Sec Form 13D Filing - BROOKFIELD Corp filing for Brookfield Infrastructure Corp (BIPC) - 2021-11-22

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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

  8  

SHARED VOTING POWER

7,675,193 

  9  

SOLE DISPOSITIVE POWER

  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

  8  

SHARED VOTING POWER

7,675,193 

  9  

SOLE DISPOSITIVE POWER

  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

  8  

SHARED VOTING POWER

7,675,193 

  9  

SOLE DISPOSITIVE POWER

  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

  8  

SHARED VOTING POWER

7,675,193 

  9  

SOLE DISPOSITIVE POWER

  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
Officer or Director

  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   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 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