Brookfield Infrastructure Partners L.P F-3ASR, filed Jan 11, 2022

Brookfield Infrastructure Partners L.P. (BIP)

F-3ASR 2022-01-11

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	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) 294-3309			Brookfield Infrastructure US Holdings I Corporation 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)


Title of each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Aggregate Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Limited Partnership Units of Brookfield Infrastructure Partners L.P.		(2)		(2)		(2)		(3)
Preferred Limited Partnership Units of Brookfield Infrastructure Partners L.P.		(2)		(2)		(2)		(3)
Debt Securities of Brookfield Infrastructure Finance ULC		(2)		(2)		(2)		(3)
Debt Securities of BIP Bermuda Holdings I Limited		(2)		(2)		(2)		(3)
Guarantees of Debt Securities		(2)		(2)		(2)		(1)

	ABOUT THIS PROSPECTUS					ii
	CAUTION REGARDING FORWARD-LOOKING STATEMENTS					iv
	WHERE YOU CAN FIND MORE INFORMATION					vi
	DOCUMENTS INCORPORATED BY REFERENCE					vii
	SUMMARY					1
	THE OFFER AND EXPECTED TIMETABLE					1
	BROOKFIELD INFRASTRUCTURE PARTNERS L.P.					1
	THE ISSUERS AND THE OTHER GUARANTORS					1
	RISK FACTORS					3
	SUPPLEMENTAL FINANCIAL INFORMATION					3
	REASON FOR THE OFFER AND USE OF PROCEEDS					4
	DESCRIPTION OF LIMITED PARTNERSHIP UNITS					4
	DESCRIPTION OF PREFERRED LIMITED PARTNERSHIP UNITS					5
	DESCRIPTION OF DEBT SECURITIES AND GUARANTEES					5
	PLAN OF DISTRIBUTION					14
	SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES					14
	LEGAL MATTERS					15
	EXPERTS					15
	EXPENSES					16

(in millions of US dollars)	Year Ended December 31, 2020
(in millions of US dollars)	Issuers and Guarantors total			Revenues from/ expenses paid to non-Issuer/ non-Guarantor subsidiaries			Revenues from/ expenses paid to other related parties			Revenues from/ expenses paid to other
Statement of Income Data
Revenues(1)		$	—		$	—		$	—		$	—
Gross profit			—			—			—			—
Other income(2)			1,660			1,660			—			—
Net income			839			1,229			(242)			(148)

(in millions of US dollars)	Nine Months Ended September 30, 2021
(in millions of US dollars)	Issuer and Guarantors total			Revenues from/ expenses paid to non-Guarantor subsidiaries			Revenues from/ expenses paid to other related parties			Revenues from/ expenses paid to other
Statement of Income Data
Revenues(1)		$	—		$	—		$	—		$	—
Gross profit			—			—			—			—
Other income(2)			1,380			1,380			—			—
Net income			936			1,257			(221)			(100)

Balance Sheet Data	As of December 31, 2020
Balance Sheet Data	Issuers and Guarantors total			Amounts due from/payable to non-Issuer/ non-Guarantor subsidiaries			Amounts due from/payable to other related parties			Amounts due from/payable to other
Current assets		$	176		$	170		$	—		$	6
Total assets(1)			1,806			1,787			—			19
Current liabilities			2,081			1,422			634			25
Total liabilities			9,307			5,642			654			3,011

Balance Sheet Data	As of September 30, 2021
Balance Sheet Data	Issuers and Guarantors total			Amounts due from/payable to non-Issuer/ non-Guarantor subsidiaries			Amounts due from/payable to other related parties			Amounts due from/payable to other
Current assets		$	230		$	123		$	—		$	107
Total assets(1)			1,199			1,091			—			108
Current liabilities			3,140			2,220			97			823
Total liabilities			8,881			5,653			117			3,111

SEC registration fee	$	*
Blue sky fees and expenses		**
NYSE listing fees		**
Trustee and transfer agent fees		**
Printing and engraving costs		**
Legal fees and expenses		**
Accounting fees and expenses		**
Miscellaneous		**
Total	$	**

Exhibit			Description
1.1*			Form of Underwriting Agreement.
3.1(1)			Certificate of Registration of Brookfield Infrastructure Partners L.P., registered as of May 29, 2007.
3.2(2)			Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated February 16, 2018.
3.3(3)			First Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated September 12, 2018.
3.4(4)			Second Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated February 27, 2020.
3.5(5)			Third Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated September 21, 2020.
3.6(6)			Fourth Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated January 21, 2021.
3.7*			Amendment to Limited Partnership Agreement (as it may be required for the issuance of Preferred LP Units).
4.1(7)			Indenture dated May 24, 2021, by and among Brookfield Infrastructure Finance ULC as the issuer, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and BIPC Holdings Inc., each as guarantor, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company N.A., as U.S. trustee (the “Alberta Finco Indenture”).
4.2			Form of Trust Indenture among BIP Bermuda Holdings I Limited, as the issuer, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and BIPC Holdings Inc., each as a guarantor, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee (the “Bermuda Holdco Indenture”).
4.3*			Form of Note for Debt Securities.
4.4*			Form of Preferred LP Unit Certificate.
5.1			Opinion of Appleby (Bermuda) Limited.
5.2			Opinion of Torys LLP.
22.1			List of Subsidiary Guarantors and Subsidiary Issuers of Guaranteed Securities.
23.1			Consent of Deloitte LLP.
23.2			Consent of Ernst & Young LLP
23.3			Consent of Appleby (Bermuda) Limited (included in the opinion filed as Exhibit 5.1).
23.4			Consent of Torys LLP (included in the opinion filed as Exhibit 5.2).
24.1			Power of Attorney (included in the signature pages).
25.1			Statement of Eligibility on Form T-1 of Computershare Trust Company, N.A. with respect to the Alberta Finco Indenture.
25.2			Statement of Eligibility on Form T-1 of Computershare Trust Company, N.A. with respect to the Bermuda Holdco Indenture.

	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/ Jeffrey Blidner Jeffrey Blidner			Director of Brookfield Infrastructure Partners Limited
	/s/ William Cox William Cox			Director of Brookfield Infrastructure Partners Limited
	/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/ Anne Schaumburg Anne Schaumburg			Director of Brookfield Infrastructure Partners Limited
	/s/ Rajeev Vasudeva Rajeev Vasudeva			Director of Brookfield Infrastructure Partners Limited

	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

	Signature			Title
	/s/ John Stinebaugh John Stinebaugh			President, as Chief Executive Officer of Brookfield Infrastructure US Holdings I Corporation (Principal Executive Officer)
	/s/ Ralph Klatzkin Ralph Klatzkin			Vice President, as Chief Financial Officer of Brookfield Infrastructure US Holdings I Corporation (Principal Financial and Accounting Officer)
	/s/ Gregory Morrison Gregory Morrison			Director of Brookfield Infrastructure US Holdings I Corporation
	/s/ Edward Kress Edward Kress			Director of Brookfield Infrastructure US Holdings I Corporation
	/s/ C. Kris Kirkpatrick C. Kris Kirkpatrick			Director of Brookfield Infrastructure US Holdings I Corporation

	Signature			Title
	/s/ Keir Hunt Keir Hunt			President, as Chief Executive Officer and Director of BIPC Holdings Inc. (Principal Executive Officer)
	/s/ David Krant David Krant			Senior Vice President, as Chief Financial Officer and Director of BIPC Holdings Inc. (Principal Financial and Accounting Officer)
	/s/ Aaron Kline Aaron Kline			Director of BIPC Holdings Inc.

Trust Indenture
Act Section		Indenture Section

§310(a)		7.12
(b)		7.11
§311		7.16
§312		8.1
§313		8.2
§314(a)		8.3; 11.6
(c)(1) and (2)		1.2
(e)		1.2
§315(a)		7.5
(b)		7.4
(c) and (d)		7.5
(e)		6.14
§316(a)(last sentence)		1.1 (Definition of
		“Outstanding”
(a)(1)(A)		6.12
(a)(1)(B)		6.13
(b)		6.8
(c)		1.4
§317(a)		6.4
(b)		11.3
§318		1.7

1.1	Definitions	2
1.2	Compliance Certificates and Opinions	10
1.3	Form of Documents Delivered to Trustees	10
1.4	Acts of Holders; Record Dates	11
1.5	Notices, Etc., to Trustees, Issuer and the Guarantors	13
1.6	Notice to Holders; Waiver	13
1.7	Trust Indenture Laws Control	14
1.8	Access to the Securityholder Lists	14
1.9	Effect of Headings and Table of Contents	15
1.10	Successors and Assigns	15
1.11	Separability Clause	15
1.12	Benefits of Indenture	15
1.13	Governing Law	15
1.14	Legal Holidays	15
1.15	Counterparts	16
1.16	Agent for Service; Submission to Jurisdiction; Waiver of Immunities; Waiver of Jury Trial	16
1.17	Currency Equivalent	17
1.18	Language Clause	17
1.19	Unitholders, Shareholders, Officers, Trustees and Others Exempt from Individual Liability	17
1.20	Securities in a Foreign Country	18

Article 2 SECURITY FORMS					18

	2.1	Forms Generally	18
	2.2	Form of Trustees’ Certificate of Authentication	19

Article 3 THE SECURITIES			19

	3.1	Amount Unlimited; Issuable in Series	19
	3.2	Denominations	22
	3.3	Execution, Authentication, Delivery and Dating	22
	3.4	Temporary Securities	23
	3.5	Registration, Registration of Transfer and Exchange	24
	3.6	Mutilated, Destroyed, Lost and Stolen Securities	26
	3.7	Payment of Interest; Interest Rights Preserved	26
	3.8	Persons Deemed Owners	28
	3.9	Cancellation	28
	3.10	Computation of Interest	28
	3.11	Affiliate Purchase in Lieu of Redemption or Repayment on Maturity	29


4.1	Satisfaction and Discharge of Indenture	29
4.2	Application of Trust Money	30

5.1	Guarantee	30
5.2	Demand	31
5.3	Trustee Statement	31
5.4	Liability of Guarantors Absolute	31
5.5	Dealings by the Trustees	33
5.6	Release of Subsidiary Guarantors	33
5.7	Contribution	33

6.1	Events of Default	34
6.2	Acceleration of Maturity; Rescission and Annulment	35
6.3	Collection of Indebtedness and Suits for Enforcement by the U.S. Trustee	36
6.4	Trustees May File Proofs of Claim	37
6.5	U.S. Trustee May Enforce Claims Without Possession of Securities	37
6.6	Application of Money Collected	37
6.7	Limitation on Suits	38
6.8	Unconditional Right of Holders to Receive Principal, Premium and Interest	38
6.9	Restoration of Rights and Remedies	38
6.10	Rights and Remedies Cumulative	39
6.11	Delay or Omission Not Waiver	39
6.12	Control by Holders	39
6.13	Waiver of Past Defaults	39
6.14	Undertaking for Costs	40
6.15	Waiver of Usury, Stay or Extension Laws	40

7.1	Certain Duties and Responsibilities	40
7.2	Compliance With Anti-Money Laundering, FATCA and Suppression of Terrorism Legislation	42
7.3	Compliance with Privacy Laws	42
7.4	Notice of Defaults	43
7.5	Certain Rights of the Trustees	43
7.6	Indemnification of the Trustees	44
7.7	Not Responsible for Recitals or Issuance of Securities	45
7.8	May Hold Securities	45
7.9	Money Held in Trust	45
7.10	Compensation and Reimbursement	45

7.11	Conflicting Interests	46
7.12	Required Trustee Eligibility	46
7.13	Resignation and Removal; Appointment of Successor	47
7.14	Acceptance of Appointment by Successor	49
7.15	Merger, Conversion, Consolidation or Succession to Business	50
7.16	Certain Trustee Restrictions	50
7.17	Appointment of Authenticating Agent	50
7.18	Force Majeure	52
7.19	Calculations	52

8.1	Preservation of Information; Communications to Holders	52
8.2	Reports by the Trustees	53
8.3	Reports by Issuer	53

	9.1		Issuer and Partnership May Consolidate, Etc. Only on Certain Terms		53
	9.2		Successor Substituted		54

10.1	Supplemental Indentures Without Consent of Holders	54
10.2	Supplemental Indentures With Consent of Holders	56
10.3	Execution of Supplemental Indentures	57
10.4	Effect of Supplemental Indentures	57
10.5	Conformity with Trust Indenture Laws	57
10.6	Reference in Securities to Supplemental Indentures	57

11.1	Payment of Principal, Premium and Interest	58
11.2	Maintenance of Office or Agency	58
11.3	Money for Securities Payments to Be Held in Trust	58
11.4	Statements by Officers	59
11.5	Existence	60
11.6	Waiver of Certain Covenants	60

12.1	Applicability of Article	60
12.2	Election to Redeem; Notice to the Trustees	60
12.3	Selection by Trustees of Securities to Be Redeemed	61
12.4	Notice of Redemption	61
12.5	Deposit of Redemption Price	62
12.6	Securities Payable on Redemption Date	62

13.1	Applicability of Article	63
13.2	Satisfaction of Sinking Fund Payments with Securities	63
13.3	Redemption of Securities for Sinking Fund	64

14.1	Issuer’s Option to Effect Defeasance or Covenant Defeasance	64
14.2	Defeasance and Discharge	64
14.3	Covenant Defeasance	65
14.4	Conditions to Defeasance or Covenant Defeasance	65
14.5	Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions	67
14.6	Reinstatement	68

15.1	Call, Notice and Place of Meetings	68
15.2	Persons Entitled to Vote at Meetings	69
15.3	Quorum; Action	69
15.4	Determination of Voting Rights; Conduct and Adjournment of Meetings	70
15.5	Counting Votes and Recording Action of Meetings	71
15.6	Instruments in Writing	71

	,
	As [Trustee] [Authenticating Agent]

	Authorized Officer

	Dated:                                                                                                                               ”

	BIP BERMUDA HOLDINGS I LIMITED

	By:	/s/ [●]
		Name: [●] Title: [●]

	BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

	By:	/s/ [●]
		Name: [●] Title: [●]

	BROOKFIELD INFRASTRUCTURE L.P., by its managing general partner, BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

	By:	/s/ [●]
		Name: [●] Title: [●]

	BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC.

	By:	/s/ [●]
		Name: [●] Title: [●]

	BROOKFIELD INFRASTRUCTURE US HOLDINGS I CORPORATION

	By:	/s/ [●]
		Name: [●] Title: [●]

	COMPUTERSHARE TRUST COMPANY, N.A., as U.S. Trustee

	By:	/s/ [●]
		Name: [●] Title: [●]