all of the BIPC
Exchangeable LP Units). After giving effect to this Offering
and the Concurrent Exchangeable Share Private Placement (assuming
the exercise of the Over-Allotment Option in full), there will
be Exchangeable Shares outstanding (
Exchangeable Shares assuming the exchange of all of the BIPC
Exchangeable LP Units).
After giving effect to this
Offering and the Concurrent Exchangeable Share Private Placement,
Brookfield will own approximately % of the issued and
outstanding Exchangeable Shares ( % if the Over-Allotment Option
is exercised in full) and holders of Exchangeable Shares, excluding
Brookfield, will own % of the issued and outstanding
Exchangeable Shares ( % if the Over-Allotment Option is
exercised in full).
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.
DESCRIPTION OF PARTNERSHIP
CAPITAL
As of November 9, 2021,
there were 295,710,251 Units outstanding (417,663,243 Units
assuming the exchange of all of Brookfield’s RPUs and 493,656,016
Units on a fully-exchanged basis (assuming the exchange of all
RPUs, BIP Exchangeable LP Units (as defined below),
Exchangeable Shares and BIPC Exchangeable LP Units (as defined
below))), 4,989,265 Class A Preferred Units, Series 1,
4,989,262 Class A Preferred Units, Series 3, 11,979,750
Class A Preferred Units, Series 7, 7,986,595 Class A
Preferred Units, Series 9, 9,936,190 Class A Preferred
Units, Series 11, 8,000,000 Class A Preferred Units,
Series 13 and 8,000,000 Class A Preferred Units,
Series 14 outstanding, and no Class A Preferred Units,
Series 2, Class A Preferred Units, Series 4,
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.
See the Partnership’s Annual Report and “Description of Limited
Partnership Units” in the Prospectus for further information
regarding the principal rights, privileges, restrictions and
conditions attaching to the Units. After giving effect to this
Offering, the Concurrent Exchangeable Share Private Placement the
Concurrent BIP Offering and the Concurrent Unit Private Placement,
there will be Units outstanding (
Units on a fully-exchanged basis). After giving effect to this
Offering, the Concurrent Exchangeable Share Private Placement, the
Concurrent BIP Offering and the Concurrent Unit Private Placement
(assuming the exercise of the Over-Allotment Option and the BIP
Over-Allotment Option in full), there will be Units
outstanding ( Units on a fully exchanged
basis).
Brookfield now owns
approximately 27% of the Partnership on a fully-exchanged basis and
the remaining approximate 73% is held by public investors. After
giving effect to this Offering, the Concurrent Exchangeable Share
Private Placement, the Concurrent BIP Offering and the Concurrent
Unit Private Placement, Brookfield will own approximately % of
the Partnership on a fully-exchanged basis (approximately % if
the Over-Allotment Option and the BIP Over-Allotment Option are
exercised in full). See our Annual Report and “Description of
Limited Partnership Units ” in the Prospectus for further
information regarding the principal rights, privileges,
restrictions and conditions attaching to the Units.
On October 16, 2018,
Brookfield Infrastructure Partners Exchange LP
(“Exchange LP”),
a subsidiary of the 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