Securities Registration (section 12(b)) (8-a12b)
September 21 2020 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES
OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BROOKFIELD
INFRASTRUCTURE PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Bermuda
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Not Applicable
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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73 Front Street, 5th Floor
Hamilton, Bermuda
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HM 12
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant
to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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5.125% Class A Preferred Limited Partnership
Units, Series 13
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The New York Stock Exchange
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box. ¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ¨
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: 333-232256
Securities
to be registered pursuant to Section 12(g) of the Act: None
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Item 1.
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Description
of Registrant’s Securities to be Registered.
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Description of the terms of the 5.125%
Class A Preferred Limited Partnership Units, Series 13 (the “Preferred Units”) of Brookfield Infrastructure
Partners L.P. (the “Registrant”) are contained in a prospectus dated June 21, 2019, constituting part of the
Registrant’s registration statement on Form F-3 (File No. 333-232256) relating to the Preferred Units (the “Prospectus”),
and a supplement to the Prospectus dated September 14, 2020 and filed pursuant to Rule 424(b) under the Securities Act of 1933,
as amended (the “Prospectus Supplement”). The description of the Preferred Units contained in the Prospectus
under the heading “Description of Preferred Limited Partnership Units” and the description of the Preferred Units in
the Prospectus Supplement under the heading “Description of the Offered Securities” are each incorporated herein by
reference.
Exhibit Number
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Description
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3.1
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Certificate of Registration of Brookfield Infrastructure Partners L.P., registered as of May 29, 2007 (filed as Exhibit 1.1 to Brookfield Infrastructure Partners L.P.’s Registration Statement on Form 20-F on July 31, 2007)
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3.2
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Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated February 16, 2018 (filed as Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K on February 16, 2018)
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3.3
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First Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated September 12, 2018 (filed as Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K on September 12, 2018)
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3.4
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Second Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated February 27, 2020 (filed as Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K on February 27, 2020)
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3.5
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Third Amendment, dated September 21, 2020, to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated February 16, 2018 (filed as Exhibit 3.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K on September 21, 2020)
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4.1
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Form of 5.125% Class A Preferred Limited Partnership Units, Series 13 Certificate (filed as Exhibit 4.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K on September 21, 2020)
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SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
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BROOKFIELD INFRASTRUCTURE
PARTNERS L.P., by its general partner,
BROOKFIELD INFRASTRUCTURE
PARTNERS LIMITED
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Date: September 21, 2020
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By:
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/s/ Jane Sheere
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Name: Jane Sheere
Title: Secretary
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