On March 1, 2022, Center Coast Brookfield MLP & Energy
Infrastructure Fund (NYSE: CEN) learned of a definitive agreement
outlining a potential transaction involving its investment in KKR
Eagle Co-Invest LP (the “Private Investment”), which is a private
vehicle through which CEN holds an indirect investment in Veresen
Midstream Limited Partnership (“VMLP”), a privately owned Canadian
natural gas and natural gas liquids midstream business. VMLP
focuses on providing natural gas and natural gas liquids processing
service solutions to the producer community in Alberta and British
Columbia, Canada. Upon the consummation of this transaction, VMLP
is expected to be combined with Energy Transfer Canada and
additional natural gas gathering and processing assets currently
owned by Pembina Pipeline Corporation (TSX: PPL). The resulting
joint venture (“NewCo”) will be one of the largest, most
diversified natural gas infrastructure platforms in Canada and will
be 60% owned by PPL and 40% owned by Kohlberg Kravis Roberts &
Co. L.P. (“KKR”) and its funds and affiliates, including the
Private Investment.
NewCo is expected to have a better commercial
and leverage profile and benefit from increased efficiencies and
economies of scale, creating a platform of critical natural gas
infrastructure with greater customer diversity, significant
synergies, reduced costs, and a well-respected management team. PPL
and KKR have further communicated that NewCo will integrate
Environmental, Social and Governance (ESG) considerations into its
governance structure, and the assets will be included in PPL’s
target of achieving a 30 percent reduction in greenhouse gas
emissions intensity by 2030, against a 2019 baseline.
CEN is reviewing the available information and
has been in communication with KKR. At this time, CEN’s fair market
valuation of the Private Investment is not expected to be adjusted
due to the potential transaction. CEN’s position on valuation of
its Private Investment is subject to change at any time as more
information becomes available. Following an initial analysis of the
potential transaction, we believe the business combination
resulting in NewCo may be modestly accretive. CEN has not been
asked, and does not anticipate that it will be asked, to contribute
additional capital in view of the potential transaction.
PPL and KKR have indicated that the transaction
is expected to close in the second half of 2022, subject to
customary closing conditions and regulatory approvals.
Forward-Looking Statements
Certain statements made in this news release that are not
historical facts are referred to as "forward-looking statements"
under the U.S. federal securities laws. Actual future results or
occurrences may differ significantly from those anticipated in any
forward-looking statements due to numerous factors. Generally, the
words "believe," "expect," "intend," "estimate," "anticipate,"
"project," "will" and similar expressions identify forward-looking
statements, which generally are not historical in nature.
Forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ from the
historical experience of Brookfield Public Securities Group LLC
(“PSG”) and the Fund managed by PSG and its present expectations or
projections. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. PSG and
the Fund managed by PSG undertake no responsibility to update
publicly or revise any forward-looking statements.
PSG is an SEC-registered investment adviser that
represents the Public Securities platform of Brookfield Asset
Management Inc., providing global listed real assets strategies
including real estate equities, infrastructure equities, energy
infrastructure equities, multi-strategy real asset solutions and
real asset debt. With over $20 billion of assets under management
as of December 31, 2021, PSG manages separate accounts, registered
funds and opportunistic strategies for financial institutions,
public and private pension plans, insurance companies, endowments
and foundations, sovereign wealth funds and individual investors.
PSG is a wholly owned subsidiary of Brookfield Asset Management
Inc., a leading global alternative asset manager with approximately
$690 billion of assets under management as of December 31, 2021.
For more information, go to
https://publicsecurities.brookfield.com/.
Center Coast Brookfield MLP & Energy
Infrastructure Fund is managed by PSG. The Fund uses its website as
a channel of distribution of material information about the Fund.
Financial and other material information regarding the Fund is
routinely posted on and accessible at
https://publicsecurities.brookfield.com/.
COMPANY CONTACTCenter Coast
Brookfield MLP & Energy Infrastructure Fund
Brookfield Place250 Vesey Street, 15th FloorNew
York, NY 10281-1023(855)
777-8001publicsecurities.enquiries@brookfield.com
Investing involves risk; principal loss
is possible. Past performance is not a guarantee of future
results.
RisksThe outbreak of an
infectious respiratory illness caused by a novel coronavirus known
as "COVID-19" is causing materially reduced consumer demand and
economic output, disrupting supply chains, resulting in market
closures, travel restrictions and quarantines, and adversely
impacting local and global economies. As with other serious
economic disruptions, governmental authorities and regulators are
responding to this crisis with significant fiscal and monetary
policy changes, including by providing direct capital infusions
into companies, introducing new monetary programs and considerably
lowering interest rates, which in some cases resulted in negative
interest rates. These actions, including their possible unexpected
or sudden reversal or potential ineffectiveness, could further
increase volatility in securities and other financial markets,
reduce market liquidity, heighten investor uncertainty and
adversely affect the value of the Fund’s investments and the
performance of the Fund. Markets generally and the energy sector
specifically, including master limited partnerships (“MLPs”) and
energy infrastructure companies in which the Fund invests, have
also been adversely impacted by reduced demand for oil and other
energy commodities as a result of the slowdown in economic activity
resulting from the spread of COVID-19 and by price competition
among key oil-producing countries. While some vaccines have been
developed and approved for use by various governments, the
political, social, economic, market and financial risks of COVID-19
could persist for years to come. These developments have and may
continue to adversely impact the Fund's NAV and the market price of
the Fund's common shares.
The Fund’s investments are concentrated in the
energy infrastructure industry with an emphasis on securities
issued by MLPs, which may increase price fluctuation. The value of
commodity-linked investments such as the MLPs and energy
infrastructure companies (including midstream MLPs and energy
infrastructure companies) in which the Fund invests are subject to
risks specific to the industry they serve, such as fluctuations in
commodity prices, reduced volumes of available natural gas or other
energy commodities, slowdowns in new construction and acquisitions,
a sustained reduced demand for crude oil, natural gas and refined
petroleum products, depletion of the natural gas reserves or other
commodities, changes in the macroeconomic or regulatory
environment, environmental hazards, rising interest rates and
threats of attack by terrorists on energy assets, each of which
could affect the Fund’s profitability.
MLPs are subject to significant regulation and
may be adversely affected by changes in the regulatory environment
including the risk that an MLP could lose its tax status as a
partnership. If an MLP was obligated to pay federal income tax on
its income at the corporate tax rate, the amount of cash available
for distribution would be reduced and such distributions received
by the Fund would be taxed under federal income tax laws applicable
to corporate dividends received (as dividend income, return of
capital, or capital gain).
In addition, investing in MLPs involves
additional risks as compared to the risks of investing in common
stock, including risks related to cash flow, dilution and voting
rights. Such companies may trade less frequently than larger
companies due to their smaller capitalizations which may result in
erratic price movement or difficulty in buying or selling.
The Fund is a non-diversified, closed-end
management investment company. As a result, the Fund’s returns may
fluctuate to a greater extent than those of a diversified
investment company. Shares of closed-end management investment
companies, such as the Fund, frequently trade at a discount to
their net asset value, which may increase investors’ risk of loss.
The Fund is not a complete investment program and you may lose
money investing in the Fund.
Because of the Fund’s concentration in MLP
investments, the Fund is not eligible to be treated as a “regulated
investment company” under the Internal Revenue Code of 1986, as
amended. Instead, the Fund will be treated as a regular
corporation, or “C” corporation, for U.S. federal income tax
purposes and, as a result, unlike most investment companies, will
be subject to corporate income tax to the extent the Fund
recognizes taxable income.
An investment in MLP units involves risks that
differ from a similar investment in equity securities, such as
common stock, of a corporation. Holders of MLP units have the
rights typically afforded to limited partners in a limited
partnership. As compared to common shareholders of a corporation,
holders of MLP units have more limited control and limited rights
to vote on matters affecting the partnership. There are certain tax
risks associated with an investment in MLP units. Additionally,
conflicts of interest may exist between common unit holders,
subordinated unit holders and the general partner of an MLP.
The Fund currently seeks to enhance the level of
its current distributions by utilizing financial leverage through
borrowing, including loans from financial institutions, or the
issuance of commercial paper or other forms of debt, through the
issuance of senior securities such as preferred shares, through
reverse repurchase agreements, dollar rolls or similar transactions
or through a combination of the foregoing. Financial leverage is a
speculative technique and investors should note that there are
special risks and costs associated with financial leverage.
Foreside Fund Services, LLC; distributor.
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