Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 12 2021 - 06:04AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration Nos. 333-232256, 333-255051
and 333-255051-01
November 10, 2021
term
SHEET
Brookfield Infrastructure Partners L.P.
Offering of Limited Partnership Units
and
Brookfield Infrastructure Corporation
Offering of Class A Exchangeable Subordinate Voting
Shares
Term Sheet |
November 10, 2021 |
Final base shelf prospectuses containing important information
relating to the securities described in this document have been
filed with the securities regulatory authorities in each of the
provinces and territories of Canada. Copies of the final base shelf
prospectuses, any applicable amendment thereto and any applicable
shelf prospectus supplement that has been filed, is required to be
delivered with this document.
This document does not provide full disclosure of all material
facts relating to the securities offered. Investors should read the
final base shelf prospectuses, any amendment and any applicable
shelf prospectus supplement for disclosure of those facts,
especially risk factors relating to the securities offered, before
making an investment decision.
Prospective investors should be aware that the acquisition of
the securities offered may have tax consequences. Such consequences
for investors who are resident in or citizens of Canada may not be
described fully in the final base shelf prospectuses or any
applicable shelf prospectus supplement. Prospective investors
should consult their own tax advisors with respect to their
particular circumstances.
Issuers: |
Brookfield
Infrastructure Partners L.P. (“BIP” or the
“Partnership”); and Brookfield Infrastructure Corporation
(“BIPC” or the “Corporation”). |
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|
Issue: |
Public
treasury offerings of limited partnership units (“Units”) of
the Partnership (the “Unit Offering”) and class A
exchangeable subordinate voting shares (the “Exchangeable
Shares”) of the Corporation (the “Exchangeable
Share Offering” and together with the Unit Offering, the
“Offerings”) for aggregate gross proceeds of US$600 million,
in such amounts as the Underwriters (as hereinafter described) may
determine, together with concurrent private placements to
Brookfield Investments Corporation (“BIC”), a subsidiary of
Brookfield Asset Management Inc., of redeemable
partnership units (“RPUs”) of Brookfield Infrastructure L.P.
and/or Exchangeable Shares discussed further below (the
“Concurrent Private Placements”). |
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|
Issue
Size: |
US$1,000,000,000
consisting of US$600,000,000 to the public pursuant to the
Offerings and US$400,000,000 to BIC pursuant to the Concurrent
Private Placements. |
|
|
Issue
Prices: |
US$58.65
per Unit and US$62.70 per Exchangeable Shares under the
Offerings. |
|
|
Over-Allotment
Options: |
Each
of the Partnership and the Corporation has granted the Underwriters
an over-allotment option to purchase up to an additional 15% of the
Units and 15% of the Exchangeable Shares, as applicable, sold in
the Offerings at their respective Issue Prices, exercisable for a
30-day period following the closing of the Offerings. |
|
|
Concurrent
Private Placements: |
BIC
will participate in one or more private placements at the
respective Issue Prices (net of underwriting commissions)
concurrent with the Offerings pursuant to which BIC will acquire an
aggregate of US$400,000,000 RPUs and/or Exchangeable
Shares. |
|
|
Use
of Proceeds: |
Each
of the Partnership and the Company intend to use the net proceeds
from the Offerings, together with the proceeds of the Concurrent
Private Placements received, to fund an active and advanced
pipeline of new investment opportunities, including near-term
organic growth capital requirements, and for general working
capital purposes. |
BIP
Distribution Policy: |
Distributions
are payable by the Partnership on a quarterly basis at the
discretion of the Board of Directors of the general partner of the
Partnership. The first distribution in which the purchasers of
Units will be eligible to participate, if they continue to own the
Units, will be for the fourth quarter of 2021, as and when declared
by the Partnership’s general partner. |
|
|
BIPC
Dividend Policy: |
Holders
of Exchangeable Shares will be entitled to receive dividends as and
when declared by the Board of Directors of the Corporation. It is
expected that each Exchangeable Share will receive identical
dividends to the distributions paid on each Unit. The first
dividend in which the purchasers of the Exchangeable Shares will be
eligible to participate, if they continue to own the Exchangeable
Shares, will be for the fourth quarter of 2021, as and when
declared by the Corporation. |
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|
Form of
Offering: |
The Units will be offered: (i) in each of the provinces and
territories of Canada by way of a prospectus supplement under the
Partnership’s Canadian short form base shelf prospectus dated
July 23, 2021; (ii) in the United States by way of a
prospectus supplement together with the Partnership’s U.S. base
shelf prospectus dated May 17, 2021; (iii) and
internationally as expressly permitted by the Partnership.
The Exchangeable Shares will be offered: (i) in each of the
provinces and territories of Canada by way of a prospectus
supplement under the Corporation’s and the Partnership’s Canadian
short form base shelf prospectus dated July 2, 2020;
(ii) in the United States by way of a prospectus supplement
together with the Corporation’s and the Partnership’s U.S. base
shelf prospectus dated April 16, 2021; (iii) and
internationally as expressly permitted by the Partnership.
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|
Eligibility
for Investment: |
The
Units and the Exchangeable Shares are eligible for RRSPs, RRIFs,
DPSPs, RESPs, RDSPs and TFSAs. |
|
|
Listings: |
The existing Units are listed on the Toronto Stock Exchange
(“TSX”) and the New York Stock Exchange (“NYSE”)
under ticker symbols “BIP.UN” and “BIP”, respectively.
The existing Exchangeable Shares are listed on the TSX and NYSE
under ticker symbol “BIPC”.
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|
|
Exchange
by Holders of Exchangeable Shares: |
Each
Exchangeable Share will be 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 the Corporation). |
Other
Provisions: |
Each
of the Partnership and the Corporation has agreed with the
Underwriters that neither the Partnership, the Corporation nor any
of their subsidiaries will, nor will any of them announce any
intention to, directly or indirectly, for a period commencing on
the date hereof and ending 60
days after the respective dates of the underwriting agreements to
be entered into in connection with the Offerings (the
“Underwriting Agreements”), without the prior written
consent of RBC Dominion Securities Inc., BMO Nesbitt Burns Inc.,
CIBC World Markets Inc., National Bank Financial Inc. and Wells
Fargo Securities Canada, Ltd. (collectively, the “Joint
Bookrunners”), acting reasonably, (i) offer or sell, or
enter into an agreement to offer or sell any Units, Exchangeable
Shares or other securities of the Partnership or the Corporation,
or securities convertible into, exchangeable for, or otherwise
exercisable into, any Units, Exchangeable Shares or other
securities of the Partnership or the Corporation, other than
(A) the issuance of Units and Exchangeable Shares pursuant to
the Offerings; (B) the issuance of RPUs and Exchangeable
Shares pursuant to the Concurrent Private Placements; (C) the
sale of additional Units and Exchangeable Shares pursuant to any
over-allotment option in connection with the Offerings;
(D) for purposes of directors’, officers’ or employee
incentive plans; (E) pursuant to the Partnership’s
distribution reinvestment plan; (F) to satisfy existing
instruments of the Partnership or the Corporation or their
respective subsidiaries issued at the date hereof; (G) Units
or Exchangeable Shares issued in connection with an arm’s-length
acquisition, merger, consolidation or amalgamation with any company
or companies as long as the party receiving such Units or
Exchangeable Shares agrees to be similarly restricted; (H) the
issuance of Units pursuant to the exchange, redemption or
acquisition of Exchangeable Shares or RPUs that are outstanding on
the date hereof or that are issuable in connection with the
Offerings (or the filing of any registration statement in respect
thereof) or any over-allotment option in connection with the
Offerings, if any, or the Concurrent Private Placements;
(I) the issuance of Units pursuant to the exchange of
exchangeable limited partnership units of Brookfield Infrastructure
Partners Exchange LP that are outstanding on the date hereof;
(J) the issuance of Exchangeable Shares pursuant to the
exchange of class B limited partnership units of Brookfield
Infrastructure Corporation Exchange Limited Partnership that are
outstanding on the date hereof, and the issuance of any Units that
are issuable pursuant to the exchange, redemption or acquisition of
such Exchangeable Shares; (K) debt securities or preferred
limited partnership units of the Partnership or preferred shares
not convertible into Units or Exchangeable Shares; and (L) a
transfer by the Partnership or the Corporation to an affiliate of
any securities of the Partnership or the Corporation or securities
convertible into, exchangeable for, or otherwise exercisable into
securities of the Partnership or the Corporation, or
(ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences
of ownership of Units or the Exchangeable
Shares. |
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Trade
Date: |
November 11,
2021. |
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Bookrunners: |
RBC
Capital Markets, BMO Capital Markets, CIBC Capital Markets,
National Bank Financial Inc. and Wells Fargo
Securities. |
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Closing
Date: |
On or
about November 17, 2021. |
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Underwriting
Fees: |
4.00%
on each of the Offerings. |
Each of the Partnership and the Corporation has filed a
Registration Statement on Form F-3 (including a prospectus)
with the United States Securities and Exchange Commission (the
“SEC”) in respect of the Offerings. Before you invest, you
should read the prospectus in each Registration Statement and other
documents that the Partnership and the Corporation have filed with
the SEC for more complete information about the Partnership, the
Corporation and the Offerings. The Partnership and the Corporation
will also be filing a prospectus supplement relating to the Unit
Offering and the Exchangeable Share Offering, as applicable, 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,
the Corporation, 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.
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