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CUSIP No. G16252101
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SCHEDULE 13D
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Explanatory Note
This Amendment No. 10 (this Amendment No. 10) to Schedule 13D is being filed by Brookfield Asset
Management Inc. (Brookfield), Partners Limited (Partners), and Partners Value Investments LP (Value Investments), by its general partner, PVI Management Inc. (Value Investments, collectively
with Brookfield and Partners, the Reporting Persons) to reflect the closing on July 29, 2020 of the previously announced secondary equity offering in Canada (the Canadian Offering) of class A exchangeable
subordinate voting shares, no par value (exchangeable shares) of Brookfield Infrastructure Corporation (BIPC) by BIPC Holding LP (BIPC Holding), a wholly-owned subsidiary of Brookfield.
Information and defined terms reported in the original Schedule 13D, as amended through Amendment No. 9 thereto (the Schedule
13D), remain in effect except to the extent that it is amended or superseded by information or defined terms contained in this Amendment No. 10.
Item 2. Identity and Background
Item 2 of the 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. and Partners, respectively.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby supplemented as follows:
In connection with the Canadian Offering, on July 22, 2020, BIPC Holding and the Issuer entered into an Underwriting Agreement (the
Underwriting Agreement) with BIPC and the underwriters party thereto (the Underwriters), pursuant to which BIPC Holding agreed to sell 4,418,000 exchangeable shares to the Underwriters for an aggregate gross
purchase price of CAD$275,020,500, or CAD$62.25 per exchangeable share. In addition, BIPC Holding granted the Underwriters an option to purchase an additional 662,700 exchangeable shares (the Option Shares) at the same price as
the sales made in the Canadian Offering. The Underwriters exercised the option to purchase the Option Shares in full on July 23, 2020. The Canadian Offering closed on July 29, 2020.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is incorporated herein by reference as Exhibit 12.
Item 4. Purpose of Transaction.
Item 4 of the original Schedule 13D is hereby supplemented as follows:
The information set forth in Item 3 of Amendment No. 10 is hereby incorporated by reference.
Item 5. Interest in Securities of the Issuer
Items 5(a)(b) of the Schedule 13D are hereby amended as follows:
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(a)(b)
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Assuming that all of the exchangeable shares of BIPC held by Value Investments were exchanged for Units, as of
the date hereof, Value Investments may be deemed to be the beneficial owner of 848,873 Units, for which Value Investments has sole voting and dispositive power through its 100% owned subsidiary, Partners Value Investments Inc., and such Units
constitute approximately 0.3% of the issued and outstanding Units based on the number of Units outstanding as of July 17, 2020. Assuming that all of the redeemable partnership units of Holding LP were exchanged for Units pursuant to the
redemption-exchange mechanism and all exchangeable shares of BIPC held by the Reporting Persons were exchanged for Units, as of the date hereof, Brookfield may be deemed to be the beneficial owner of 130,877,830 Units and Partners may be deemed to
be the beneficial owner of 131,769,038 Units, and such Units would constitute approximately 30.7% and 30.9%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of July 17, 2020. The Units deemed to be
beneficially owned by Partners include 42,335 Units and exchangeable shares 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 42,335 Units and
exchangeable shares with respect to which it has sole voting and investment power.
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Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the original Schedule 13D is hereby amended and
supplemented as follows:
The information set forth in Item 3 of this Amendment No. 10 is hereby incorporated by reference.
As of July 17, 2020, Brookfield may deliver up to 36,343,728 Units to satisfy exchanges of exchangeable shares in accordance with the
terms of the Rights Agreement.
Item 7. Material to be Filed as Exhibits.
Item 7 of Schedule 13D is hereby amended and supplemented as follows:
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Exhibit 12
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Underwriting Agreement, dated July 22, 2020, by and among BIPC Holding LP, Brookfield Infrastructure Corporation, Brookfield Infrastructure Partners L.P. and the underwriters party thereto.
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