Brookfield Infrastructure Partners L.P. (the “Partnership”) (NYSE:
BIP; TSX: BIP.UN) and Brookfield Infrastructure Corporation (NYSE:
BIPC; TSX: BIPC) (“BIPC”, and together with the Partnership,
“Brookfield Infrastructure”) are pleased to provide an update on
the concurrent equity offerings announced November 10, 2021 for
aggregate gross proceeds of US$600 million (the “Offerings”) on a
bought deal basis by a syndicate of underwriters (the
“Underwriters”) co-led by RBC Capital Markets, BMO Capital Markets,
CIBC Capital Markets, National Bank Financial Inc. and Wells Fargo
Securities Canada, Ltd.
The Offerings are comprised of 8,240,800
Partnership limited partnership units (“LP Units”)
and 1,860,900 BIPC class A exchangeable subordinate voting
shares (“Exchangeable Shares”). The LP Units were sold at a price
of US$58.65 per LP Unit (the “LP Unit Offering Price”), and the
Exchangeable Shares were sold at a price of US$62.70 per
Exchangeable Share (the “Exchangeable Share Offering Price”).
Concurrently, a subsidiary of Brookfield Asset
Management Inc. (NYSE/TSX: BAM) has agreed to purchase 7,104,300
redeemable partnership units of Brookfield Infrastructure L.P., the
Partnership’s holding limited partnership, at the LP Unit Offering
Price (net of underwriting commissions) (the “Concurrent Unit
Private Placement”) for total gross proceeds of approximately
US$400 million.
The aggregate gross proceeds of the LP Unit
Offering, the Exchangeable Share Offering, and the Concurrent
Unit Private Placement will be approximately US$1 billion.
Brookfield Infrastructure intends to use the net
proceeds of the LP Unit Offering and the Exchangeable Share
Offering, together with the proceeds of the Concurrent Unit Private
Placement to fund an active and advanced pipeline of new investment
opportunities, including near-term organic growth capital
requirements, and for general working capital purposes.
The LP Unit Offering, the Exchangeable Share
Offering, and the Concurrent Unit Private Placement are expected to
close on or about November 17, 2021.
The Partnership and BIPC have granted the
Underwriters over-allotment options, exercisable in whole or in
part for a period of 30 days following closing of the Offerings, to
purchase up to approximately 1,236,100 additional LP Units and
279,100 additional Exchangeable Shares at the respective offering
prices. If the over-allotment options are exercised in full, the
aggregate gross offering size would increase to approximately
US$1.09 billion.
Offer Documents
The Partnership and BIPC have filed Registration
Statements on Form F-3 (including prospectuses) with the United
States Securities and Exchange Commission (the “SEC”) in respect of
the LP Unit Offering and the Exchangeable Share Offering. Before
you invest, you should read the prospectus in the relevant
Registration Statement and other documents that the Partnership and
BIPC have filed with the SEC for more complete information about
Brookfield Infrastructure and the LP Unit Offering and the
Exchangeable Share Offering. Each of the Partnership and BIPC will
also be filing a prospectus supplement relating to the LP Unit
Offering and the Exchangeable Share Offering, respectively, with
securities regulatory authorities in Canada. You may get any of
these documents for free by visiting EDGAR on the SEC website at
www.sec.gov or via SEDAR at www.sedar.com. Also, the Partnership,
BIPC, any underwriter or any dealer participating in the Offerings
will arrange to send you the prospectuses or you may request them
in the United States from RBC Capital Markets, LLC, 200 Vesey
Street, 8th Floor, New York, NY 10281-8098, Attention: Equity
Syndicate, Phone: 877-822-4089, Email: equityprospectus@rbccm.com,
or from BMO Nesbitt Burns Inc. at BMO Capital Markets Corp.,
Attention: Equity Syndicate Department, 151 W 42nd St, New York, NY
10036, or by telephone at 1-800-414-3627 or by email at
bmoprospectus@bmo.com, or from CIBC World Markets Corp, 425
Lexington Ave, 5th Floor, New York, NY, Phone: (800) 282-0822,
Email: USEPROSPECTUS@CIBC.COM, or from National Bank Financial Inc.
at National Bank of Canada Financial Inc., 65 East 55th Street, 8th
Floor, New York, N.Y. 10022, Attention: ECM Syndication, Phone:
212-632-8500, Email: NBF-Syndication@nbc.ca, or from Wells Fargo
Securities, LLC, 375 Park Avenue, New York, New York 10152,
Attention: Equity Syndicate Department, Phone: (800) 326-5897,
Email: cmclientsupport@wellsfargo.com; or in Canada from RBC
Dominion Securities Inc., 180 Wellington Street West, 8th Floor,
Toronto, ON M5J 0C2, Attention: Distribution Centre, Phone: (416)
842-5349, Email: Distribution.RBCDS@rbccm.com, or from BMO Nesbitt
Burns Inc. at BMO Capital Markets, Attention: Brampton Distribution
Centre C/O The Data Group of Companies, 9195 Torbram Road,
Brampton, Ontario, L6S 6H2, or by telephone at 1-905-791-3151 Ext
4312 or by email at torbramwarehouse@datagroup.ca, or from CIBC
World Markets Inc., Attention: Michelene Dougherty,
michelene.dougherty@cibc.ca or 416-956-3636, or from National Bank
Financial Inc., 130 King Street West, 4th Fl. Podium, Toronto,
Ontario, M5X 1J9, Attention: ECM Syndication, Phone: 416-869-6534,
Email: NBF-Syndication@nbc.ca, or from Wells Fargo Securities
Canada, Ltd., 22 Adelaide St. W., Suite 2200 Toronto ON M5H 4E3,
Attention: Akshay Pattni, Phone: 416 775 2954, Email:
Akshay.Pattni@Wellsfargo.com.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any securities of
Brookfield Infrastructure in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
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.
Brookfield Infrastructure Partners is the
flagship listed infrastructure company of Brookfield Asset
Management, a global alternative asset manager with US$650 billion
of assets under management.
For more information, please contact:
Media:Sebastien
BouchardVice President, Communications Tel: (416) 943-7937Email:
sebastien.bouchard@brookfield.com |
Investors:Kate
WhiteManager, Investor RelationsTel: (416) 956-5183Email:
kate.white@brookfield.com |
Note: This news release contains forward-looking
statements and information within the meaning of applicable
securities laws. The words, “will”, “intend” and “expect” 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 the LP Unit Offering, the Exchangeable Share Offering and
the Concurrent Unit Private Placement, the use of proceeds and
closing of the LP Unit Offering, the Exchangeable Share Offering,
and the Concurrent Unit Private Placement. 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 are
subject to a number of known and unknown risks and uncertainties.
Factors that could cause actual results of Brookfield
Infrastructure to differ materially from those contemplated or
implied by the statements in this news release are described in the
documents filed by Brookfield Infrastructure with the securities
regulators in Canada and the United States including under “Risk
Factors” in each of the Partnership’s and BIPC’s most recent Annual
Report on Form 20-F and other risks and factors that are described
therein and in, or incorporated by reference in, the Partnership’s
and BIPC’s Registration Statements and prospectus supplements.
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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