CUSIP No. G16252 10 1
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SCHEDULE 13D
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1
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Names of Reporting Persons
BROOKFIELD ASSET MANAGEMENT INC.
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
Joint Filing
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3
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SEC Use Only
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4
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Source of Funds (See Instructions)
OO
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5
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)
o
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6
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Citizenship or Place of Organization
ONTARIO
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole Voting Power
0 LIMITED PARTNERSHIP UNITS
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8
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Shared Voting Power
108,651,637 LIMITED PARTNERSHIP UNITS
1
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9
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Sole Dispositive Power
0 LIMITED PARTNERSHIP UNITS
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10
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Shared Dispositive Power
108,651,637 LIMITED PARTNERSHIP UNITS
1
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11
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Aggregate Amount Beneficially Owned by Each Reporting Person
108,651,637 LIMITED PARTNERSHIP UNITS
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12
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13
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Percent of Class Represented by Amount in Row (11)
29.6% OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS
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14
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Type of Reporting Person (See Instructions)
CO
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This amount includes 73,395 limited partnership units (
Units
) of Brookfield Infrastructure Partners L.P. (the
Partnership
) owned by BIG Holdings L.P. and 176,250 Units owned by BAM Infrastructure Group L.P., each a wholly-owned subsidiary of Brookfield Asset Management Inc. (
Brookfield
). This amount also includes 100,262,992 redeemable partnership units of Brookfield Infrastructure L.P. (
RPUs
) owned by BIP REU Holdings (2015) L.P., a wholly-owned subsidiary of Brookfield, and 8,139,000 RPUs owned by BIP REU Holdings (2016) L.P., a wholly-owned subsidiary of Brookfield.
All amounts reflect a 3-for-2 split of the Units and RPUs completed on September 14, 2016.
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CUSIP No. G16252 10 1
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SCHEDULE 13D
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Explanatory Note
This Amendment No. 6 (this
Amendment No. 6
) to Schedule 13D is being filed to reflect the closing on December 2, 2016 of the previously announced equity offering of the Partnership, which included a concurrent private placement (the
Private Placement
) to Brookfield of 8,139,000 RPUs of Brookfield Infrastructure L.P. (
Holding LP
), which are exchangeable for limited partnership units of the Partnership (the
Units
) under certain circumstances. The additional RPUs were issued to a newly-formed entity, BIP REU Holdings (2016) L.P., a wholly-owned subsidiary of Brookfield.
All amounts in this Amendment No. 6 reflect a 3-for-2 split of the Units and RPUs completed on September 14, 2016.
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. 6.
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:
In connection with the Private Placement, Brookfield and the Partnership entered into a subscription agreement, dated as of November 29, 2016 (the
Subscription Agreement
), which provided for the purchase by Brookfield of 8,139,000 RPUs, deliverable at closing on or about December 2, 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 8,139,000 RPUs for the purpose of increasing its investment in the Partnership.
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 3,327,972 Units, and such Units constitute approximately 0.9% of the issued and outstanding Units based on the number of Units outstanding as of September 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 108,651,637 Units and Partners may be deemed to be the beneficial owner of 112,017,711 Units, and such Units would constitute approximately 29.6% and 30.5%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of September 30, 2016. The Units deemed to be beneficially owned by Partners include 38,102 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 deemed to have shared power (with each of Brookfield and Value Investments) to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units other than 38,102 Units with respect to which it has sole voting and investment power.
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