Securities Registration (section 12(b)) (8-a12b)
January 21 2022 - 9:30AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on January 21, 2022
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 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
BIP Bermuda Holdings
I Limited**
(Exact name of registrant as specified in its charter)
Bermuda
|
98-0564348
|
(State or Other Jurisdiction
of Incorporation
or Organization)
|
(I.R.S. Employer Identification Number)
|
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
441-294-3309
|
Brookfield Infrastructure US Holdings I Corporation
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
(212) 417-7000
|
(Address and Telephone
Number of Registrant’s
Principal Executive Offices)
|
(Name, Address and Telephone
Number of Agent for
Service)
|
** See Table of Additional Registrants below.
Copies to:
Mile T. Kurta, Esq.
Christopher R. Bornhorst, Esq.
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, New York 10036
(212) 880-6000
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class
to be so registered
|
|
Name of each exchange on which
each class
is to be registered
|
5.125% Perpetual Subordinated Notes (and the
subordinated guarantees related thereto)
|
|
The New York Stock Exchange
|
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: 333-262098, 333-262098-01, 333-262098-02 , 333-262098-03 , 333-262098-04, 333-262098-05, and 333-262098-06.
Securities to be registered pursuant to Section 12(g) of
the Act: None
** TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Co-
Registrant as Specified in
its Charter
|
State or Other
Jurisdiction of
Incorporation or
Organization
|
IRS
Employer
ID Number
|
Address and
Telephone
Number of
Principal
Executive Offices
|
Name, Address and
Telephone Number of
Agent for Service
|
Brookfield Infrastructure Partners L.P.
|
Bermuda
|
N/A
|
73 Front Street, 5th
Floor
Hamilton, HM 12, Bermuda
+1 (441) 294-3309
|
Brookfield Infrastructure US Holdings I Corporation
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
(212) 417-7000
|
Brookfield Infrastructure L.P.
|
Bermuda
|
98-0550560
|
73 Front Street, 5th
Floor
Hamilton, HM 12, Bermuda
+1 (441) 294-3309
|
Brookfield Infrastructure US Holdings I Corporation
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
(212) 417-7000
|
Brookfield Infrastructure Finance ULC
|
Alberta
|
98-1231205
|
181 Bay Street, Suite 300
Toronto, Ontario, Canada
+1 (416) 363-9491
|
Brookfield Infrastructure US Holdings I Corporation
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
(212) 417-7000
|
Brookfield Infrastructure Holdings (Canada) Inc.
|
Ontario
|
98-0619542
|
73 Front Street, 5th
Floor
Hamilton, HM 12, Bermuda
+1 (441) 294-3309
|
Brookfield Infrastructure US Holdings I Corporation
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
(212) 417-7000
|
Brookfield Infrastructure US Holdings I Corporation
|
Delaware
|
46-3961625
|
73 Front Street, 5th
Floor
Hamilton, HM 12, Bermuda
+1 (441) 294-3309
|
Brookfield Infrastructure US Holdings I Corporation
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
(212) 417-7000
|
BIPC Holdings Inc.
|
Ontario
|
N/A
|
Suite 300, 181
Bay Street
Toronto, Ontario, Canada
M5J 2T3
416-363-9491
|
Brookfield Infrastructure US Holdings I Corporation
Brookfield Place
250 Vesey Street, 15th Floor
New York, New York 10281-1023
(212) 417-7000
|
INFORMATION REQUIRED IN REGISTRATION STATEMENT
BIP Bermuda Holdings I Limited (the “Issuer”),
Brookfield Infrastructure Partners L.P. (the “Partnership”), Brookfield Infrastructure L.P. (“BILP”), Brookfield
Infrastructure Finance ULC (“Alberta Finco”), Brookfield Infrastructure Holdings (Canada) Inc. (“Can Holdco”),
Brookfield Infrastructure US Holdings I Corporation (“US Holdco”) and BIPC Holdings Inc. (“BIPC Holdings”, and
together with BILP, Can Holdco, Alberta Finco and US Holdco, the “Subsidiary Guarantors”) filed with the Securities and Exchange
Commission (the “SEC”) a prospectus supplement dated January 11, 2022 (the “Prospectus Supplement”)
to a short-form base shelf prospectus dated January 11, 2022 (the “Base Prospectus”), relating to securities to be registered
hereunder included in the Issuer’s, the Partnership’s and the Subsidiary Guarantors’ joint Registration Statement on
Form F-3 (File Nos. 333-262098, 333-262098-01, 333-262098-02, 333-262098-03, 333-262098-04, 333-262098-05 and 333-262098-06), which
became automatically effective upon filing with the SEC on January 11, 2022. Such securities will be listed for trading on the New
York Stock Exchange under the symbol “BIPI.” The Base Prospectus and the Prospectus Supplement are deemed to be incorporated
by reference into such Registration Statement.
|
Item 1.
|
Description of Registrant’s Securities to be Registered.
|
The Issuer, the Partnership and the Subsidiary
Guarantors are registering hereunder $300,000,000 in aggregate principal amount of the Issuer’s 5.125% Perpetual Subordinated Notes
(the “Notes”). The Notes will be fully and unconditionally guaranteed, on a subordinated basis, as to payment of principal,
premium (if any) and interest and certain other amounts by the Partnership, and guaranteed, on a subordinated basis, as to payment of
principal, premium (if any) and interest and certain other amounts by the Subsidiary Guarantors. For a description of the Notes, reference
is made to the information under the heading “Description of Debt Securities and Guarantees” of the Base Prospectus, as supplemented
by the information under the heading “Description of the Notes” in the Prospectus Supplement. Such information is incorporated
herein by reference and made a part of this registration statement in its entirety. The Notes will be governed by the Indenture dated
January 21, 2022, as amended and supplemented by the First Supplemental Indenture, dated January 21, 2022, by and among the
Issuer, the Partnership, the Subsidiary Guarantors, and Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as
trustees, copies of which are incorporated by reference herein.
Exhibit Number
|
|
Description
|
|
|
|
4.1
|
|
Indenture dated January 21, 2022, by and among BIP Bermuda Holdings I Limited, as issuer, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure Finance ULC, Brookfield Infrastructure US Holdings I Corporation and BIPC Holdings Inc., as guarantors and Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as trustees (filed as Exhibit 4.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed on January 21, 2022)
|
|
|
|
4.2
|
|
First Supplemental Indenture dated January 21, 2022, by and among BIP Bermuda Holdings I Limited, as issuer, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure Finance ULC, Brookfield Infrastructure US Holdings I Corporation and BIPC Holdings Inc., as guarantors and Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as trustees (filed as Exhibit 4.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed on January 21, 2022)
|
|
|
|
4.3
|
|
Form of 5.125% Perpetual Subordinated Notes (filed as Exhibit 4.3 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed on January 21, 2022)
|
SIGNATURE
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: January 21, 2022
|
bip Bermuda Holdings I Limited
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
|
|
Brookfield INFRASTRUCTURE Partners L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
|
|
Brookfield INFRASTRUCTURE L.P. by its general partner, Brookfield INFRASTRUCTURE Partners L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
|
|
|
|
|
By:
|
/s/ Jane Sheere
|
|
|
Name: Jane Sheere
|
|
|
Title: Secretary
|
|
|
|
|
|
Brookfield InFrastructure FInance ULC
|
|
|
|
|
By:
|
/s/ David Krant
|
|
|
Name: David Krant
|
|
|
Title: Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC.
|
|
|
|
|
By:
|
/s/ David Krant
|
|
|
Name: David Krant
|
|
|
Title: Senior Vice President and Chief Financial Officer
|
|
BROOKFIELD INFRASTRUCTURE US HOLDINGS I CORPORATION
|
|
|
|
|
By:
|
/s/ Ralph Klatzkin
|
|
|
Name: Ralph Klatzkin
|
|
|
Title: Vice President
|
|
|
|
|
|
BIPC HOLDINGS INC.
|
|
|
|
|
By:
|
/s/ David Krant
|
|
|
Name: David Krant
|
|
|
Title: Senior Vice President
|
Brookfield Infrastructur... (NYSE:BIP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Brookfield Infrastructur... (NYSE:BIP)
Historical Stock Chart
From Jul 2023 to Jul 2024