Brookfield Infrastructure Corp 6-K, filed Nov 17, 2021
Brookfield Infrastructure Corp (BIPC)
About this 6-K
Brookfield Infrastructure Corp filed this 6-K on November 17, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2021
| Commission File Number: 001-39250 | Commission File Number: 001-33632 | |
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BROOKFIELD INFRASTRUCTURE CORPORATION (Exact name of Registrant as specified in its charter)
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BROOKFIELD INFRASTRUCTURE PARTNERS L.P. (Exact name of Registrant as specified in its charter)
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250 Vesey Street, 15th Floor New York, NY 10281 United States (Address of principal executive office) |
73 Front Street, Fifth Floor Hamilton, HM 12 United States (Address of principal executive office) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Exhibits 5.1 and 5.2 included in this Form 6-K are incorporated by reference into the registrants’ joint registration statement on Form F-3 (File Nos. 333-255051 and 333-255051-01).
EXHIBIT INDEX
The following documents, which are attached as exhibits hereto, are incorporated by reference herein:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BROOKFIELD INFRASTRUCTURE PARTNERS L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | |||
| Date: November 17, 2021 | By: |
/s/ Jane Sheere | |
| Name: | Jane Sheere | ||
| Title: | Secretary | ||
| BROOKFIELD INFRASTRUCTURE CORPORATION | |||
| Date: November 17, 2021 | By: |
/s/ Michael Ryan | |
| Name: | Michael Ryan | ||
| Title: | Corporate Secretary | ||
Exhibit 5.1
November 17, 2021
Brookfield Infrastructure Corporation
250 Vesey Street, 15th Floor
New York, New York 10281
Ladies and Gentlemen:
We have acted as legal counsel to Brookfield Infrastructure Corporation, a corporation organized under the laws of British Columbia (the “Company”), in connection with the sale and offering (the “Offering”) by the Company of 2,140,000 class A subordinate voting shares (the “Exchangeable Shares”) in accordance with an underwriting agreement dated November 11, 2021 among the Company, Brookfield Infrastructure Partners L.P. (the “Partnership”) and RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., National Bank Financial Inc. and Wells Fargo Securities Canada, Ltd., Citigroup Global Markets Canada Inc., Deutsche Bank Securities Inc., HSBC Securities (Canada) Inc., Merrill Lynch Canada Inc., TD Securities Inc., Barclays Capital Canada Inc., Credit Suisse Securities (Canada), Inc., J.P. Morgan Securities Canada, Inc., Sera Global Securities Canada LP, Desjardins Securities Inc., iA Private Wealth Inc., Manulife Securities Incorporated and Raymond James Ltd. (the “Underwriting Agreement”). The terms of the Offering and the issue of the Exchangeable Shares are detailed in the Prospectus constituting part of the Registration Statement (as defined below).
We have not participated in the preparation of the following in connection with the Offering but have reviewed the same in delivering our opinion set forth herein:
| (a) | the joint registration statement on Form F-3 (Nos. 333-255051 and 333-255051-01) (as amended or supplemented, the “Registration Statement”), filed by the Company and the Partnership with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”), relating to, among other matters, the registration of the Exchangeable Shares under the Act; and |
| (b) | the prospectus supplement, dated November 11, 2021, to the base prospectus contained in the Registration Statement (the “Prospectus”). |
For the purposes of this opinion, we have examined and relied upon, amongst other things, the following:
| 1. | the Company’s Notice of Articles and the Company’s Articles, each as amended to date; |
| 2. | resolutions of the Board of Directors of the Company dated November 10, 2021 that relate, among other things, to the Registration Statement, the Prospectus and the actions to be taken in connection with the Offering; |
McMillan LLP | Royal Centre, 1055 W. Georgia St., Suite 1500, Vancouver, BC, Canada V6E 4N7 | t 604.689.9111 | f 604.685.7084
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Vancouver | Calgary | Toronto | Ottawa | Montréal | Hong Kong | mcmillan.ca
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| 3. | the Registration Statement; |
| 4. | the Prospectus; |
| 5. | the Underwriting Agreement; and |
| 6. | such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. |
In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.
Based upon the foregoing, we are of the opinion that the Exchangeable Shares have been duly authorized for issuance by all necessary corporate action by the Company, and the Exchangeable Shares, when issued and delivered against payment therefor as contemplated in the Registration Statement, the Prospectus and the Underwriting Agreement, will be validly issued, fully paid and non-assessable shares in the capital of the Company.
We are qualified to practice law in the Province of British Columbia and we do not purport to be experts on the law of any other jurisdiction other than the Province of British Columbia and the federal laws of Canada applicable therein. We do not express any opinion herein concerning any law other than the laws of the Province of British Columbia and the federal laws of Canada applicable therein. We express no opinion and make no representation with respect to the law of any other jurisdiction. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that we are an “expert” within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.
| Very truly yours, | |
| /s/ McMillan LLP |
Exhibit 5.2
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| Brookfield Infrastructure Partners L.P. | Email clangley@applebyglobal.com |
| 73 Front Street, 5th Floor | |
| Hamilton HM |
Direct Dial +1 441 295 3202 |
| 12 Bermuda | Tel +1 441 295 2244 |
| Fax +1 441 292 8666 | |
| Appleby Ref 136873.0036 | |
| 17 November 2021 |
| Dear Sirs |
Brookfield Infrastructure Partners L.P.
We have acted as legal advisers as to matters of Bermuda law to Brookfield Infrastructure Partners L.P., an exempted limited partnership organized under the laws of the Islands of Bermuda (Partnership). We have been requested to render this opinion in connection with the joint filing by the Partnership and Brookfield Infrastructure Corporation (BIPC) of a prospectus supplement dated 11 November 2021 (Prospectus Supplement) to a shelf registration statement on Form F-3 (Reg. Nos. 333-255051 and 333-255051-01) (the Registration Statement) with the Securities and Exchange Commission (SEC) pursuant to the Securities Act of 1933, as amended (Securities Act), and the rules and regulations promulgated thereunder, relating to the registration under the Securities Act of: (i) 2,140,000 class A subordinate voting shares (Class A Shares) of BIPC to be issued by BIPC; and (ii) 2,140,000 limited partnership units (Units) of the Partnership to be issued by the Partnership or delivered by Brookfield Asset Management Inc. (BAM) or BIPC from time to time, in each case, in connection with the exchange, redemption or acquisition, as applicable, from time to time of Class A Shares issued by BIPC.
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, notarized 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; |
| 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 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 Partnership in connection with the Registration Statement 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 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; |
| 7. | 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; and |
| 8. | any amendment to the Registration Statement and the Prospectus Supplement is properly authorized by the Partnership 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 Supplement and the Registration Statement as of the date hereof. |
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. | The Partnership is an exempted limited partnership established and existing under the laws of Bermuda. The Partnership possesses the capacity to sue and be sued and is in good standing under the laws of Bermuda. All suits in respect of the Partnership shall be prosecuted against Brookfield Infrastructure Partners Limited (BIPL), in its capacity as general partner of the Partnership. |
| 2. | The issue of the Units by the Partnership upon the exchange, redemption or acquisition, as applicable, of Class A Shares has been duly authorized by all necessary action on the part of the Partnership and when allotted, issued and fully paid for pursuant to the terms of the Resolutions and in accordance with the terms and conditions referred to or summarized in the Prospectus Supplement and the Registration Statement (including any documents incorporated by reference therein) and the Constitutional Documents (defined below), the Units to be issued by the Partnership upon such exchange, redemption or acquisition will be validly issued, fully paid and non-assessable Units of the Partnership. |
| 3. | The issue of Units upon the redemption of Redemption-Exchange Units of Brookfield Infrastructure L.P. has been duly authorized by all necessary action on the part of the Partnership and when allotted, issued and fully paid for pursuant to the terms of the Resolutions and in accordance with the terms and conditions referred to or summarized in the Prospectus Supplement and the Registration Statement (including any documents incorporated by reference therein) and the Constitutional Documents, the Units to be issued by the Partnership upon such redemption and delivered by BAM upon exchange of Class A Shares will be validly issued, fully paid and non-assessable Units of the Partnership. |
Reservations
We have the following reservations:
| 1. | 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. |
| 2. | 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. |
| 3. | Any reference in this opinion to units being “non-assessable” shall mean, in relation to fully-paid units of the Partnership and subject to any contrary provision in any agreement in writing between the Partnership and the holder of units, that: no holder shall be obliged to contribute further amounts to the capital of the Partnership, either in order to complete payment for their units, to satisfy claims of creditors of the Partnership, or otherwise. |
| 4. | Searches of the Register of Companies at the office of the Registrar of Companies are not conclusive and it should be noted that the Register of Companies and the Supreme Court Causes Book do not reveal: |
| (i) | 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 would have or should have been disclosed on the public file, the Causes Book or the Judgment Book, 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 or Judgment Book; |
| (ii) | details of matters which should have been lodged for filing or registration at the Registrar of Companies or the Registry of the Supreme Court but have not been lodged for filing or registration at the date the search is concluded; |
| (iii) | 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; |
| (iv) | whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or |
| (v) | 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 Companies Act 1981. |
| 5. | The Limited Partnership Act 1883 (Act) provides that a limited partner shall be liable as a general partner if he takes part in the management of the partnership. |
| 6. | A limited partner is liable to the Partnership, or to its creditors, for any amount in respect of such limited partner’s contribution to the 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. |
| 7. | 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 the 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. |
| 8. | Every partner of the Partnership who is guilty of any fraud in the affairs of the 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 in contravention of the Act. |
| 9. | In opinion paragraph 1, the term ‘good standing’ means only that the Partnership has received a Certificate of Compliance from the Registrar of Companies in Hamilton, Bermuda which confirms that it has neither failed to make any filing with any Bermuda governmental authority nor to pay any Bermuda government fee or tax. |
| 10. | With respect to opinions 2 and 3, we have relied upon statements and representations made to us in the Officer’s Certificate provided to us by an authorised officer of BIPL for the purposes of this opinion. We have made no independent verification of the matters referred to in the Officer’s Certificate, and we qualify such opinion to the extent that the statements or representations made in the Officer’s Certificate are not accurate in any respect. |
Disclosure
This opinion is addressed to you in connection with the registration of the Units with the SEC and is not to be made available to, or relied on by any other person or entity (other than the Unitholders as referenced in the Registration Statement), or for any other purpose, nor quoted or referred to in any public document nor filed with any governmental agency or person (other than the SEC in connection with the Registration Statement), without our prior written consent except as may be required by law or regulatory authority. We consent to the filing of this opinion as an exhibit to the Partnership’s Report of Foreign Issuer on Form 6-K being filed on or about the date hereof and incorporated by reference into the Registration Statement and further consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement and Prospectus Supplement.
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
SCHEDULE
| 1. | The respective electronic extracts provided to us by the office of the Registrar of Companies each dated 16 November 2021 in respect of BIPL and the Partnership on their files maintained at office of the Registrar of Companies (collectively, the Company and Partnership Searches). |
| 2. | The entries and filings shown in respect of BIPL and the Partnership in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by searches conducted on 16 November 2021 (Litigation Search). |
| 3. | Certified copies of the following documents in respect of the Partnership: 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, Partnership Constitutional Documents). |
| 4. | Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws of BIPL (GP Constitutional Documents, together with the Partnership Constitutional Documents, Constitutional Documents). |
| 5. | Copies of the minutes of a meeting of the board of Directors of BIPL held on 10 November 2021 (Resolutions). |
| 6. | Certificates of Compliance each dated 16 November 2021 issued by the Registrar of Companies in respect of BIPL and the Partnership. |
| 7. | An officer’s certificate signed by an officer of BIPL, it is capacity as general partner of the Partnership (Officer’s Certificate). |
| 8. | The Registration Statement and the Prospectus Supplement. |