Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Brookfield Infrastructure Corporation
(Name of Issuer)
class A exchangeable subordinate voting shares, no par value
(Title of Class of Securities)
11275Q107
(CUSIP Number)
Justin B. Beber
Brookfield Asset Management Inc.
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 363-9491
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 5, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 11275Q107
1 | NAMES OF REPORTING PERSONS BROOKFIELD ASSET MANAGEMENT INC.
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
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 | ||||
8 | SHARED VOTING POWER 8,675,193(1) | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 8,675,193(1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,675,193 | |||||
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) 11.8%(2)(3) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
(1) This amount includes Class A Shares beneficially owned by BIPC Holding LP, BIPC GP Holdings Inc., BIG Holdings L.P., Brookfield Infrastructure Group Limited, BAM Infrastructure Group L.P. and BAM Limited.
(2) Percentage ownership is based on an aggregate 73,361,291 class A exchangeable voting shares (the “Class A Shares”) of the Brookfield Infrastructure Corporation (the “Issuer”) outstanding as of November 17, 2021.
(3) Brookfield Infrastructure Partners L.P. beneficially owns all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer. Together, Brookfield Asset Management Inc. and Brookfield Infrastructure Partners L.P. hold an approximate 78% voting interest in the Issuer.
CUSIP No. 11275Q107
1 | NAMES OF REPORTING PERSONS BAM PARTNERS TRUST
| |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ | |||||
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 | ||||
8 | SHARED VOTING POWER 8,675,193(4) | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 8,675,193(4)
|
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,675,193 (5) | |||||
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) 11.8%(5) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO |
(4) This amount consists of Class A Shares beneficially owned by Brookfield Asset Management Inc.
(5) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS BIPC HOLDING LP | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨(b) ¨ | |
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 | ||
8 |
SHARED VOTING POWER 7,675,193 | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 7,675,193 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,675,193 | |
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) 10.5%(6) | |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
(6) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS BIPC GP HOLDINGS INC. | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)¨ (b) ¨ | |
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 | ||
8 |
SHARED VOTING POWER 7,675,193 | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 7,675,193 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,675,193 | |
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) 10.5%(7) | |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
(7) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS BIG HOLDINGS L.P. | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)¨ (b) ¨ | |
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 MANITOBA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 7,675,193 | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 7,675,193 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,675,193 | |
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) 10.5%(8) | |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
(8) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS BROOKFIELD INFRASTRUCTURE GROUP LIMITED | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)¨ (b) ¨ | |
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 | ||
8 |
SHARED VOTING POWER 7,675,193 | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 7,675,193 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,675,193 | |
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) 10.5%(9) | |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
(9) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS BAM INFRASTRUCTURE GROUP L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||
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 MANITOBA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 7,675,193 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 7,675,193 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,675,193 | |||||
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) 10.5%(10) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
(10) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS BAM LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||
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 | ||||
8 | SHARED VOTING POWER 7,675,193 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 7,675,193 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,675,193 | |||||
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) 10.5%(11) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
(11) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS BROOKFIELD INFRASTRUCTURE GROUP BERMUDA LIMITED | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |||||
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 BERMUDA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER 0 | ||||
8 | SHARED VOTING POWER 0 | |||||
9 | SOLE DISPOSITIVE POWER 0 | |||||
10 | SHARED DISPOSITIVE POWER 0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |||||
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) 0% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
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 BERMUDA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 0 | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
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) 0% | |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO |
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS BROOKFIELD INFRASTRUCTURE PARTNERS L.P. | |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)¨ (b) ¨ | |
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 BERMUDA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER 0 | ||
8 |
SHARED VOTING POWER 0 | |||
9 |
SOLE DISPOSITIVE POWER 0 | |||
10 |
SHARED DISPOSITIVE POWER 0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 | |
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) 0%(12) | |
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN |
(12) Brookfield Infrastructure Partners L.P. beneficially owns all of the issued and outstanding class B multiple voting shares of the Issuer, which represent a 75% voting interest in the Issuer. Together, Brookfield Asset Management Inc. and Brookfield Infrastructure Partners L.P. hold an approximate 78% voting interest in the Issuer.
Explanatory Note
This Amendment No. 2 (this “Amendment No. 2”) to the Schedule 13D, originally filed on April 9, 2020 and as thereafter amended on July 31, 2020 (the “original 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 decrease in the beneficial ownership of Class A Shares (as defined in the original Schedule 13D) by the Reporting Persons resulting from an increase in the number of outstanding Class A Shares.
Information and defined terms reported in the original 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. 2.
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 99.7.
Item 2(a) of the original Schedule 13D is hereby amended to remove reference to Partners and Value Investments, including subsections (xi) and (xii), and supplemented to add new section (xi) as follows:
(xi) 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.
Schedules I to III to this Amendment No. 2 set forth a list of updated names of directors and executive officers of Brookfield, BIPL and BIGL (to be included as “Scheduled Persons” for purposes of this Schedule 13D), and their respective principal occupations, addresses, and citizenships.
Schedule IV to this Amendment No. 2 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 5. Interest in Securities of the Issuer.
Item 5(a)-(c) of the original Schedule 13D is hereby amended as follows:
(a)-(b) The aggregate number and percentage of Class A Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 8,675,193 shares, constituting approximately 11.8% of the Issuer’s currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.
(i) Brookfield
(a) | Brookfield may be deemed the beneficial owner of 8,675,193 Class A Shares, constituting a percentage of approximately 11.8%. |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 8,675,193 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 8,675,193 Class A Shares
(ii) BAM Partnership
(a) | BAM Partnership may be deemed the beneficial owner of 8,675,193 Class A Shares, constituting a percentage of approximately 11.8% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 8,675,193 Class A Shares
Sole power to dispo se or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 8,675,193 Class A Shares
(iii) BIPC Holding
(a) | BIPC Holding may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 7,675,193 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 7,675,193 Class A Shares
(iv) BIPC GP
(a) | BIPC GP may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 7,675,193 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 7,675,193 Class A Shares
(v) BIP
(a) | BIP does not beneficially own any Class A Shares |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 0 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 0 Class A Shares
(vi) BIPL
(a) | BIPL does not beneficially own any Class A Shares |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 0 Class A Share
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 0 Class A Shares
(vii) BIGBL
(a) | BIGBL does not beneficially own any Class A Shares |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 0 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 0 Class A Share
(viii) BIG Holdings
(a) | BIG Holdings may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 7,675,193 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 7,675,193 Class A Shares
(ix) BIGL
(a) | BIGL may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 7,675,193 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 7,675,193 Class A Shares
(x) BIG LP
(a) | BIG LP may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 7,675,193 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 7,675,193 Class A Shares
(xii) BAM Limited
(a) | BAM Limited may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 7,675,193 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 7,675,193 Class A Shares
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:
Brookfield and BIP hold an approximate 78% voting interest in the Issuer (as of November 17, 2021), BIP may receive up to 73,361,291 Class A Shares (as of November 17, 2021) in accordance with the terms of the Class A Shares and Brookfield may receive up to 64,686,098 Class A Shares (as of November 17, 2021) in accordance with the terms of the Rights Agreement.
Item 7. Materials to Be Filed as Exhibits.
Item 7 of the original Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.7 – Joint Filing Agreement, dated November 22, 2021
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
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 | ||
BIPC HOLDING LP, by its general partner BIPC GP HOLDINGS INC. | |||
By: | /s/ Albert Lin | ||
Name: | Albert Lin | ||
Title: | Secretary | ||
BIPC GP HOLDINGS INC. | |||
By: | /s/ Albert Lin | ||
Name: |
Albert Lin | ||
Title: | Secretary |
BIG HOLDINGS L.P., by its general partner BROOKFIELD INFRASTRUCTURE GROUP LIMITED | |||
By: | /s/ Albert Lin | ||
Name: |
Albert Lin | ||
Title: | Secretary | ||
BROOKFIELD INFRASTRUCTURE GROUP LIMITED | |||
By: | /s/ Albert Lin | ||
Name: |
Albert Lin | ||
Title: | Secretary | ||
BAM INFRASTRUCTURE GROUP L.P., by its general partner BAM LIMITED | |||
By: | /s/ Kathy Sarpash | ||
Name: | Kathy Sarpash | ||
Title: | Vice President and Secretary | ||
BAM LIMITED | |||
By: | /s/ Kathy Sarpash | ||
Name: |
Kathy Sarpash | ||
Title: | Vice President and Secretary | ||
BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | |||
By: | /s/ Jane Sheere | ||
Name: |
Jane Sheere | ||
Title: | Secretary |
BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | |||
By: | /s/ Jane Sheere | ||
Name: |
Jane Sheere | ||
Title: | Secretary | ||
BROOKFIELD INFRASTRUCTURE GROUP BERMUDA LIMITED | |||
By: | /s/ Jane Sheere | ||
Name: |
Jane Sheere | ||
Title: | Secretary |
SCHEDULE I
BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
Name and Position of |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Anne Schaumburg, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Corporate Director | U.S.A. | |||
Jeffrey M. Blidner, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Vice Chair of Brookfield | Canada | |||
William J. Cox, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | President and Chairman of Waterloo Properties | United Kingdom | |||
Roslyn Kelly, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Senior Managing Director of Mediobanca | Ireland | |||
John Mullen, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Chairman of Telstra, Brambles, and the unlisted entity Toll Group | Australia | |||
Daniel Muñiz Quintanilla, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Corporate Director | Mexico | |||
Derek Pannell, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Corporate Director | United Kingdom | |||
Rajeev Vasudeva, Director | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Chairman of Centum Learning Ltd. | India | |||
Gregory Ernest Alexander Morrison, President | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | President of Brookfield Bermuda Ltd | Canada | |||
Gregory Noel McConnie, Vice President | Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131 | President and CEO of Brookfield International Bank Inc. | Barbados | |||
James Alexander Bodi, Vice President | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | CEO of Brookfield Bermuda Ltd | Canada | |||
Jane Sheere, Secretary | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Manager – Corporate Services of Brookfield Bermuda Ltd | United Kingdom | |||
Anna Knapman-Scott, Assistant Secretary | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | Operations Manager and Legal Counsel of Brookfield Bermuda Ltd | Bermuda |
SCHEDULE II
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 | 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 III
BROOKFIELD INFRASTRUCTURE GROUP LIMITED
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Aaron Kline, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Director of Brookfield | Canada | |||
Mabel Wong, Director and Managing Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Managing Director of Brookfield | Canada | |||
Carl Ching, Senior Vice-President |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President of Brookfield | Canada | |||
David Krant, Senior Vice-President |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President of Brookfield | Canada | |||
Albert Lin, Secretary |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Vice-President of Brookfield | Canada | |||
Matthew Unruh, Senior Vice-President |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Senior Vice-President of Brookfield | Canada | |||
Daimeng Zhang, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada
|
Director of Finance of Brookfield | Canada |
SCHEDULE IV
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 |