Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN),
together with its institutional partners (collectively,
“
Brookfield Infrastructure”, “
we”
or “
our”), is pleased to announce its intention to
further revise its offer to acquire all of the outstanding common
shares of Inter Pipeline Ltd. (TSX: IPL) (“
IPL” or
the “
Company”) commenced February 22, 2021, as
varied on June 4, 2021, June 21, 2021 and July 13, 2021 (the
"
Offer") to increase the consideration under the
Offer to, at the election of IPL shareholders, either (i)
$
20.00 in cash or (ii)
0.25
of a BIPC Share for each IPL share, subject to proration in the
case of the BIPC Shares. We intend to file the fourth notice of
variation and change (the “
Fourth Notice of
Variation”) no later than July 19, 2021.
Reasons to Tender to the Brookfield Infrastructure
Offer
- Superior Value:
Brookfield Infrastructure’s Offer represents a premium of C$1.53 or
8% versus the Alternative Transaction, on a
prorated basis.
|
Brookfield Infrastructure Offer |
Alternative |
|
All Cash |
All Stock |
Proration1 |
Transaction2 |
July 14,
2021 |
$20.00 |
$23.85 |
$21.23 |
$19.70 |
|
|
|
|
|
_____________________________1 Assumes that IPL
shareholders select the higher value BIPC Shares resulting in 68%
cash and 32% share proration and based on the closing price of the
BIPC Shares on the TSX on July 14, 2021.2 Based on the closing
price of the Pembina common shares on the TSX on July 14, 2021.3
Shareholders do not have to elect all cash or all shares, they can
select the consideration split that best suits their objectives
(subject to the BIPC Share proration).
- Value Certainty and
Flexibility of Consideration: IPL shareholders have the
ability to elect the form of consideration according to their
individual preferences:
- Cash consideration, up to 100%,
providing immediate liquidity; and/or
- BIPC Shares (subject to
proration)3.
- Speed to Close and
Immediate Liquidity: Brookfield has received all key
regulatory approvals and can take up and pay for tendered shares
within three business days after the Offer expiry time (subject to
the modified statutory minimum condition).
- Tax Deferred
Consideration: Canadian shareholders can elect a tax
deferred rollover, which has been used successfully in several
previous Brookfield-led privatizations, into BIPC Shares through
the proposed Offer.
- Superior Share
Consideration: Brookfield Infrastructure share
consideration provides a more attractive total return opportunity
for IPL shareholders than Pembina.
- Best-in-class
Infrastructure Portfolio: Our platform offers the unique
advantage of being able to invest across four key infrastructure
sectors, at all points within economic cycles, and across multiple
geographies to secure the best risk adjusted returns for our
investors.
- Stable and Growing Cash
Flows: 95% of Brookfield Infrastructure’s revenue is
underpinned by regulated and contractual frameworks driving
predictable and growing cash flows.
- 75% of our Adjusted EBITDA is
indexed to inflation. This top-line revenue growth, combined with
low operating costs and fixed-rate debt drives FFO per unit growth
of 3-4% annually.
- 40% of our businesses are
positioned to benefit from GDP-related volume increases. These
volume increases flow directly to the bottom line – as a result we
believe they should drive FFO per unit growth of 1-2%
annually.
-
Strong Growth Pipeline: We have a strong growth
outlook through a combination of organic revenue growth and new
investment activity:
-
$2.3 billion backlog of contracted or regulatory approved growth
projects which will be commissioned over the next 1-3 years.
-
Incremental target deployment of $1-1.5 billion in new investments
annually.
-
Historically, we have deployed $2.3 billion on average annually
over the past five years in new investments and growth capital
expenditures.
We expect the combination of the
stability of our cash flows and our growth outlook to result in
total distribution growth of 5-9% annually.
- Attractive Total Return
Track Record and Outlook: A shareholder’s total return is
comprised of both its dividend yield and the change in the per
share value relative to the entry price. We are proud of our
average annual total return of 19% over a 10-year period, which has
significantly outperformed Pembina’s total return of 10% over the
same period. Additionally, Brookfield Infrastructure has delivered
superior dividend growth to its shareholders over the last 10 years
with an annual growth rate of 10%, compared to Pembina’s growth
rate of 4% over the same period.
Brookfield
Infrastructure and Pembina Total Return |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Over Time |
|
Annual Equivalent Total Return |
|
1-Year |
|
3-Year |
|
5-Year |
|
10-Year |
|
1-Year |
|
3-Year |
|
5-Year |
|
10-Year |
BIP
(NYSE) |
39% |
|
75% |
|
150% |
|
473% |
|
39% |
|
21% |
|
20% |
|
19% |
BIPC
(TSX) |
56% |
|
n.a. |
|
n.a. |
|
n.a. |
|
56% |
|
n.a. |
|
n.a. |
|
n.a. |
PPL
(TSX) |
25% |
|
1% |
|
32% |
|
166% |
|
25% |
|
0% |
|
6% |
|
10% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brookfield
Infrastructure and Pembina Historical Dividend Growth
Rate |
|
|
|
|
|
BIP (US$/Unit) |
|
Pembina (C$/Sh) |
Last 3 Year |
6% |
|
3% |
Last 5 Year |
7% |
|
5% |
Last 10 Year |
10% |
|
5% |
Since 2009 |
10% |
|
4% |
Reasons to Vote Against the Alternative
Transaction
- The Alternative transaction
represents lower value for shareholders: Based on the
current and historical market prices, the Alternative Transaction
delivers inferior value to IPL shareholders when compared to
Brookfield Infrastructure’s superior revised Offer.
|
Brookfield Infrastructure
Offer1 |
Alternative Transaction2 |
Brookfield Offer Premium to Alternative
Transaction |
July 14, 2021 |
$21.23 |
$19.70 |
7.8% |
30-Day VWAP |
$20.82 |
$19.84 |
4.9% |
60-Day VWAP |
$20.70 |
$19.51 |
6.1% |
90-Day VWAP |
$20.78 |
$19.11 |
8.7% |
|
|
|
|
- Zero cash
consideration: The Alternative Transaction offers 100%
share consideration and therefore no access to immediate liquidity
or value certainty for those who would otherwise prefer cash
consideration.
- Long and uncertain timeline
to closing: The Alternative Transaction requires
shareholders and regulatory approvals that are yet to be received,
exposing IPL shareholders to significant uncertainty in respect of
potential customer complaints and consequently anti-trust approvals
that are delayed or denied entirely. Pursuant to the Alternative
Transaction’s “hell or high water” provisions, the risk of any
punitive regulatory or anti-competition rulings or outcomes will be
borne by IPL shareholders due to the proposed all-share
consideration.
- Potential for overhang and
downward price pressure on the share-based consideration:
IPL shareholders may experience prolonged downward pressure on
Pembina’s share price as short-term shareholders seek to monetize
their shareholding via selling shares in the public market.
- IPL employees:
Pembina has publicly indicated ~$150 million of general,
administrative and operational synergies, which we fear would
inevitably result in significant job losses for local IPL
employees.
Background to the Offer
Update
Brookfield Infrastructure believes that the
all-share Alternative Transaction is unattractive as it
unreasonably forces all IPL shareholders to accept an all-share
consideration based solely on the Special Committee’s assessment of
the future value of Pembina stock. Brookfield Infrastructure does
not support the thesis espoused by the Special Committee and we
feel shareholders should be given an option for a clean cash exit
in order to make our own capital allocation decisions, and believe
many other IPL shareholders share this view.
In an effort to initiate a dialogue with IPL and
Pembina to rectify this substantial flaw, on June 29, 2021
Brookfield Infrastructure sent a proposal to the Chair of IPL and
the CEO of Pembina indicating a willingness to work with Pembina to
enhance its bid by acquiring certain IPL assets. Brookfield
Infrastructure indicated that if it acquired certain lower risk,
lower return assets, Pembina could likely increase the value of its
offer and together provide a substantial cash component of likely
greater than 50% to IPL shareholders. Brookfield Infrastructure was
promptly informed by IPL’s Special Committee that it was not in the
interests of IPL shareholders for IPL or Pembina to hold any
discussions.
In light of the potential for enhanced value and
additional certainty for IPL shareholders that such dialogue could
have surfaced, Brookfield Infrastructure respectfully disagrees
with the Special Committee’s conclusion. In any event, Brookfield
Infrastructure will remain opposed to any Pembina transaction that
does not contain a significant cash component and urges all IPL
shareholders to vote AGAINST the Alternative
Transaction and deposit their shares under the Offer.
Details of the Offer
Under the terms and subject to the conditions of
our intended Offer, each IPL shareholder can elect to receive, per
IPL share, either C$20.00 in cash or 0.250 of a Brookfield
Infrastructure Corporation (NYSE: BIPC; TSX: BIPC) class A
exchangeable subordinated share.
For IPL shareholders seeking to participate in
the upside from the integration of IPL into a globally diversified
infrastructure company, the Offer will continue to include an
option to elect to receive BIPC Shares as consideration and an
option for eligible shareholders to access a tax deferred rollover
in respect of any BIPC Shares received pursuant to the Offer. The
maximum BIPC Share consideration will be 31 million aggregate
shares (representing 32% of the total consideration), with eligible
shareholders who elect to receive 100% of their consideration in
BIPC Shares on a tax-deferred basis having access to an incremental
5 million BIPC Shares (with such incremental shares priced at the
fair market value as of the expiry date of the Offer, in lieu of
cash). There is no cap on the amount of cash consideration
available under the Offer and IPL shareholders electing to receive
cash will not be subject to proration.
We believe this amendment will provide investors
with ultimate flexibility, allowing investors to participate in IPL
through shares of BIPC and providing additional value certainty and
liquidity to those investors who value a clean exit from the
company.
Our Offer, as revised, will be open for
acceptance until 5:00 p.m. (Mountain Time) on August 6th unless
otherwise extended.
Additionally, pursuant to the order of the
Alberta Securities Commission dated July 12, 2021 (the “ASC
Order”), the Offer is subject to a modified statutory
minimum condition requiring that no IPL shares may be taken up
under the Offer unless not less than 55% of the outstanding
IPL shares not already owned or controlled by
Brookfield Infrastructure are validly deposited and not
withdrawn under the Offer.
Brookfield Infrastructure encourages IPL
shareholders to read the full details of the revised Offer to be
set forth in the Fourth Notice of Variation, which, together with
the original Offer to Purchase and Circular dated February 22, 2021
(the “Offer and Circular”), the Notice of
Variation, Change and Extension dated June 4, 2021 (the
“First Notice of Variation”), the Second Notice of
Variation and Extension dated June 21, 2021 (the “Second
Notice of Variation”), the Third Notice of Variation and
Extension dated July 13, 2021 (the “Third Notice of
Variation”), which contain the full terms and conditions
of the Offer and other important information as well as detailed
instructions on how IPL shareholders can tender their IPL shares to
the Offer. Copies of the Fourth Notice of Variation, once filed,
and the Offer and Circular, the First Notice of Variation, the
Second Notice of Variation and the Third Notice of Variation will
be available without charge on request from the Information Agent
and are available at www.ipl-offer.com or on SEDAR at
www.sedar.com.
Under applicable TSX rules, the BIPC Share
issuance requires the approval of BIPC security holders, as the
maximum number of BIPC Shares issuable in connection with the Offer
exceeds 25% of the total number of outstanding BIPC Shares. BIPC
has relied on the exemption available in section 604(d) of the TSX
Company Manual to provide TSX with written evidence that holders of
more than 50% of the voting securities of BIPC are familiar with
the terms of the Offer and the BIPC Share issuance and are in favor
of it, in lieu of a duly called meeting of security holders. The
Offer is at arm’s length and the issuance of BIPC Shares is not
expected to materially affect control of BIPC.
Shareholder Questions
IPL shareholders who have questions or require
assistance in depositing IPL shares to the Offer, IPL shareholders
should contact the Information Agent and Depositary, Laurel Hill
Advisory Group, by telephone at 1-877-452-7184 (North American Toll
Free Number) or 416-304-0211 (outside North America) or by email at
assistance@laurelhill.com.
Additional Disclosure Relating to Total
Return Swaps
Pursuant to the ASC Order, the Alberta
Securities Commission required certain additional disclosure in
respect of the cash-settled total return swaps entered into by
Brookfield Infrastructure (the “Additional
Disclosure”). The Additional Disclosure is attached as
Appendix A to this press release.
Advisors
Brookfield Infrastructure has engaged BMO
Capital Markets and Barclays Capital Canada Inc. to act as joint
financial advisors and McCarthy Tétrault LLP to act as its legal
advisor in connection with the Offer. Laurel Hill Advisory Group
has also been engaged to act as Brookfield Infrastructure’s
strategic communications advisor and proxy solicitation information
agent.
Brookfield Infrastructure is a
leading global infrastructure company that owns and operates
high-quality, long-life assets in the utilities, transport,
midstream and data sectors across North and South America, Asia
Pacific and Europe. We are focused on assets that have contracted
and regulated revenues that generate predictable and stable cash
flows. Investors can access its portfolio either through Brookfield
Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), a
Bermuda-based limited partnership, or Brookfield Infrastructure
Corporation (NYSE, TSX: BIPC), a Canadian corporation. Further
information is available at www.brookfield.com/infrastructure.
Brookfield Infrastructure Partners is the
flagship listed infrastructure company of Brookfield Asset
Management, a global alternative asset manager with over US$600
billion of assets under management. For more information, go to
www.brookfield.com.
Additional Information Regarding Proxy
Solicitation Brookfield Infrastructure is soliciting
proxies through this press release pursuant to an order of the
Alberta Securities Commission dated June 29, 2021 allowing
Brookfield Infrastructure to solicit proxies through public
broadcast without Brookfield Infrastructure filing a proxy
circular. Brookfield Infrastructure is soliciting proxies in
respect of IPL and the annual general and special meeting of
shareholders of IPL to be held on July 29, 2021 (the “IPL
Meeting”). IPL’s head office is located at Suite 3200, 215
- 2nd Street SW, Calgary, Alberta, T2P 1M4.
Brookfield Infrastructure has engaged Laurel
Hill Advisory Group as their strategic advisor and proxy
solicitation agent to assist Brookfield Infrastructure in the
solicitation of proxies from IPL shareholders for the IPL Meeting.
The total cost of these proxy solicitation services is up to
approximately $100,000, plus reasonable out of-pocket expenses.
Brookfield Infrastructure will bear the costs of this
solicitation.
In addition to revocation in any other manner
permitted by law, a registered IPL shareholder may revoke or change
a previously made proxy vote: (a) by accessing the IPL Meeting by
following the instructions under the heading "How to Participate at
the IPL Shareholders' Meeting" in the Joint Information Circular of
IPL and Pembina dated June 29, 2021 in respect of the IPL Meeting
and voting their IPL shares during the designated time; (b) by an
instrument in writing executed by the IPL shareholder or such IPL
shareholder's attorney authorized in writing or, if the IPL
shareholder is a corporation, under its corporate seal or by an
officer or attorney thereof, duly authorized, indicating the
capacity under which such officer or attorney is signing and
deposited with Computershare, the transfer agent of IPL, at the
office designated in the Notice of Special Meeting of IPL
Shareholders dated June 29, 2021 not later than 10:00 a.m. (Calgary
time), on the business day preceding the day of the IPL Meeting (or
any adjournment or postponement thereof); or (c) by a duly executed
and deposited proxy as provided herein bearing a later date or time
than the date or time of the proxy being revoked. IPL
shareholders who hold their shares through a bank, broker or other
intermediary are encouraged to follow the instructions provided to
them from their applicable intermediary as they differ from those
of registered shareholders (shareholders who hold IPL shares in
their own name). Alternatively, IPL shareholders may contact Laurel
Hill for assistance.
Brookfield Infrastructure beneficially own and
exercise control or direction over 41,848,857 IPL shares.
Additionally, Brookfield Infrastructure has economic exposure to an
aggregate of 42,492,698 IPL shares pursuant to a cash-settled total
return swap. The cash-settled total return swap affords economic
exposure to IPL shares, but does not give Brookfield Infrastructure
any right to vote, or direct or influence the voting, acquisition,
or disposition of any IPL shares.
No Offer or SolicitationThis
news release is for informational purposes only and does not
constitute an offer to buy or sell, or a solicitation of an offer
to sell or buy, any securities. The offer to acquire IPL securities
and to issue securities of Brookfield Infrastructure Corporation
will be made solely by, and subject to the terms and conditions set
out in the formal offer to purchase and bid circular and
accompanying letter of transmittal and notice of guaranteed
delivery.
NOTICE TO U.S. HOLDERS OF IPL
SHARES
Brookfield Infrastructure intends to
make the offer and sale of the BIPC Shares in the Offer subject to
a registration statement of BIPC and BIP covering such offer and
sale to be filed with the United States Securities and Exchange
Commission (the “SEC”) under the U.S. Securities Act of 1933, as
amended. Such registration statement covering such offer and sale
will include various documents related to such offer and sale.
INVESTORS AND SHAREHOLDERS OF IPL ARE URGED TO READ SUCH
REGISTRATION STATEMENT AND ANY AND ALL OTHER RELEVANT DOCUMENTS
FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE OFFER AS
THOSE DOCUMENTS BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION. You will be able to obtain a free
copy of such registration statement, as well as other relevant
filings regarding BIP and BIPC or such transaction involving the
issuance of the BIPC Shares and the underlying BIP limited
partnership units, at the SEC’s website (www.sec.gov) under the
issuer profiles for BIP and BIPC, or on request without charge from
Brookfield Infrastructure, at 250 Vesey Street, 15th Floor, New
York, New York, 10281-1023 or by telephone at (212)
417-7000.
BIPC is a foreign private issuer and
Brookfield Infrastructure is permitted to prepare the offer to
purchase and takeover bid circular and related documents in
accordance with Canadian disclosure requirements, which are
different from those of the United States. BIPC prepares its
financial statements in accordance with IFRS, and they may not be
directly comparable to financial statements of United States
companies.
Shareholders of IPL should be aware that
owning BIPC Shares may subject them to tax consequences both in the
United States and in Canada. The offer to purchase and takeover bid
circular may not describe these tax consequences fully. IPL
shareholders should read any tax discussion in the offer to
purchase and takeover bid circular, and holders of IPL Shares are
urged to consult their tax advisors.
An IPL shareholder’s ability to enforce
civil liabilities under the United States federal securities laws
may be affected adversely because Brookfield Infrastructure
Corporation is incorporated in British Columbia, Canada, some or
all of Brookfield Infrastructure’s officers and directors and some
or all of the experts named in the offering documents reside
outside of the United States, and a substantial portion of
Brookfield Infrastructure’s assets and of the assets of such
persons are located outside the United States. IPL shareholders in
the United States may not be able to sue Brookfield Infrastructure
or its officers or directors in a non-U.S. court for violation of
United States federal securities laws. It may be difficult to
compel such parties to subject themselves to the jurisdiction of a
court in the United States or to enforce a judgment obtained from a
court of the United States.
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS OR WILL HAVE
APPROVED OR DISAPPROVED THE BIPC SHARES OFFERED IN THE OFFERING
DOCUMENTS, OR HAS OR WILL HAVE DETERMINED IF ANY OFFERING DOCUMENTS
ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
IPL shareholders should be aware that,
during the period of the Offer, Brookfield Infrastructure or its
affiliates, directly or indirectly, may bid for or make purchases
of the securities to be distributed or to be exchanged, or certain
related securities, as permitted by applicable laws or regulations
of Canada or its provinces or territories.
Cautionary Statement Regarding
Forward-looking Statements
This news release may contain forward-looking
information within the meaning of Canadian provincial securities
laws and “forward-looking statements” within the meaning of Section
27A of the U.S. Securities Act of 1933, as amended, Section 21E of
the U.S. Securities Exchange Act of 1934, as amended, “safe harbor”
provisions of the United States Private Securities Litigation
Reform Act of 1995 and in any applicable Canadian securities
regulations. The words “believe”, “expect”, “will” derivatives
thereof and other expressions which are predictions of or indicate
future events, trends or prospects and which do not relate to
historical matters, identify the above mentioned and other
forward-looking statements. Forward-looking statements in this news
release include statements regarding the revised terms of the
Offer; the expected mailing of the Fourth Notice of Variation;
statements regarding IPL’s transaction with Pembina, including
Brookfield Infrastructure’s intention to vote against the
Alternative Transaction; statements regarding anticipated trading
in Pembina shares; statements regarding expectations relating to
regulatory review; statements regarding expectations around IPL
employees; and statements regarding growth plans and opportunities
for Brookfield Infrastructure.
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 actual outcome
of future events could differ from the forward-looking statements
and information herein, which are subject to a number of known and
unknown risks and uncertainties. Factors that could cause actual
events to differ materially from those contemplated or implied by
the statements in this news release include the ability to obtain
regulatory approvals (including approval of the TSX and the NYSE)
and meet other closing conditions to any possible transaction, the
ability to realize financial, operational and other benefits from
the proposed transaction, general economic conditions in the
jurisdictions in which we operate and elsewhere which may impact
the markets for our products and services, the impact of market
conditions on our businesses, the fact that success of Brookfield
Infrastructure is dependent on market demand for an infrastructure
company, which is unknown, the availability of equity and debt
financing for Brookfield Infrastructure, the ability to effectively
complete transactions in the competitive infrastructure space and
to integrate acquisitions into existing operations, changes in
technology which have the potential to disrupt the business and
industries in which we invest, the market conditions of key
commodities, the price, supply or demand for which can have a
significant impact upon the financial and operating performance of
our business and other risks and factors described in other
documents filed by Brookfield Infrastructure with the securities
regulators in Canada and the United States. 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.
For more information, please
contact:
Media:Claire HollandSenior Vice President,
CommunicationsTel: (416) 369-8236 Email:
claire.holland@brookfield.com |
Investors:Kate WhiteManager, Investor Relations
Tel: (416) 956-5183Email: kate.white@brookfield.com |
|
|
Shareholder Questions / Tendering
Assistance:Laurel Hill Advisory GroupNorth American
Toll-Free: 1-877-452-7184 (+1-416-304-0211 outside North
America)Email: assistance@laurelhill.com |
Appendix A
The following Additional Disclosure is provided
by the Offeror in response to an order made on July 12, 2021 by the
Alberta Securities Commission under s. 179(1)(b) of the Securities
Act (Alberta). Capitalized terms used in this Appendix “A” without
being defined herein have the meanings ascribed to them in the
Offer:
(a) |
the name of the International Swaps and Derivatives Association
(“ISDA”) swap dealer that is the Offeror Group’s
counterparty for the Total Return Swaps is Bank of Montreal (the
“Swap Counterparty”); |
(b) |
the date of the ISDA agreements between Brookfield and the Swap
Counterparty in respect of the Total Return Swaps is April 24,
2020, the date of the trade confirmations in respect of the Total
Return Swaps is June 15, 2020 and the date of the related
adjustment confirmations is February 22, 2021; |
(c) |
pursuant to the Total Return Swaps, the Offeror Group ultimately
acquired an economic interest in an aggregate of 42,492,698 Common
Shares by way of a series of periodic increases in the size of the
Offeror Group’s economic exposure pursuant to the Total Return
Swaps. The table below illustrates the growth of the size of the
Offeror Group’s economic exposure prior to October 5, 2020, when
the Offeror began to form an intention to initiate the Offer and
determined to terminate any further increases under the Total
Return Swaps: |
|
- June 15, 2020 - 1,937,500 Common Shares in the aggregate;
- June 30, 2020 - 7,604,400 Common Shares in the aggregate;
- July 15, 2020 - 11,790,800 Common Shares in the aggregate;
- July 31, 2020 - 14,822,900 Common Shares in the aggregate;
- August 15, 2020 - 16,231,400 Common Shares in the
aggregate;
- August 31, 2020 - 22,590,950 Common Shares in the
aggregate;
- September 15, 2020 - 29,193,050 Common Shares in the
aggregate;
- September 30, 2020 - 40,948,898 Common Shares in the aggregate;
and
- October 5, 2020 - 42,492,698 Common Shares in the
aggregate.
|
(d) |
information concerning Brookfield Infrastructure’s commercial
relationship with the Swap Counterparty, similar in nature to that
contained in the analyst reports referred to at pages 36-40 of the
transcript of the cross-examination of Brian Baker on June 28,
2021, is as follows: |
|
- the Swap Counterparty is one of Canada’s largest banks, and
together with its subsidiaries, is a highly diversified financial
services provider based in North America;
- the Swap Counterparty provides a broad range of products and
services directly and through Canadian and non-Canadian
subsidiaries, offices, and branches;
- the Swap Counterparty also provides a full range of investment
dealer services through entities, including BMO Nesbitt Burns Inc.
(the “Financial Advisor”), a major fully
integrated Canadian investment dealer, and BMO Capital Markets
Corp., Bank of Montreal’s wholly-owned registered broker dealer in
the United States;
- none of the Swap Counterparty or any of its affiliates is an
insider, associate or affiliate (as those terms are defined in
Multilateral Instrument 61-101) of Brookfield Infrastructure or any
of its associates or affiliates;
- pursuant to an engagement letter dated January 27, 2021 and
effective December 1, 2020 (the “Advisory Engagement
Letter”), an affiliate of the Offeror engaged the
Financial Advisor, as one of its non-exclusive financial advisors
in connection with the Offer;
- the Swap Counterparty is a co-lead arranger, administrative
agent and joint bookrunner for a $1.425 billion credit facility to
finance a portion of the Cash Consideration payable under the
Offer;
- Within the past 12 months, all five of the largest banks in
Canada has acted for Brookfield Infrastructure in a variety of
capacities, including as a lead arranger, bookrunner,
administrative agent, lender and financial advisor. Among them, the
Swap Counterparty or one of its subsidiaries has: (A) acted as a
joint bookrunner for an offering of common equity for Brookfield
Infrastructure; (B) acted as a sell-side financial advisor on the
sale of Wind Energy Transmission Texas, a Brookfield Infrastructure
portfolio company; (C) acted as a joint bookrunner for an offering
of medium term notes of Brookfield Infrastructure; (D) acted as a
joint bookrunner for an offering of senior secured notes of North
River Midstream, a Brookfield Infrastructure portfolio company; (E)
acted as a co-lead arranger and joint bookrunner for a loan to NY
Wind Memberco, LLC, a Brookfield Infrastructure portfolio company;
(F) acted as a co-lead arranger for a revolving loan for Enercare
Inc., a Brookfield Infrastructure portfolio company; (G) acted as a
joint-lead arranger for an equity subscription loan to Brookfield
Infrastructure; (H) acted as an administrative agent and a co-lead
arranger on a loan for Brookfield Infrastructure; (I) acted as a
lender on a loan to Brookfield Infrastructure; (J) acted as a
co-lead arranger on an equity subscription loan for Brookfield
Infrastructure; (K) acted as an administrative agent for an equity
subscription loan for Brookfield Infrastructure; (L) acted as a
co-lead arranger and joint bookrunner for a loan for BEP SF
Holdings, LLC, a Brookfield Infrastructure portfolio company; (M)
acted as a co-lead Arranger for an equity subscription loan for
Brookfield Infrastructure; and (N) acting as a lead arranger,
administrative agent and joint bookrunner for a pending loan for
Brookfield Renewable UK Hydro Limited, a Brookfield Infrastructure
portfolio company; and
- As of July 12, 2021, the Swap Counterparty and its affiliates
have a financial interest in (A) 0.5% or more in the issued share
capital of Brookfield Infrastructure and (B) 1% or more of any
class of the equity securities of Brookfield
Infrastructure.
|
(e) |
the Advisory Engagement Letter provides that a $15 million
completion fee will become payable to Financial Advisor with
respect to a transaction involving IPL and the Offeror, whether
effected as a transaction or series of transactions, either by way
of a merger, joint venture or other business combination between
the Offeror and IPL or an acquisition by the Offeror of at least
50% of the Common Shares (or an acquisition of control of IPL other
than by way of an acquisition of Common Shares) or at least 50% of
the assets, revenues, income or businesses of IPL, if such
transaction is completed during the term of the Advisory Engagement
Letter or if such transaction is completed or announced (and later
completed) within 12 months of any termination of the Advisory
Engagement. |
|
|
Brookfield Infrastructur... (NYSE:BIP)
Historical Stock Chart
From May 2024 to Jun 2024
Brookfield Infrastructur... (NYSE:BIP)
Historical Stock Chart
From Jun 2023 to Jun 2024