Class A Preferred Units, Series 8, Class A Preferred Units, Series 10, Class A Preferred Units, Series 12 and Class A Preferred Units, Series 15 outstanding. The RPUs are subject to a redemption-exchange mechanism pursuant to which Units may be issued in exchange for RPUs on a one for one basis. After giving effect to this Offering, the Concurrent Unit Private Placement and the Concurrent BIPC Offering, there will be 303,951,051 Units outstanding (510,862,016 Units on a fully-exchanged basis). After giving effect to this Offering, the Concurrent Unit Private Placement and the Concurrent BIPC Offering (assuming the exercise of the Over-Allotment Option and the BIPC Over-Allotment Option in full), there will be 305,187,151 Units outstanding (512,377,216 Units on a fully-exchanged basis).
Brookfield now owns approximately 27% of our Partnership on a fully-exchanged basis and the remaining approximate 73% is held by public investors. After giving effect to this Offering, the Concurrent Unit Private Placement and the Concurrent BIPC Offering, Brookfield will own approximately 27% of our Partnership on a fully-exchanged basis (approximately 27% if the Over-Allotment Option and the BIPC Over-Allotment Option are exercised in full). See our Annual Report and “Description of Limited Partnership Units” and “Description of Class A Preferred Units” in the Prospectus for further information regarding the principal rights, privileges, restrictions and conditions attaching to the Units and the Class A Preferred Units.
On October 16, 2018, Brookfield Infrastructure Partners Exchange LP (“Exchange LP”), a subsidiary of our Partnership, issued 5,726,170 exchangeable limited partnership units of Exchange LP (“BIP Exchangeable LP Units”) in connection with the privatization of Enercare Inc. Each BIP Exchangeable LP Unit is exchangeable for one Unit. On March 31, 2020, each holder of BIP Exchangeable LP Units received one additional BIP Exchangeable LP Unit for every nine BIP Exchangeable LP Units held in connection with a unit split by way of a subdivision of the BIP Exchangeable LP Units. As of November 9, 2021, there were 987,106 BIP Exchangeable LP Units outstanding.
Each Exchangeable Share is exchangeable at the option of the holder for one Unit (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BIPC), subject to a call right held by the Partnership. As of November 9, 2021, there were 71,197,301 Exchangeable Shares outstanding.
In the third and fourth quarters of 2021, Brookfield Infrastructure Corporation Exchange Limited Partnership (“BIPC Exchange LP”), an indirect subsidiary of the Partnership, issued a total of 4,075,217 class B limited partnership units of BIPC Exchange LP (“BIPC Exchangeable LP Units” and collectively with the BIP Exchangeable LP Units, the “Exchangeable LP Units”) in connection with the IPL Acquisition. Each BIPC Exchangeable LP Unit is exchangeable for one Exchangeable Share. As of November 9, 2021, there were approximately 3,808,366 BIPC Exchangeable LP Units outstanding.
CONCURRENT UNIT PRIVATE PLACEMENT
Prior to the completion of this Offering and the Concurrent Unit Private Placement, Brookfield owns an approximate 29% interest in our Partnership, assuming the exchange of all of Brookfield’s RPUs.
Brookfield Infrastructure has entered into a subscription agreement with BIC setting forth the terms and conditions of the Concurrent Unit Private Placement pursuant to which BIC will purchase 7,104,300 RPUs at $56.304 per RPU, representing the Offering Price per Unit net of the Underwriters’ fee, for proceeds to Brookfield Infrastructure of approximately $400,000,507. The Underwriters will not receive any fees or commission on the RPUs purchased by BIC.
After giving effect to this Offering and the Concurrent Unit Private Placement, Brookfield will own 129,057,292 RPUs which, together with Brookfield’s existing interests in our Partnership, will represent a 30% interest in our Partnership assuming the exchange of all of Brookfield’s RPUs (approximately 30% if the Over-Allotment Option is exercised in full).
Neither the Prospectus nor this Prospectus Supplement qualifies the distribution of the RPUs to be issued pursuant to the Concurrent Unit Private Placement. The RPUs to be issued pursuant to the Concurrent Unit Private Placement will be subject to a statutory hold period. The Concurrent Unit Private Placement is subject to a number of conditions, including completion of definitive documentation and the concurrent closing of this Offering. The Concurrent Unit Private Placement provides for the issuance of RPUs