UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 11)

 

Under the Securities Exchange Act of 1934

 

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

(Name of Issuer)

 

Limited Partnership Units

(Title of Class of Securities)

 

G16252101

(CUSIP Number)

 

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 956-5182

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 17, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box .

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

 

 

 

 

SCHEDULE 13D
 
CUSIP No. G16252101
             
1  

Names of Reporting Persons

BROOKFIELD ASSET MANAGEMENT INC.

2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x — Joint Filing

3   SEC Use Only
4  

Source of Funds (See Instructions)

AF

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

6  

Citizenship or Place of Organization

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7  

Sole Voting Power

0 LIMITED PARTNERSHIP UNITS(1)

  8  

Shared Voting Power

137,982,130 LIMITED PARTNERSHIP UNITS(1)

  9  

Sole Dispositive Power

0 LIMITED PARTNERSHIP UNITS(1)

  10  

Shared Dispositive Power

137,982,130 LIMITED PARTNERSHIP UNITS(1)

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

137,982,130 LIMITED PARTNERSHIP UNITS(1)

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13  

Percent of Class Represented by Amount in Row (11)

31.2%(2) OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS

14   Type of Reporting Person (See Instructions)
    CO        
               

 

(1) This amount includes 73,395 limited partnership units (“Units”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) owned by BIG Holdings L.P. and 176,250 Units owned by BAM Infrastructure Group L.P., each a wholly-owned subsidiary of Brookfield Asset Management Inc. (“Brookfield”). This amount also includes 100,262,992 redeemable partnership units of Brookfield Infrastructure L.P. (“RPUs”) owned by BIP REU Holdings (2015) L.P., a wholly-owned subsidiary of Brookfield, 15,562,000 RPUs owned by BIP REU Holdings (2016) L.P., a wholly-owned subsidiary of Brookfield, 6,128,000 RPUs owned by BIP REU Holdings (2019) L.P., a wholly-owned subsidiary of Brookfield, and 7,104,300 RPUs owned by Brookfield Investments Corporation, a wholly-owned subsidiary of Brookfield. This amount further includes 1,000,000 class A exchangeable subordinate voting shares (“exchangeable shares”) of Brookfield Infrastructure Corporation (“BIPC”) owned by Brookfield and 7,675,193 exchangeable shares owned by BIPC Holding LP, a wholly-owned subsidiary of Brookfield.

 

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). Each RPU is currently exchangeable for one Unit under certain circumstances.

 

(2) As of November 17, 2021, there were approximately 305,190,145 Units outstanding.

 

 

 

 

SCHEDULE 13D
 
CUSIP No. G16252101        
             
1  

Names of Reporting Persons

BAM PARTNERS TRUST

2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨ (b) x — Joint Filing

3   SEC Use Only
4  

Source of Funds (See Instructions)

OO

5  

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)

¨

6  

Citizenship or Place of Organization

ONTARIO

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  7  

Sole Voting Power

0 LIMITED PARTNERSHIP UNITS

  8  

Shared Voting Power

137,982,130 LIMITED PARTNERSHIP UNITS(1)

  9  

Sole Dispositive Power

0 LIMITED PARTNERSHIP UNITS

  10  

Shared Dispositive Power

137,982,130 LIMITED PARTNERSHIP UNITS(1)

11  

Aggregate Amount Beneficially Owned by Each Reporting Person

137,982,130 LIMITED PARTNERSHIP UNITS(1)

12  

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

¨

13  

Percent of Class Represented by Amount in Row (11)

31.2%(2) OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS

14   Type of Reporting Person (See Instructions)
    OO        
                     

 

(1) This amount includes the Units, RPUs and exchangeable shares beneficially owned by Brookfield.

 

(2) As of November 17, 2021, there were approximately 305,190,145 Units outstanding.

 

 

 

 

SCHEDULE 13D
 
CUSIP No. G16252101

 

Explanatory Note

 

This Amendment No. 11 (this “Amendment No. 11”) to Schedule 13D is being filed to reflect, among other things, (i) the removal of Partners Limited (“Partners”) and Partners Value Investments L.P. (“Value Investments”) as Reporting Persons (as defined in the original Schedule 13D), (ii) the addition of BAM Partners Trust, a trust established under the laws of the Province of Ontario (the “BAM Partnership”), as a Reporting Person and (iii) the closing on November 17, 2021 of the previously announced equity offering of limited partnership units of the Brookfield Infrastructure Partners L.P., which included a concurrent private placement (the “Private Placement”) to Brookfield Investments Corporation (“BIC”), a subsidiary of Brookfield Asset Management Inc. (“Brookfield”), of 7,104,300 redemption-exchange units (“RPUs”) of Brookfield Infrastructure L.P. (“Holding LP”), which are exchangeable for limited partnership units of the Partnership (the “Units”) under certain circumstances.

 

Information and defined terms reported in the original Schedule 13D, as amended through Amendment No. 10 thereto (the “Schedule 13D”), remain in effect except to the extent that it is amended or superseded by information or defined terms contained in this Amendment No. 11.

 

Item 2. Identity and Background

 

The BAM Partnership shall be deemed a “Reporting Person” and each of Partners and Value Investments shall not be deemed to be a “Reporting Person” for purposes of this Schedule 13D, as amended hereby. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 11.

 

Item 2(a) of the original Schedule 13D is hereby amended to remove reference to Partners and Value Investments, including subsections (ii) and (iii), and supplemented to add new section (ii) as follows:

 

(ii) BAM Partners Trust (the “BAM Partnership”), a trust formed under the laws of the Province of Ontario. The trustee of the BAM Partnership is BAM Class B Partners Inc., an Ontario corporation (“BAM Partners”). In accordance with the previous announcement in Brookfield’s management information circular dated April 27, 2020, Partners closed the transfer of 85,120 class B limited voting shares of Brookfield (the “BAM Class B Shares”) on April 6, 2021, representing 100% of such shares, to the BAM Partnership. The BAM Class B Shares entitle the holders thereof to appoint one half of the board of directors of Brookfield.

 

Item 2(b)-(c), (f) of the original Schedule 13D is hereby amended to remove references to Partners and Value Investments, including the schedules of directors and officers thereof, and supplemented as follows:

 

BAM Partners is the trustee of the BAM Partnership, and the principal business address of BAM Partners and the BAM Partnership is Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada.

 

Schedule I to this Amendment No. 11 sets forth a list of updated names of directors and executive officers of Brookfield (to be included as “Scheduled Persons” for purposes of this Schedule 13D), and their respective principal occupations, addresses, and citizenships.

 

Schedule II to this Amendment No. 11 sets forth a list of all of the directors and officers (to be included as “Scheduled Persons” for purposes of this Schedule 13D) of BAM Partners, as trustee of the BAM Partnership, and their respective principal occupations, addresses, and citizenships.

 

Item 2(d)-(e) of the original Schedule 13D is hereby amended to remove reference to Partners and Value Investments, and supplemented as follows:

 

 

 

 

During the last five years, none of Reporting Persons and, to their respective knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby supplemented as follows:

 

In connection with the Private Placement, BIC and Holding LP entered into a subscription agreement, dated as of November 17, 2021 (the “Subscription Agreement”), which provided for the purchase by BIC of 7,104,300 RPUs at $56.304 per unit using working capital and deliverable at closing on or about November 17, 2021.

 

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is incorporated herein by reference as Exhibit 13.

 

Item 4. Purpose of Transaction.

 

Item 4 of the original Schedule 13D is hereby supplemented as follows:

 

The information set forth in Item 3 of this Amendment No. 11 is hereby incorporated by reference.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a)-(b) of the Schedule 13D are hereby amended as follows:

 

(a)-(b) The information provided in the cover pages of this Amendment No. 11 is hereby incorporated by reference. Assuming that all of the RPUs of Holding LP were exchanged for Units pursuant to the redemption-exchange mechanism and all exchangeable shares of BIPC held by the Reporting Persons were exchanged for Units, as of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of 137,982,130 Units, and such Units would constitute approximately 31.2% of the issued and outstanding Units based on the number of Units outstanding as of November 17, 2021. Brookfield holds hold the Units, RPUs and exchangeable shares, as applicable, directly or in one or more wholly-owned subsidiaries.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Item 6 of the original Schedule 13D is hereby amended and supplemented as follows:

 

The information set forth in Item 3 of this Amendment No. 11 is hereby incorporated by reference.

 

As of November 17, 2021, Brookfield may deliver up to 64,686,098 Units to satisfy exchanges of exchangeable shares in accordance with the terms of the Rights Agreement.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 of Schedule 13D is hereby amended and supplemented as follows:

 

Exhibit 11. Joint Filing Agreement, dated November 22, 2021

 

Exhibit 13. Subscription Agreement dated November 17, 2021 by and between Brookfield Investments Corporation and Brookfield Infrastructure L.P.

 

 

 

 

SCHEDULE 13D
 
CUSIP No. G16252101        

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated: November 22, 2021 BROOKFIELD ASSET MANAGEMENT INC.
   
  By: /s/ Kathy Sarpash
    Name: Kathy Sarpash
    Title: Senior Vice President
     
  BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
   
  By: /s/ Kathy Sarpash
    Name: Kathy Sarpash
    Title: Secretary

 

 

 

 

SCHEDULE I

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of

Officer or Director

 

Principal Business

Address

 

Principal Occupation or

Employment

  Citizenship
           
M. Elyse Allan, Director  

181 Bay Street, Suite 300

Toronto, Ontario

M5J 2T3, Canada

  Corporate Director   Canada and U.S.A.
           
Justin B. Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer   181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Managing Partner, Head of Corporate Strategy & Chief Legal Officer   Canada
           

Jeffrey M. Blidner,

Vice Chair and Director

 

181 Bay Street, Suite 300

Toronto, Ontario

M5J 2T3, Canada

  Vice Chair, Brookfield   Canada
           
Angela F. Braly, Director   250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.   Corporate Director   U.S.A.
           
Jack L. Cockwell, Director  

51 Yonge Street, Suite 400

Toronto, Ontario

M5E 1J1, Canada

  Chair of Brookfield Partners Foundation   Canada
           
Marcel R. Coutu, Director  

Suite 1210

225 – 6th Ave. S.W.

Calgary, Alberta

T2P 1N2, Canada

  Corporate Director   Canada
           
Bruce Flatt, Director and Chief Executive Officer   One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.   Chief Executive Officer, Brookfield   Canada
           
Janice Fukakusa, Director   181 Bay Street, Suite 300
Toronto, Ontario
M5J 2T3, Canada
  Corporate Director   Canada
           
Nicholas H. Goodman, Managing Partner, Chief Financial Officer  

181 Bay Street, Suite 300

Toronto, Ontario

M5J 2T3, Canada

  Managing Partner, Chief Financial Officer, Brookfield   United Kingdom
           

Maureen Kempston Darkes,

Director

 

181 Bay Street, Suite 300

Toronto, Ontario

M5J 2T3, Canada

  Corporate Director   Canada
           

Brian W. Kingston,

Managing Partner, Chief Executive Officer Real Estate

  250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.   Managing Partner, Chief Executive Officer Real Estate of Brookfield   Canada
           
Brian D. Lawson, Vice Chair and Director   181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Vice Chair, Brookfield   Canada
             
Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity   181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada   Managing Partner, Chief Executive Officer of Private Equity of Brookfield   Canada
           
Howard S. Marks, Director   333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.   Co-Chairman, Oaktree Capital Management Inc.   U.S.A.

 

 

 

 

Frank J. McKenna, Director  

TDCT Tower

161 Bay Street, 35th Floor

Toronto, Ontario

M5J 2T2, Canada

  Chair of Brookfield and Deputy Chair of TD Bank Group   Canada
         
Rafael Miranda, Director   C/Santiago de Compostela 100 28035 Madrid, Spain   Corporate Director   Spain
         
Craig Noble, Managing Partner, Chief Executive Officer Alternative Investments  

181 Bay Street, Suite 300

Toronto, Ontario

M5J 2T3, Canada

  Managing Partner, Chief Executive Officer Alternative Investments of Brookfield   Canada
             
Hutham S. Olayan, Director   505 Park Avenue, New York, NY 10022, U.S.A.   Chair of The Olayan Group   U.S.A. and Saudi Arabia
         
Lori Pearson, Managing Partner and Chief Operating Officer   181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Managing Partner and Chief Operating Officer of Brookfield   Canada
         

Samuel J.B. Pollock,

Managing Partner, Chief Executive Officer Infrastructure

  181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Managing Partner, Chief Executive Officer Infrastructure of Brookfield   Canada
         

Lord Augustine Thomas O’Donnell,

Director

 

Frontier Economics, 71 High Holborn, London U.K.

WC1V 6DA

  Chair of Frontier Economics Limited   United Kingdom
         
Ngee Huat Seek, Director  

501 Orchard Road, #08 — 01

Wheelock Place, Singapore 238880

  Chair, GLP IM Holdings Limited   Singapore
         
Sachin G. Shah, Managing Partner, Chief Investment Officer   181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Managing Partner, Chief Investment Officer, Brookfield   Canada
         
Diana L. Taylor, Director  

c/o Bloomberg, Philanthropies, 25

East 78th Street, New York, N.Y. 10075

  Corporate Director   U.S.A. and Canada
             
Connor Teskey. Managing Partner, Chief Executive Officer Renewable Power   One Canada Square, Level 25, Canary Wharf, London, UK E14 5AA   Managing Partner, Chief Executive Officer Renewable Power, Brookfield   Canada

 

 

 

 

SCHEDULE II

 

BAM CLASS B PARTNERS INC.

 

Name and Position of

Officer or Director

  Principal Business Address  

Principal Occupation or

Employment

  Citizenship

Jack L. Cockwell,

Director and Vice President

 

51 Yonge Street, Suite 400,

Toronto, Ontario M5E 1J1,

Canada

  Chair of Brookfield Partners Foundation   Canada
       

Bruce Flatt,

Director and Vice President

 

181 Bay Street, Suite 300,

Toronto, Ontario M5J 2T3,

Canada

  Chief Executive Officer, Brookfield   Canada
       

Brian D. Lawson,

Director and President

 

181 Bay Street, Suite 300,

Toronto, Ontario M5J 2T3,

Canada

  Vice Chair, Brookfield   Canada
       

Kathy Sarpash,

Secretary

 

181 Bay Street, Suite 300,

Toronto, Ontario M5J 2T3,

Canada

  Senior Vice-President of Brookfield   Canada

 

 

 

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