Brookfield Infrastructure Completes Unit Split and Creation of Brookfield Infrastructure Corporation
March 31 2020 - 7:01AM
Brookfield Infrastructure Partners L.P. (“Brookfield
Infrastructure” or “BIP”) (NYSE: BIP; TSX: BIP.UN) and Brookfield
Infrastructure Corporation (“BIPC”) (NYSE, TSX: BIPC) today jointly
announced that Brookfield Infrastructure has completed the
previously announced creation of BIPC. From an economic and
accounting perspective, the transaction was analogous to a unit
split as the transaction did not result in any underlying change to
aggregate cash flows or net asset value except for the adjustment
for the number of units/shares outstanding.
“We are excited to be launching this new
offering to investors, providing an alternative way to access our
globally diversified portfolio of high-quality infrastructure
assets,” said Sam Pollock, Chief Executive Officer of Brookfield
Infrastructure. “We see many potential benefits in establishing
BIPC, including expanding our investor base, broader index
inclusion and tax advantages for some investors.”
Each unitholder of record on March 20, 2020
received one (1) class A exchangeable subordinate voting share (the
“Share”) of BIPC for every nine (9) BIP units held, or
approximately 0.11 Shares for each BIP unit. BIP unitholders now
own approximately 32,800,000 Shares, or 70.4% of BIPC’s issued and
outstanding Shares, with Brookfield Asset Management Inc. and its
affiliates holding 29.6% of the remaining Shares. The Shares have
commenced regular-way trading on the Toronto Stock Exchange and the
New York Stock Exchange under the symbol “BIPC”.
For beneficial unitholders who hold their BIP
units in an account with a broker or other intermediary, their
account will be automatically updated to reflect the receipt of the
Shares.
BIP unitholders will receive a cash payment in
lieu of any fractional interests in the Shares. Brookfield
Infrastructure will use the volume-weighted average trading price
of the Shares for the five trading days immediately following the
special distribution (March 31 through April 6) to determine the
value of the Shares for the purpose of calculating the cash payable
in lieu of any fractional interests.
As contemplated in BIPC’s final prospectuses
filed with the U.S. Securities and Exchange Commission and the
Ontario Securities Commission and dated March 12, 2020, BIPC’s
board of directors is comprised of the following eight members:
Anne Schaumburg (Chair), Jeffrey Blidner, William J. Cox, John
Fees, Roslyn Kelly, Daniel Muniz Quintanilla, Derek Pannell and
Rajeev Vasudeva. In connection with the completion of the special
distribution, John Fees stepped down from the board of directors of
BIP’s general partner so that he could serve on the board of
directors of BIPC as its initial non-overlapping director to assist
BIPC with, among other things, resolving any conflicts of interest
that may arise from BIPC’s relationship with Brookfield
Infrastructure. For biographical information about BIPC’s
directors, please refer to the section entitled “Governance”
beginning on page 113 of the final U.S. prospectus and page 111 of
the final Canadian prospectus.
Additional Information
Shareholders are encouraged to read the investor
materials regarding BIPC which are available on BIPC’s website.
Questions regarding the special distribution can be directed to
bip.enquiries@brookfield.com. Further details regarding the
operations of BIPC are set forth in its regulatory filings. Copies
of BIPC’s regulatory filings may be obtained through the website of
the SEC at www.sec.gov and on BIPC’s SEDAR profile at
www.sedar.com.
Brookfield Infrastructure is a
leading global infrastructure company that owns and operates
high-quality, long-life assets in the utilities, transport, energy
and data infrastructure sectors across North and South America,
Asia Pacific and Europe. We are focused on assets that generate
stable cash flows and require minimal maintenance capital
expenditures. Investors can access its portfolio either through
Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN),
the Bermuda-based Limited Partnership, or Brookfield Infrastructure
Corporation (NYSE, TSX: BIPC), the Canadian Corporation. Further
information is available at www.brookfield.com/infrastructure.
Brookfield Infrastructure is the flagship listed
infrastructure company of Brookfield Asset Management, a global
alternative asset manager with over $540 billion of assets under
management. For more information, go to www.brookfield.com.
For more information, please contact:
Media:Claire Holland Senior Vice President,
Communications Tel: (416) 369-8236 Email:
claire.holland@brookfield.com |
Investors:Melissa LowSenior Vice President,
Investor Relations Tel: (416) 956-5239 Email:
melissa.low@brookfield.com |
Note: This news release contains forward-looking
statements and information within the meaning of applicable
securities laws. The words “will” and “potential” or derivations
thereof and other expressions which are predictions of or indicate
future events, trends or prospects, and which do not relate to
historical matters, identify forward-looking statements.
Forward-looking statements in this news release include statements
regarding anticipated benefits associated with BIPC such as BIPC’s
ability to attract new investors, BIPC’s eligibility for index
inclusion and tax advantages relating to BIPC. Although Brookfield
Infrastructure believes that these forward-looking statements and
information are based upon reasonable assumptions and expectations,
the reader should not place undue reliance on them, or any other
forward-looking statements or information in this news release. The
future performance and prospects of Brookfield Infrastructure and
BIPC are subject to a number of known and unknown risks and
uncertainties. Factors that could cause actual results of BIPC or
Brookfield Infrastructure to differ materially from those
contemplated or implied by the statements in this news release
include the fact that there can be no assurance that BIPC will be
included in any indices, as well as other risks and factors
described in the documents filed by Brookfield Infrastructure with
securities regulators in Canada and the United States including
under “Risk Factors” in Brookfield Infrastructure’s most recent
Annual Report on Form 20-F and other risks and factors that are
described therein and that are described in the U.S. registration
statement and Canadian prospectus filed in connection with the
distribution of the Shares. Except as required by law, Brookfield
Infrastructure undertakes no obligation to publicly update or
revise any forward-looking statements or information, whether as a
result of new information, future events or otherwise.
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