Brookfield Infrastructure Partners L.P. (“Brookfield
Infrastructure”) (NYSE: BIP; TSX: BIP.UN) today announced that the
Toronto Stock Exchange (the “TSX”) accepted a notice filed by
Brookfield Infrastructure of its intention to renew its normal
course issuer bid for its outstanding limited partnership units
(“LP Units”) and its class A preferred limited partnership units
(“Preferred Units”, together with LP Units, “Units”). Brookfield
Infrastructure Corporation (“BIPC”) (NYSE/TSX: BIPC) today
announced that the TSX accepted a notice filed by BIPC of its
intention to commence a normal course issuer bid for its
outstanding class A exchangeable subordinate voting shares
(“Exchangeable Shares”). Brookfield Infrastructure and BIPC believe
that in the event that Units or Exchangeable Shares, respectively,
trade in a price range that does not fully reflect their value, the
acquisition of Units or Exchangeable Shares, as applicable, may
represent an attractive use of available funds.
Under Brookfield Infrastructure’s normal course
issuer bid, the Board of Directors of the general partner of
Brookfield Infrastructure authorized Brookfield Infrastructure to
repurchase up to 5% of the issued and outstanding LP Units, or up
to 14,767,968 LP Units. At the close of business on October 30,
2020, there were 295,359,364 LP Units issued and outstanding. Under
Brookfield Infrastructure’s normal course issuer bid, it may
repurchase up to 91,732 LP Units on the TSX during any trading day,
which represents 25% of the average daily trading volume of 366,931
LP Units on the TSX for the six months ended October 31, 2020,
calculated in accordance with the rules of the TSX.
Brookfield Infrastructure currently has six
series of Preferred Units outstanding and that trade on the TSX.
Under Brookfield Infrastructure’s normal course issuer bid,
Brookfield Infrastructure is authorized to repurchase a total of up
to 10% of the total public float of each series of Preferred Units
as follows:
Series |
Ticker |
Issued andoutstandingunits1 |
Public float1 |
Averagedaily tradingvolume2 |
Maximum number ofunits subject
torepurchase3 |
|
|
|
|
|
Total |
Daily |
Series 1 |
BIP.PR.A |
4,989,265 |
4,989,265 |
2,401 |
498,926 |
1,000 |
Series 3 |
BIP.PR.B |
4,989,262 |
4,989,262 |
3,257 |
498,926 |
1,000 |
Series 5 |
BIP.PR.C |
9,986,588 |
9,980,738 |
5,846 |
998,073 |
1,461 |
Series 7 |
BIP.PR.D |
11,979,750 |
11,903,650 |
5,340 |
1,190,365 |
1,335 |
Series 9 |
BIP.PR.E |
7,986,595 |
7,986,595 |
4,564 |
798,659 |
1,141 |
Series 11 |
BIP.PR.F |
9,936,190 |
9,936,190 |
4,808 |
993,619 |
1,202 |
- Calculated as at October 30,
2020.
- For the 6 months ended October 31,
2020.
- In accordance with TSX rules, any
daily repurchases with respect to each of Series 5, Series 7,
Series 9 and Series 11 Preferred Units will be limited to 25% of
the average daily trading volume on the TSX of the respective
series and any daily repurchases with respect to each of Series 1
and Series 3 Preferred Units will be limited to 1,000 Preferred
Units.
Under BIPC’s normal course issuer bid, the Board
of Directors of BIPC authorized BIPC to repurchase up to 10% of the
total public float of Exchangeable Shares, or up to 3,618,425
Exchangeable Shares. At the close of business on October 30, 2020,
there were 44,971,091 Exchangeable Shares issued and outstanding
and 36,184,251 Exchangeable Shares in the public float. Under
BIPC’s normal course issuer bid, it may repurchase up to 27,420
Exchangeable Shares on the TSX during any trading day, which
represents 25% of the average daily trading volume of 109,682
Exchangeable Shares on the TSX for the six months ended October 31,
2020, calculated in accordance with the rules of the TSX.
Repurchases under each normal course issuer bid
are authorized to commence on November 12, 2020 and each normal
course issuer bid will terminate on November 11, 2021, or earlier
should Brookfield Infrastructure or BIPC, as applicable, complete
its repurchases under its respective normal course issuer bid prior
to such date.
Under Brookfield Infrastructure’s current normal
course issuer bid that commenced on November 12, 2019 and expires
on November 11, 2020, Brookfield Infrastructure previously sought
and received approval from the TSX to repurchase up to 14,672,644
LP Units, 498,926 Series 1 Preferred Units, 498,926 Series 3
Preferred Units, 998,658 Series 5 Preferred Units, 1,197,975 Series
7 Preferred Units, 798,659 Series 9 Preferred Units and 993,619
Series 11 Preferred Units. Brookfield Infrastructure has not
repurchased any Preferred Units under its current normal course
issuer bid in the past twelve months. As of November 9, 2020,
Brookfield Infrastructure has repurchased 100 LP Units under its
current normal course issuer bid through open market transactions
at a weighted average price of approximately US$33.86 per LP
Unit.
Repurchases of Series 1, Series 3, Series 5,
Series 7, Series 9 and Series 11 Preferred Units will be effected
through the facilities of the TSX and/or alternative trading
systems. Repurchases of LP Units and Exchangeable Shares will be
effected through the facilities of the TSX, the New York Stock
Exchange and/or alternative trading systems. All Units and
Exchangeable Shares acquired by Brookfield Infrastructure and BIPC,
respectively, under the applicable normal course issuer bid will be
cancelled. Repurchases will be subject to compliance with
applicable United States federal securities laws, including Rule
10b-18 under the United States Securities Exchange Act of 1934, as
amended, as well as applicable Canadian securities laws.
From time to time, when Brookfield
Infrastructure or BIPC does not possess material non-public
information about itself or its securities, it may enter into
automatic repurchase plans with its broker to allow for the
repurchase of Units or Exchangeable Shares, as applicable, subject
to certain trading parameters, at times when it ordinarily would
not be active in the market due to its own internal trading
blackout periods, insider trading rules or otherwise. Any such
plans entered into with the broker of Brookfield Infrastructure or
BIPC will be adopted in accordance with applicable Canadian and
U.S. securities laws including the requirements of Rule 10b5-1
under the U.S. Securities Exchange Act of 1934, as amended. Units
subject to an automatic repurchase plan may vary. Outside these
periods, Units and Exchangeable Shares will be repurchased in
accordance with management’s discretion, subject to applicable
law.
Brookfield Infrastructure is a
leading global infrastructure company that owns and operates
high-quality, long-life assets in the utilities, transport, energy
and data infrastructure sectors across North and South America,
Asia Pacific and Europe. We are focused on assets that generate
stable cash flows and require minimal maintenance capital
expenditures. 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 is the flagship listed
infrastructure company of Brookfield Asset Management, a global
alternative asset manager with approximately US$575 billion of
assets under management. For more information, go to
www.brookfield.com.
Contact information:
Media: |
Investors: |
Claire HollandSenior Vice
President, Communications Tel: (416) 369-8236Email:
claire.holland@brookfield.com |
Kate WhiteManager, Investor
Relations Tel: (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 “believes,” “may” 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
potential future repurchases by Brookfield Infrastructure of its
Units and by BIPC of its Exchangeable Shares pursuant to their
respective normal course issuer bids and, as applicable, automatic
repurchase plans. Although Brookfield Infrastructure and BIPC
believe 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 and
BIPC are subject to a number of known and unknown risks and
uncertainties. Factors that could cause actual results of
Brookfield Infrastructure and BIPC to differ materially from those
contemplated or implied by the statements in this news release
include: general economic conditions; interest rate changes;
availability of equity and debt financing; the performance of Units
and Exchangeable Shares or the stock exchanges generally; and other
risks and factors described in the documents filed by Brookfield
Infrastructure and BIPC with securities regulators in Canada and
the United States including under “Risk Factors” in Brookfield
Infrastructure’s most recent Annual Report on Form 20-F and other
risks and factors that are described therein. Except as required by
law, Brookfield Infrastructure and BIPC undertake 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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