Filed Pursuant to Rule 424(b)(5)
Registration File Nos. 333-255051 and 255051-01
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 16, 2021
Brookfield Infrastructure Corporation
Brookfield Infrastructure Partners L.P.
$116,678,430
1,860,900 Class A Exchangeable Subordinate Voting Shares of Brookfield Infrastructure Corporation
Up to 1,860,900 Limited Partnership Units of Brookfield Infrastructure Partners L.P. (issuable or deliverable upon exchange, redemption or acquisition of Class A Exchangeable Subordinate Voting Shares)
This offering (this “Offering”) of class A exchangeable subordinate voting shares (the “Exchangeable Shares”) of Brookfield Infrastructure Corporation (the “Company”) under this prospectus supplement (this “Prospectus Supplement”) consists of 1,860,900 Exchangeable Shares (collectively, with the Exchangeable Shares issuable upon exercise of the Over-Allotment Option (as defined below), the “Offered Exchangeable Shares”) at a price of $62.70 per Offered Exchangeable Share (the “Offering Price”). The first dividend in which the purchasers of Offered Exchangeable Shares will be eligible to participate, if they continue to own the Offered Exchangeable Shares, will be for the fourth quarter of 2021, as and when declared by the Company.
Brookfield Infrastructure Partners L.P. (the “Partnership”) is also offering (the “Concurrent BIP Offering”) 8,240,800 limited partnership units (the “Units”) of the Partnership at a price of $58.65 per Unit under a separate prospectus supplement dated November 11, 2021 to its registration statement on Form F-3 dated June 21, 2019, as amended on May 17, 2021. The closing of the Concurrent BIP Offering is expected to occur on or about November 17, 2021. The closing of this Offering is conditioned on the substantially simultaneous closing of the Concurrent BIP Offering. The aggregate amount of this Offering and the Concurrent BIP Offering is expected to be $600,001,350. Concurrent with the closing of the Concurrent BIP Offering, Brookfield Investments Corporation (“BIC”), a subsidiary of Brookfield Asset Management Inc. (collectively with its related entities (other than Brookfield Infrastructure (as defined below) and the Company, “Brookfield”) will, pursuant to an exemption from the Canadian prospectus and U.S. prospectus registration requirements (the “Concurrent Unit Private Placement”), purchase 7,104,300 redeemable partnership units (“RPUs”) of Brookfield Infrastructure L.P. (the “Holding LP”) at $56.304 per RPU, representing the offering price per Unit of the Concurrent BIP Offering net of underwriting commissions payable by the Partnership. See “Concurrent Unit Private Placement”.
Our Exchangeable Shares are listed for trading under the symbol “BIPC” on the Toronto Stock Exchange (the “TSX”) and “BIPC” on the New York Stock Exchange (the “NYSE”).
Investing in the Exchangeable Shares involves risks. See “Risk Factors” beginning on page S-3 of this Prospectus Supplement, beginning on page 2 of the accompanying prospectus of our Partnership dated April 16, 2021 (the “Prospectus”), the risk factors included in our most recent annual report on Form 20-F for the fiscal year ended December 31, 2020 (our “Annual Report”), and in other documents incorporated by reference in this Prospectus Supplement.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Price
to Public
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Underwriters’
Fee(1)
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Net Proceeds
to the Company(2)
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Per Exchangeable Share
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$62.70
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$2.508
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$60.192
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Total(3)
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$116,678,430
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$4,667,137
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$112,011,293
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(1)
The Underwriters’ fee is equal to 4.00% of the gross proceeds of this Offering. See “Underwriting (Conflicts of Interest)”.
(2)
Before deduction of the Company’s expenses of this Offering, estimated at $1,000,000, which, together with the Underwriters’ fee, will be paid from the proceeds of this Offering.
(3)
The Company has granted to the Underwriters the right (the “Over-Allotment Option”), exercisable until the date which is 30 days following the closing of this Offering, to purchase from the Company on the same terms up to 279,100 Exchangeable Shares, being a number equal to approximately 15% of the number of initial offered Exchangeable Shares sold in this Offering. If the Over-Allotment Option is exercised in full, the total price to the public will be $134,178,000, the Underwriters’ fee will be $5,367,120 and the net proceeds to the Company will be $128,810,880. This Prospectus Supplement also qualifies the grant of the Over-Allotment Option. A purchaser who acquires Offered Exchangeable Shares forming part of the Underwriters’ over-allocation position acquires those Exchangeable Shares under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.
The Underwriters (as defined below) expect to deliver the initial Exchangeable Shares on or about November 17, 2021 through the book-entry facilities of The Depository Trust Company.
Joint Book-Running Managers
RBC Capital MarketsBMO Capital MarketsCIBC Capital Markets
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National Bank Financial Inc.
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Wells Fargo Securities
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The date of this Prospectus Supplement is November 11, 2021