Prospectus and the applicable Constitutional Documents, when taken together with the Prospectus and the Registration Statement (including any documents incorporated by reference therein), the Units will be validly issued, fully paid and non-assessable units of BIP. |
| 4. | Each General Partner, acting on behalf of the applicable Partnership, and the Company, has all the requisite corporate power to enter into, execute, deliver and perform the obligations of each applicable Partnership, and the Company, respectively, under the Indentures, as applicable, and each has taken all actions as may be necessary to authorise the execution, delivery and performance of the Indentures. |
RESERVATIONS
We have the following reservations:
| 1. | In opinion paragraphs 1. and 2. above, the term "good standing" means only that the Bermuda Entities have each received a Certificate of Compliance from the Registrar of Companies in Hamilton Bermuda which confirms that they have neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax, which might make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda. |
Bermuda < British Virgin Islands < Cayman Islands < Guernsey < Hong Kong < Isle of Man < Jersey < London < Mauritius < Seychelles < Shanghai < Zurich
4
| 2. | We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof. |
| 3. | Where an obligation is to be performed in a jurisdiction other than Bermuda, the courts of Bermuda may refuse to enforce it to the extent that such performance would be illegal under the laws of, or contrary to public policy of such other jurisdiction. |
| 4. | Where a person is vested with a discretion or may determine a matter in his or its opinion, such discretion may have to be exercised reasonably or such an opinion may have to be based on reasonable grounds. |
| 5. | Any provision in the Indentures that certain calculations or certificates will be conclusive and binding will not be effective if such calculations or certificates are fraudulent or erroneous on their face and will not necessarily prevent juridical enquiries into the merits of any claim by an aggrieved party. |
| 6. | Any reference in this opinion to Units being "non-assessable" shall mean, in relation to fully-paid Units of BEP and subject to any contrary provision in any agreement in writing between BEP and a holder of Units, that: no holder shall be obliged to contribute further amounts to the capital of BEP, either in order to complete payment for their Units, to satisfy claims of creditors of BEP, or otherwise. |
| 7. | The Limited Partnership Act 1883 (the Act) provides that a limited partner shall be liable as a general partner if he takes part in the management of the partnership. |
| 8. | A limited partner is liable to a Partnership, or to its creditors, for any amount in respect of such limited partner’s contribution to such Partnership to the extent such contribution has not been contributed in full, or to the extent such contribution is either released or returned to the limited partner contrary to the restrictions on reductions of capital contained in the Act. |
| 9. | A limited partner is liable for damages on account of misrepresentation in respect of false statements contained in the certificate of limited partnership, any supplementary certificates or certificate of cancellation in respect of a Partnership, to the extent a limited partner signed such certificate, or caused another to sign it on his/her behalf, and knew such statement to be false at the time of signature. |
Bermuda < British Virgin Islands < Cayman Islands < Guernsey < Hong Kong < Isle of Man < Jersey < London < Mauritius < Seychelles < Shanghai < Zurich
5
| 10. | Every partner of a Partnership who is guilty of any fraud in the affairs of such Partnership shall be liable civilly to the party injured to the extent of his damage and shall be liable for penalties applicable to offences committed against the Act. |
| 11. | With respect to opinions 3 and 4, we have relied upon statements and representations made to us in the Officers’ Certificates provided to us by an authorised officer of each of the General Partners and the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Officers’ Certificates, and we qualify such opinions to the extent that the statements or representations made in the Officers’ Certificates are not accurate in any respect. |
| 12. | In order to issue this opinion we have carried out the Company and Partnership Searches as referred to in the Schedule and have not enquired as to whether there has been any change since the date of such searches. |
| 13. | In order to issue this opinion we have carried out the Litigation Search as referred to in the Schedule and have not enquired as to whether there has been any change since the date of such search. |
| 14. | Searches of the Register of Companies at the office of the Registrar of Companies and of the Supreme Court Causes Book at the Registry of the Supreme Court and of the Register of Mortgages maintained at the office of the Registry General are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal: |
| 14.1 | Details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar of Companies or the Registry of the Supreme Court or the Registry General would have or should have been disclosed on the public file, the Causes Book or the Judgment Book or the Register of Mortgages, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file, the Causes Book, Judgment Book or the Register of Mortgages; |
| 14.2 | Details of matters which should have been lodged for filing or registration at the Registrar of Companies, the Registry of the Supreme Court or the Registry General but have not been lodged for filing or registration at the date the search is concluded; |
| 14.3 | Whether an application to the Supreme Court for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Causes Book at the date and time the search is concluded; |
| 14.4 | Whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or |
| 15. | Whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the Register of Charges in accordance with the provisions of the Act. |
Bermuda < British Virgin Islands < Cayman Islands < Guernsey < Hong Kong < Isle of Man < Jersey < London < Mauritius < Seychelles < Shanghai < Zurich
6
DISCLOSURE
This opinion is addressed to you in connection with the registration of the Units with the SEC and is not to be used, quoted or relied upon for any other purpose. We consent to the filing of this opinion as an exhibit to the Registration Statement of BIP and further consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement.
This opinion is governed by and is to be construed in accordance with Bermuda law. Further, this opinion speaks as of its date and is strictly limited to the matters stated in it and we assume no obligation to review or update this opinion if applicable law or the existing acts or circumstances should change.
Yours faithfully
/s/ Appleby (Bermuda) Limited
Appleby (Bermuda) Limited
Bermuda < British Virgin Islands < Cayman Islands < Guernsey < Hong Kong < Isle of Man < Jersey < London < Mauritius < Seychelles < Shanghai < Zurich
7
SCHEDULE
| 1. | The electronic extracts provided to us in respect of each Bermuda Entity by the office of the Registrar of Companies and the Registrar General, as applicable, each dated 4 April 2024 in respect of the Bermuda Entities on their files maintained at office of the Registrar of Companies and the office of the Registrar General (collectively, the Company and Partnership Searches). |
| 2. | The entries and filings shown and available for inspection in respect of the Bermuda Entities in the Cause and Judgment Books of the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by searches conducted on 4 April 2024 (Litigation Search). |
| 3. | Certified copies of certificate of Registration of an Exempted and Limited Partnership dated effective 28 August 2007 and supplements thereto; the Amended and Restated Limited Partnership Agreement relating to BILP between BIP, Brookfield Infrastructure Special L.P., BIP REU Holdings (2015) LP, BIP REU Holdings (2016) LP and each person who is admitted to the partnership as a limited partner from time to time dated 16 February 2018, a First Amendment to the Amended and Restated Limited Partnership Agreement dated 12 September 2018, a Second Amendment to the Amended and Restated Limited Partnership Agreement dated 1 August 2019, a Third Amendment to the Amended and Restated Limited Partnership Agreement dated 27 February 2020, a Fourth Amendment to the Amended and Restated Limited Partnership Agreement dated 31 March 2020, a Fifth Amendment to the Amended and Restated Limited Partnership Agreement dated 21 September 2020, a Sixth Amendment to the Amended and Restated Limited Partnership Agreement dated 21 January 2021, a Seventh Amendment to the Amended and Restated Limited Partnership Agreement dated 24 May 2021, an Eighth Amendment to the Amended and Restated Limited Partnership Agreement dated 10 June 2022, and as may be further amended or supplemented from time to time (collectively, BILP Constitutional Documents). |
| 4. | Certified copies of the following documents in respect of BIP: Certificate of Registration for a Partnership to be Registered as an Exempted Partnership and Limited Partnership dated 13 June 2007, Certificate of Deposit of Supplementary Certificate (Change of Name) dated 10 July 2007, Certificate of Deposit of Supplementary Certificate (Change of Registered Office) dated 8 December 2011, Amended and Restated Limited Partnership Agreement dated 16 February 2018, First Amendment to the Amended and Restated Limited Partnership Agreement dated 12 September 2018, Second Amendment to the Amended and Restated Limited Partnership Agreement dated 27 February 2020, Third Amendment to the Amended and Restated Limited Partnership Agreement dated 21 September 2020, Fourth Amendment to the Amended and Restated Limited Partnership Agreement dated 21 January 2021 and Fifth Amendment to the Amended and Restated Limited Partnership Agreement dated 24 May 2021 (collectively, BIP Constitutional Documents, and together with the BILP Constitutional Documents, Partnership Constitutional Documents). |
Bermuda < British Virgin Islands < Cayman Islands < Guernsey < Hong Kong < Isle of Man < Jersey < London < Mauritius < Seychelles < Shanghai < Zurich
8
| 5. | Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws of BIPL and the Company (collectively with the Partnership Constitutional Documents, Constitutional Documents). |
| 6. | Copies of the minutes of a meeting of the board of directors of BIPL held on 31 January 2024 and the minutes of a meeting of the board of directors of the Company held on 5 April 2024 (Resolutions). |
| 7. | Certificates of Compliance each dated 5 April 2024 issued by the Registrar of Companies in respect of each Bermuda Entity. |
| 8. | Officer’s certificates each signed by an officer of BIPL and the Company dated 5 April 2024 (Officer’s Certificate). |
| 9. | The Registration Statement. |
| 10. | The Prospectus. |
| 11. | The Indentures. |
Bermuda < British Virgin Islands < Cayman Islands < Guernsey < Hong Kong < Isle of Man < Jersey < London < Mauritius < Seychelles < Shanghai < Zurich
9
Exhibit 5.2
 |
1114 Avenue of the Americas Tel 212.880.6000 Fax 212.682.0200
www.torys.com |
April 5, 2024
Brookfield Infrastructure Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Brookfield Infrastructure L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
BIP Bermuda Holdings I Limited
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Brookfield Infrastructure Finance ULC
4600-525 8th Avenue S.W.
Calgary, Alberta, Canada T2P 1G1
Brookfield Infrastructure Holdings (Canada) Inc.
Suite 300, 181 Bay Street
Toronto, Ontario, Canada M5J 2T3
Brookfield Infrastructure LLC
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York, United States 10281-1023
BIPC Holdings Inc.
Suite 300, 181 Bay Street
Toronto, Ontario, Canada M5J 2T3
RE Automatic Shelf Registration Statement on Form F-3ASR
Ladies and Gentlemen:
We have acted as special New York, Ontario and Alberta counsel for Brookfield Infrastructure Partners L.P., an exempted limited partnership organized under the laws of the Islands of Bermuda (“BIP”), BIP Bermuda Holdings I Limited, an exempted company under the laws of the Islands of Bermuda (“Bermuda Holdco”), Brookfield Infrastructure L.P., an exempted limited partnership organized under the laws of the Islands of Bermuda (“BILP”), Brookfield Infrastructure Finance ULC, an unlimited liability company organized under the laws of Alberta, Canada (“Alberta Finco”), Brookfield Infrastructure Holdings (Canada) Inc., a corporation organized under the laws of Ontario, Canada (“Can Holdco”), Brookfield Infrastructure LLC, a limited liability company organized under the laws of Delaware (“BI LLC”), and BIPC Holdings Inc., a corporation organized under the laws of Ontario, Canada (“BIPC Holdings”, and together with BIP, BILP, Bermuda Holdco (as applicable), Alberta Finco (as applicable), Can Holdco, and BI LLC, the “Guarantors”) in connection with the joint filing by BIP, BILP, Bermuda Holdco, Alberta Finco, Can Holdco, BI LLC, and BIPC Holdings of an automatic shelf registration statement on Form F-3ASR (the “Registration Statement”) with the U.S. Securities and Exchange Commission on the date hereof for the purpose of registering under the U.S. Securities Act of 1933, as amended (the “Securities Act”), among other securities, (a) debt securities to be issued by either Alberta Finco (the “Alberta Finco Debt Securities”) or Bermuda Holdco (the “Bermuda Holdco Debt Securities” and together with the Alberta Finco Debt Securities, the “Debt Securities”), in each case, fully and unconditionally guaranteed by BIP, and which may also be guaranteed by the other applicable Guarantors, to be issued (i) in the case of Alberta Finco Debt Securities, by Alberta Finco pursuant to the Indenture, dated as of May 24, 2021 (the “Alberta Finco Base Indenture”), by and among Alberta Finco as the issuer, BIP and the other guarantors party thereto, as guarantors, and Computershare Trust Company of Canada (the “Canadian Trustee”) and Computershare Trust Company N.A. (the “U.S. Trustee” and together with the Canadian Trustee, the “Trustees”), with the specific terms of each issuance of Alberta Finco Debt Securities to be set forth in one or more board resolutions, officer’s certificates, or supplemental indentures to the Alberta Finco Base Indenture (each, an “Alberta Finco Supplemental Indenture”, and together with the Alberta Finco Base Indenture, the “Alberta Finco Indenture”), and (ii) in the case of Bermuda Holdco Debt Securities, by Bermuda Holdco pursuant to the Indenture, dated as of January 21, 2022 (the “Bermuda Holdco Base Indenture”), by and among Bermuda Holdco, as the issuer, BIP and the other guarantors party thereto, as guarantors and the Trustees, with the specific terms of each issuance of Bermuda Holdco Debt Securities to be set forth in one or more board resolutions, officer’s certificates and/or supplemental indentures to the Bermuda Holdco Base Indenture (each, a “Bermuda Holdco Supplemental Indenture”, and together with the Bermuda Holdco Base Indenture, the “Bermuda Holdco Indenture”; each of the Alberta Finco Indenture and the Bermuda Holdco Indenture are referred to herein as an “Indenture” and together, the “Indentures”; each of the Bermuda Holdco Supplemental Indenture and the Alberta Finco Supplemental Indenture is referred to herein as a “Supplemental Indenture” and together, the “Supplemental Indentures”) and (b) guarantees of the Debt Securities by the applicable Guarantors as provided for in the Indentures (the “Guarantees”).
- 2 -
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and directors, as the case may be, and certificates of BIP, BILP, Bermuda Holdco, Alberta Finco, Can Holdco, BI LLC and BIPC Holdings, and officers of the general partner of BIP, that we reviewed were and are accurate, and (vi) all representations made by BIP, BILP, Bermuda Holdco, Alberta Finco, Can Holdco, BI LLC and BIPC Holdings as to matters of fact in the documents that we reviewed were and are accurate. We have also assumed that each of BIP, BILP and Bermuda Holdco is validly existing, has the requisite power to enter into the Indentures and any Supplemental Indenture and has duly authorized entering into the Indentures and any Supplemental Indenture under the laws of Bermuda.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming the Indentures and the relevant Supplemental Indentures have been duly authorized by the Trustees, that:
| 1. | When (i) the relevant Alberta Finco Supplemental Indenture has been executed and delivered by Alberta Finco, the applicable Guarantors and the Trustees; (ii) the specific terms of a particular series of Alberta Finco Debt Securities and the related Guarantees have been duly authorized and established in accordance with the Alberta Finco Base Indenture and the relevant Alberta Finco Supplemental Indenture; and (iii) such Alberta Finco Debt Securities and related Guarantees have been duly authorized, executed, authenticated, issued and delivered in accordance with the Alberta Finco Base Indenture, the applicable Alberta Finco Supplemental Indenture and the applicable underwriting or other agreement against payment therefor, the Alberta Finco Debt Securities will constitute valid and binding obligations of Alberta Finco, and the Guarantees thereof will constitute valid and binding obligations of the applicable Guarantors, enforceable in accordance with their terms. |
- 3 -
| 2. | When (i) the relevant Bermuda Holdco Supplemental Indenture has been executed and delivered by Bermuda Holdco, the applicable Guarantors and the Trustees; (ii) the specific terms of a particular series of Bermuda Holdco Debt Securities and the related Guarantees have been duly authorized and established in accordance with the Bermuda Holdco Base Indenture and the relevant Bermuda Holdco Supplemental Indenture; and (iii) such Bermuda Holdco Debt Securities and related Guarantees have been duly authorized, executed, authenticated, issued and delivered in accordance with the Bermuda Holdco Base Indenture, the applicable Bermuda Holdco Supplemental Indenture and the applicable underwriting or other agreement against payment therefor, the Bermuda Holdco Debt Securities will constitute valid and binding obligations of Bermuda Holdco, and the Guarantees thereof will constitute valid and binding obligations of the applicable Guarantors, enforceable in accordance with their terms. |
Our opinions expressed above are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law or (y) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
In connection with the opinion expressed above, we have assumed that: (i) the effectiveness of the Registration Statement under the Securities Act shall not have been terminated or rescinded and (ii) an appropriate prospectus supplement with respect to the applicable Debt Securities and/or the Guarantees will have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder.
Further, we have assumed that at or prior to the time of the delivery of any Debt Securities and/or the related Guarantees, (i) all corporate or other action required to be taken to duly authorize each proposed issuance of the Debt Securities and any related documentation shall have been duly completed by Alberta Finco or Bermuda Holdco, as applicable (each, an “Issuer” and together the “Issuers”) and the applicable Guarantors, and shall remain in full force and effect; (ii) each Indenture (including the relevant Supplemental Indenture) and each series of Debt Securities and related Guarantees are valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Issuers and the Guarantors); and (iii) there shall not have occurred any change in law affecting the validity or enforceability of the Indentures, the Supplemental Indentures, the Debt Securities and the Guarantees. We have also assumed that the execution, delivery and performance by the Issuers and the applicable Guarantors of any Debt Securities or Guarantees, as applicable, whose terms are established subsequent to the date hereof (a) require no action by or in respect of, or filing with, any governmental body, agency or official and (b) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the applicable Issuer and Guarantors.
We are qualified to practice law in the Province of Alberta, the Province of Ontario and the State of New York, and we do not express any opinion with respect to the laws of any jurisdiction other than (a) the laws of the Province of Alberta, (b) the laws of the Province of Ontario, (c) the laws of the State of New York and (d) the Delaware Limited Liability Company Act. Notwithstanding the foregoing and our opinion above, we express no opinion with respect to the compliance or non-compliance with applicable privacy laws in connection with the Indentures or the issuance and sale of any Debt Securities or Guarantees.
- 4 -
All opinions expressed in this letter concerning the laws of the Province of Ontario have been given by members of the Law Society of Ontario. For purposes of the above-mentioned opinions concerning the laws of the Province of Alberta, such opinions have been given by members of The Law Society of Alberta. For purposes of the above-mentioned opinions concerning the laws of the State of New York and the Delaware Limited Liability Company Act, such opinions have been given by members of the New York State Bar.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Torys LLP
Exhibit 22.1
Debt Securities of Brookfield Infrastructure Finance ULC
Issuer:
Brookfield Infrastructure Finance ULC
Guarantors:
Brookfield Infrastructure Partners L.P.
Brookfield Infrastructure L.P.
BIP Bermuda Holdings I Limited
Brookfield Infrastructure Holdings (Canada) Inc.
Brookfield Infrastructure LLC
BIPC Holdings Inc.
Debt Securities of BIP Bermuda Holdings I Limited
Issuer:
BIP Bermuda Holdings I Limited
Guarantors:
Brookfield Infrastructure Partners L.P.
Brookfield Infrastructure L.P.
Brookfield Infrastructure Finance ULC
Brookfield Infrastructure Holdings (Canada) Inc.
Brookfield Infrastructure LLC
BIPC Holdings Inc.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our reports dated March 18, 2024 relating to the financial statements of Brookfield Infrastructure Partners L.P. (the “Partnership”) and the effectiveness of the Partnership’s internal control over financial reporting, appearing in the Annual Report on Form 20-F of the Partnership for the fiscal year ended December 31, 2023. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Canada
April 5, 2024
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 14, 2023, with respect to the consolidated financial statements of Triton International Limited, and the effectiveness of internal control over financial reporting, incorporated herein by reference on Form F-3ASR, filed by Brookfield Infrastructure Partners L.P., and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
New York, New York
April 5, 2024
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) [___]
Computershare Trust Company, National Association
(Exact name of trustee as specified in its charter)
| National Banking Association (Jurisdiction of incorporation of organization if not a U.S. national bank) |
04-3401714 (I.R.S. Employer Identification Number) |
| 150 Royall Street, Canton, MA (Address of principal executive offices) |
02021 (Zip Code) |
Brookfield Infrastructure Finance ULC**
(Exact name of registrant as specified in its charter)
| Alberta, Canada | 98-1231205 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
|
181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 416-363-9491 |
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 | |
| (Address and Telephone Number of Registrant’s Principal Executive Offices) |
(Name, Address and Telephone Number of Agent for Service) |
Brookfield Infrastructure Partners L.P.**
(Exact name of registrant as specified in its charter)
| Bermuda | Not applicable | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
|
73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3304 |
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 | |
| (Address and Telephone Number of Registrant’s Principal Executive Offices) |
(Name, Address and Telephone Number of Agent for Service) |
** See Table of Additional Obligors below.
TABLE OF ADDITIONAL OBLIGORS
|
Exact Name of Co- |
State or Other Jurisdiction of
|
IRS Employer ID Number
|
Address and Telephone Number of Principal Executive Offices |
Name, Address and Telephone Number of Agent for Service |
| Brookfield Infrastructure L.P. | Bermuda | 98-0550560 |
73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3304
|
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
|
| BIP Bermuda Holdings I Limited | Bermuda | 98-0564348 |
73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3304
|
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
|
| Brookfield Infrastructure Holdings (Canada) Inc. | Ontario | 98-0619542 |
181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3 416-363-9491
|
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
|
| Brookfield Infrastructure US Holdings I Corporation | Delaware | 46-3961625 |
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
|
N/A |
| BIPC Holdings Inc. | Ontario | N/A |
181 Bay Street, Suite 300, Toronto, Ontario, Canada M5J 2T3 416-363-9491
|
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
|
Debt Securities
(Title of the indenture securities)
| Item 1. | General Information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
340 Madison Avenue, 4th Floor
New York, NY 10017-2613
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
| Item 2. | Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation. |
None.
| Item 16. | List of exhibits. List below all exhibits filed as a part of this statement of eligibility. |
1. A copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-20089).
2. A copy of the certificate of authority of the trustee to commence business. (See Exhibit 2 to Form T-1 filed with Registration Statement No. 333-200089).
3. A copy of the authorization of the trustee to exercise corporate trust powers (See exhibits 1 and 2).
4. A copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-200089).
6. The consent of the Trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, and State of Ohio, on the 5th day of April, 2024.
| COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION | ||
| By: | /s/ Jerry Urbanek | |
|
Jerry Urbanek Trust Officer | ||
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.
| COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION |
||
| By: | /s/Jerry Urbanek | |
|
Jerry Urbanek Trust Officer |
||
Cleveland, Ohio
April 5, 2024
EXHIBIT 7
Consolidated Report of Condition of
Computershare TRUST COMPANY, NATIONAL ASSOCIATION
150 Royall Street, Canton, MA 02021
at the close of business December 31, 2023.
| ASSETS | Dollar Amounts In Thousands | |||
| Cash and balances due from depository institutions: | ||||
| Noninterest-bearing balances and currency and coin | 2,219 | |||
| Interest-bearing balances | 559,064 | |||
| Securities: | ||||
| Held-to-maturity securities | -0- | |||
| Available-for-sale securities | -0- | |||
| Federal funds sold and securities purchased under agreements to resell: | ||||
| Federal funds sold in domestic offices | -0- | |||
| Securities purchased under agreements to resell | -0- | |||
| Loans and lease financing receivables: | ||||
| Loans and leases held for sale | -0- | |||
| Loans and leases, net of unearned income | -0- | |||
| LESS: Allowance for loan and lease losses | -0- | |||
| Loans and leases, net of unearned income and allowance | -0- | |||
| Trading assets | -0- | |||
| Premises and fixed assets (including capitalized leases) | 9,275 | |||
| Other real estate owned | -0- | |||
| Investments in unconsolidated subsidiaries and associated companies | -0- | |||
| Direct and indirect investments in real estate ventures | -0- | |||
| Intangible assets: | ||||
| Goodwill | 621,405 | |||
| Other intangible assets | -0- | |||
| Other assets | 125,357 | |||
| Total assets | 1,317,320 | |||
| LIABILITIES | ||||
| Deposits: | ||||
| In domestic offices | -0- | |||
| Noninterest-bearing | -0- | |||
| Interest-bearing | -0- | |||
| Federal funds purchased and securities sold under agreements to repurchase: | ||||
| Federal funds purchased in domestic offices | -0- | |||
| Securities sold under agreements to repurchase | -0- | |||
| Trading liabilities | -0- | |||
| Other borrowed money: | ||||
| (includes mortgage indebtedness and obligations under capitalized leases) | -0- | |||
| Not applicable | ||||
| Not applicable | ||||
| Subordinated notes and debentures | -0- | |||
| Other liabilities | 241,258 | |||
| Total liabilities | 241,258 | |||
| EQUITY CAPITAL | ||||
| Perpetual preferred stock and related surplus | 0 | |||
| Common stock | 500 | |||
| Surplus (exclude all surplus related to preferred stock) | 850,876 | |||
| Retained earnings | 224,686 | |||
| Accumulated other comprehensive income | -0- | |||
| Other equity capital components | -0- | |||
| Total bank equity capital | 1,076,062 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries | -0- | |||
| Total equity capital | 1,076,062 | |||
| Total liabilities and equity capital | 1,317,320 | |||
I, Robert G. Marshall, Assistant Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
| /s/Robert G. Marshall | |
| Robert G. Marshall | |
| Assistant Controller |
Exhibit 25.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) [___]
Computershare Trust Company, National Association
(Exact name of trustee as specified in its charter)
| National Banking Association (Jurisdiction of incorporation of organization if not a U.S. national bank) |
04-3401714 (I.R.S. Employer Identification Number) |
| 150 Royall Street, Canton, MA (Address of principal executive offices) |
02021 (Zip Code) |
BIP Bermuda Holdings I Limited**
(Exact name of registrant as specified in its charter)
| Bermuda | 98-0564348 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
|
73 Front Street, 5th Floor Hamilton, HM 12 Bermuda +1 (441) 294-3304 |
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 | |
| (Address and Telephone Number of Registrant’s Principal Executive Offices) |
(Name, Address and Telephone Number of Agent for Service) |
Brookfield Infrastructure Partners L.P.**
(Exact name of registrant as specified in its charter)
| Bermuda | Not applicable | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
|
73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3304 |
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 | |
| (Address and Telephone Number of Registrant’s Principal Executive Offices) |
(Name, Address and Telephone Number of Agent for Service) |
** See Table of Additional Obligors below.
TABLE OF ADDITIONAL OBLIGORS
|
Exact Name of Co- |
State or Other Jurisdiction of
|
IRS Employer ID Number
|
Address and Telephone Number of Principal Executive Offices |
Name, Address and Telephone Number of Agent for Service |
| Brookfield Infrastructure L.P. | Bermuda | 98-0550560 |
73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3304
|
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
|
| Brookfield Infrastructure Finance ULC | Alberta | 98-1231205 |
181 Bay Street, Suite 300 Brookfield Place Toronto, Ontario, Canada M5J 2T3 |
Brookfield Infrastructure US Holdings I Corporation 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 |
| Brookfield Infrastructure Holdings (Canada) Inc. | Ontario | 98-0619542 |
Suite 300, 181 Bay Street Toronto, Ontario, Canada M5J 2T3 416-363-9491
|
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
|
| Brookfield Infrastructure US Holdings I Corporation | Delaware | 46-3961625 |
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
|
N/A |
| BIPC Holdings Inc. | Ontario | N/A |
Suite 300, 181 Bay Street Toronto, Ontario, Canada M5J 2T3 416-363-9491
|
Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
|
Debt Securities
(Title of the indenture securities)
| Item 1. | General Information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
340 Madison Avenue, 4th Floor
New York, NY 10017-2613
| (b) | Whether it is authorized to exercise corporate trust powers. |
The trustee is authorized to exercise corporate trust powers.
| Item 2. | Affiliations with the obligor. If the obligor is an affiliate of the trustee, describe such affiliation. |
None.
| Item 16. | List of exhibits. List below all exhibits filed as a part of this statement of eligibility. |
1. A copy of the articles of association of the trustee. (See Exhibit 1 to Form T-1 filed with Registration Statement No. 333-20089).
2. A copy of the certificate of authority of the trustee to commence business. (See Exhibit 2 to Form T-1 filed with Registration Statement No. 333-200089).
3. A copy of the authorization of the trustee to exercise corporate trust powers (See exhibits 1 and 2).
4. A copy of the existing bylaws of the trustee, as now in effect. (See Exhibit 4 to Form T-1 filed with Registration Statement No. 333-200089).
6. The consent of the Trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, Computershare Trust Company, National Association, a national banking association, organized and existing under the laws of the United States, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Cleveland, and State of Ohio, on the 5th day of April, 2024.
| COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION | ||
| By: | /s/ Jerry Urbanek | |
|
Jerry Urbanek Trust Officer | ||
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of debt securities, Computershare Trust Company, National Association hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.
| COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION |
||
| By: | /s/ Jerry Urbanek | |
|
Jerry Urbanek Trust Officer |
||
Cleveland, Ohio
April 5, 2024
EXHIBIT 7
Consolidated Report of Condition of
Computershare TRUST COMPANY, NATIONAL ASSOCIATION
150 Royall Street, Canton, MA 02021
at the close of business December 31, 2023.
| ASSETS | Dollar Amounts In Thousands | |||
| Cash and balances due from depository institutions: | ||||
| Noninterest-bearing balances and currency and coin | 2,219 | |||
| Interest-bearing balances | 559,064 | |||
| Securities: | ||||
| Held-to-maturity securities | -0- | |||
| Available-for-sale securities | -0- | |||
| Federal funds sold and securities purchased under agreements to resell: | ||||
| Federal funds sold in domestic offices | -0- | |||
| Securities purchased under agreements to resell | -0- | |||
| Loans and lease financing receivables: | ||||
| Loans and leases held for sale | -0- | |||
| Loans and leases, net of unearned income | -0- | |||
| LESS: Allowance for loan and lease losses | -0- | |||
| Loans and leases, net of unearned income and allowance | -0- | |||
| Trading assets | -0- | |||
| Premises and fixed assets (including capitalized leases) | 9,275 | |||
| Other real estate owned | -0- | |||
| Investments in unconsolidated subsidiaries and associated companies | -0- | |||
| Direct and indirect investments in real estate ventures | -0- | |||
| Intangible assets: | ||||
| Goodwill | 621,405 | |||
| Other intangible assets | -0- | |||
| Other assets | 125,357 | |||
| Total assets | 1,317,320 | |||
| LIABILITIES | ||||
| Deposits: | ||||
| In domestic offices | -0- | |||
| Noninterest-bearing | -0- | |||
| Interest-bearing | -0- | |||
| Federal funds purchased and securities sold under agreements to repurchase: | ||||
| Federal funds purchased in domestic offices | -0- | |||
| Securities sold under agreements to repurchase | -0- | |||
| Trading liabilities | -0- | |||
| Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) | -0- | |||
| Not applicable | ||||
| Not applicable | ||||
| Subordinated notes and debentures | -0- | |||
| Other liabilities | 241,258 | |||
| Total liabilities | 241,258 | |||
| EQUITY CAPITAL | ||||
| Perpetual preferred stock and related surplus | 0 | |||
| Common stock | 500 | |||
| Surplus (exclude all surplus related to preferred stock) | 850,876 | |||
| Retained earnings | 224,686 | |||
| Accumulated other comprehensive income | -0- | |||
| Other equity capital components | -0- | |||
| Total bank equity capital | 1,076,062 | |||
| Noncontrolling (minority) interests in consolidated subsidiaries | -0- | |||
| Total equity capital | 1,076,062 | |||
| Total liabilities and equity capital | 1,317,320 | |||
I, Robert G. Marshall, Assistant Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
| /s/ Robert G. Marshall | |
| Robert G. Marshall | |
| Assistant Controller |