CUSIP No. G16252 10 1
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SCHEDULE 13D
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Explanatory Note
This Amendment No. 5 (this
Amendment No. 5
) to Schedule 13D is being filed to reflect the termination on September 1, 2016 of the Subscription Agreement entered into on August 17, 2015 by Brookfield and the Partnership (as amended and restated, the
Subscription Agreement
) that had provided for acquisition by Brookfield of up to 5,787,037 RPUs of Brookfield Infrastructure L.P. (
Holding LP
), which are exchangeable for limited partnership units of the Partnership (the
Units
) under certain circumstances. No RPUs were issued to Brookfield in connection with the Subscription Agreement, and accordingly this Amendment No. 5 reflects a corresponding reduction in Brookfields beneficial ownership of Units.
This Amendment No. 5 also reflects certain internal reorganizations effectuated by the reporting persons, as well as the acquisition of 117,500 Units by BAM Infrastructure Group L.P., a wholly-owned subsidiary of Brookfield, in open market transactions in the second half of 2015.
Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 5.
Item 2.
Identity and Background
Item 2 of Schedule 13D is hereby amended and supplemented as follows:
Schedules I, II and III hereto set forth a list of all the directors and executive officers (the
Scheduled Persons
), and their respective principal occupations, addresses, and citizenships, of each of Brookfield, PVI Management Inc., as general partner of Partners Value Investments LP (
Value Investments
), and Partners Limited (
Partners
), respectively.
Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of Schedule 13D is hereby supplemented as follows:
The Subscription Agreement had provided for the purchase by Brookfield of up to 5,787,037 RPUs of Holding LP, which are exchangeable for Units under certain circumstances. No such RPUs were issued under the Subscription Agreement and the Subscription Agreement was terminated on September 1, 2016.
Item 4.
Purpose of Transaction
Item 4 of Schedule 13D is hereby supplemented as follows:
The Subscription Agreement provided for the purchase by Brookfield of up to 5,787,037 RPUs of Holding LP, which are exchangeable for Units under certain circumstances, for the purpose of increasing its investment in the Partnership. However, Brookfield did not acquire any such RPUs because the transactions contemplated by the Subscription Agreement did not take place, and the Subscription Agreement was terminated on September 1, 2016, resulting in a corresponding reduction in Brookfield beneficial ownership of Units.
Item 5.
Interest in Securities of the Issuer
Items 5(a)(b) of Schedule 13D are hereby amended as follows:
(a)-(b)
As of the date hereof, Value Investments may be deemed to be the beneficial owner of 2,218,649 Units, and such Units constitute approximately 1.0% of the issued and outstanding Units based on the number of Units outstanding as of June 30, 2016. Assuming that all of the redeemable partnership units of Holding LP were exchanged for Units pursuant to the redemption-exchange mechanism, as of the date hereof, Brookfield may be deemed to be the beneficial owner of 67,007,696 Units and Partners may be deemed to be the beneficial owner of 69,251,746 Units, and such Units would constitute approximately 29.2% and 30.2%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of June 30, 2016. The Units deemed to be beneficially owned by Partners include 25,401 Units owned by Partners and the Units deemed to be beneficially owned by each of Brookfield and Value Investments. Brookfield may hold the Units directly or in one or more wholly-owned subsidiaries. Partners may be
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