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.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
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)
March 31, 2020
(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
1,000,000 | ||||
8 | SHARED VOTING POWER
12,755,893 | |||||
9 | SOLE DISPOSITIVE POWER
1,000,000 | |||||
10 | SHARED DISPOSITIVE POWER
12,755,893 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,755,893 | |||||
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)
29.7%(1)(2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) | Percentage ownership is based on an aggregate number of outstanding class A exchangeable voting shares (the Class A Shares) of the Issuer of 46,349,323 as of March 31, 2020. |
(2) | 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 82% voting interest in the Issuer. |
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS
PARTNERS VALUE INVESTMENTS 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
84,887(3) | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
84,887(3) | |||||
10 | SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,887(3) | |||||
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)
0.2%(4) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(3) | Partners Value Investments LP has sole voting and dispositive power through its 100% owned subsidiary, Partners Value Investments Inc. |
(4) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of the Issuer of 46,349,323 as of March 31, 2020. |
CUSIP No. 11275Q107
1 |
NAMES OF REPORTING PERSONS
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
ONTARIO |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
4,233 | ||||
8 | SHARED VOTING POWER
13,840,780(5) | |||||
9 | SOLE DISPOSITIVE POWER
4,233 | |||||
10 | SHARED DISPOSITIVE POWER
13,840,780(5) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,845,013 | |||||
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)
29.9%(6) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(5) | Includes 13,755,893 Class A Shares beneficially owned by Brookfield Asset Management Inc. and 84,887 Class A Shares beneficially owned by Partners Value Investments LP. |
(6) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of the Issuer of 46,349,323 as of March 31, 2020. |
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
12,755,893 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
12,755,893 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,755,893 | |||||
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)
27.5%(7) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(7) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of the Issuer of 46,349,323 as of March 31, 2020. |
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
12,755,893 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
12,755,893 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,755,893 | |||||
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)
27.5%(8) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(8) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of the Issuer of 46,349,323 as of March 31, 2020. |
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
12,755,893 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
12,755,893 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,755,893 | |||||
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)
27.5%(9) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(9) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of the Issuer of 46,349,323 as of March 31, 2020. |
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
12,755,893 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
12,755,893 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,755,893 | |||||
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)
27.5%(10) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(10) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of the Issuer of 46,349,323 as of March 31, 2020. |
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
12,755,893 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
12,755,893 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,755,893 | |||||
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)
27.5%(11) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(11) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of the Issuer of 46,349,323 as of March 31, 2020. |
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
12,755,893 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
12,755,893 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,755,893 | |||||
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)
27.5%(12) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(12) | Percentage ownership is based on an aggregate number of outstanding Class A Shares of the Issuer of 46,349,323 as of March 31, 2020. |
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%(13) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
(13) | 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 82% voting interest in the Issuer. |
Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the class A exchangeable subordinate voting shares, no par value (the Class A Shares), of Brookfield Infrastructure Corporation, a corporation organized under the laws of British Columbia, Canada (the Issuer), with principal executive offices at 250 Vesey Street, 15th Floor, New York, NY 10281.
Item 2. Identity and Background.
(a) This Schedule 13D is being filed by and on behalf of each of the following persons (each, a Reporting Person):
(i) | BIPC Holding LP, an Ontario limited partnership (BIPC Holding), with respect to the Class A Shares of the Issuer owned by it; |
(ii) | BIPC GP Holdings Inc., an Ontario corporation (BIPC GP), which serves as the general partner of BIPC Holding; |
(iii) | Brookfield Infrastructure Partners L.P., a Bermuda limited partnership (BIP); |
(iv) | Brookfield Infrastructure Partners Limited, a Bermuda corporation (BIPL), which serves as the general partner of BIP; |
(v) | Brookfield Infrastructure Group Bermuda Limited, a Bermuda corporation (BIGBL), which owns all of the equity interests of BIPL; |
(vi) | BIG Holdings L.P., a Manitoba limited partnership (BIG Holdings), which owns all of the equity interests of BIPC GP and BIGBL; |
(vii) | Brookfield Infrastructure Group Limited, an Ontario corporation (BIGL), which serves as the general partner of BIG Holdings; |
(viii) | BAM Infrastructure Group L.P., a Manitoba limited partnership (BIG LP), which beneficially owns all of the outstanding equity interests of BIGL and limited partnership interests of BIG Holdings; |
(ix) | BAM Limited, an Ontario corporation (BAM Limited), which serves as the general partner of BIG LP; |
(x) | Brookfield Asset Management Inc. (Brookfield), a corporation formed under the laws of the Province of Ontario, Canada, which beneficially owns all of the outstanding equity interests of BAM Limited and the limited partnership interests of BIG LP, and is the ultimate parent of BIPC Holding, BIPC GP, BIP, BIPL, BIGBL, BIG Holdings, BIGL, and BIG LP; |
(xi) | Partners Value Investment LP, an Ontario limited partnership (Value Investments), with respect to the Class A Shares of the Issuer owned by it; and |
(xii) | Partners Limited (Partners) is a corporation formed under the laws of the Province of Ontario. Partners holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, 1,301,242 Class A limited voting shares of Brookfield (adjusted to reflect a 3-for-2 stock split of Class A limited voting shares of Brookfield completed on April 1, 2020), representing approximately 0.1% of such shares, and 52% of the equity interests of Value Investments. |
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 99.1.
(b)-(c), (f) The principal business of BIPC Holding is investing in securities, including the Class A Shares. The principal business of BIPC GP is to serve as the general partner of BIPC Holding. The principal business of BIP is to own and operate critical and diverse global infrastructure networks which facilitate the movement and storage of energy, water, freight, passengers and data. The principal business of BIPL is to serve as the general partner of BIP. The principal business of BIGBL is that of a holding company. The principal business of BIG Holdings is that of a holding company. The principal business of BIGL is to serve as the general partner of BIG Holdings. The principal business of BIG LP is that of a holding company. The principal business of BAM Limited is to serve as the general partner of BIG LP. The principal business of Brookfield is alternative asset management. The principal business of Value Investments is investing in securities, including the Class A Shares. The principal business of Partners is that of a holding company. The principal business address of the Reporting Persons is 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada.
Schedules I to VIII hereto set forth a list of all the directors and executive officers (the Scheduled Persons), and their respective principal occupations and addresses, of BIPC GP, BIPL, BIGBL, BIGL, BAM Limited, Brookfield, PVI Management Inc., the general partner of Value Investments, and Partners, respectively.
(d)-(e) 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.
The information set forth in Items 5 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 3.
On or about March 31, 2020, the Reporting Persons received an aggregate of 13,845,013 Class A Shares in connection with the previously announced special distribution of Class A Shares of the Issuer to the unitholders of BIP and Brookfield Infrastructure L.P.
Item 4. Purpose of Transaction.
The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.
Brookfield from time to time purchases the publicly traded shares of its subsidiaries and affiliates when these are available on the market at an attractive price relative to their value. Brookfield may begin or cease buying securities at any time. Any additional purchases of securities may be in the open market or privately negotiated transactions or otherwise. Brookfield reserves the right to take actions to influence the management of the Issuer should it deem such actions appropriate. Brookfield and its subsidiaries will hold their respective investments in the Issuer on a continuing basis and such holdings may be increased or decreased in the future.
Other than as described below or contemplated above, none of the Reporting Persons and, to the Reporting Persons knowledge, the Scheduled Persons, has any current plans or proposals that relate to or would result in:
(a) | the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
(b) | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; |
(c) | a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
(d) | any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; |
(e) | any material change in the present capitalization or dividend policy of the Issuer; |
(f) | any other material change in the Issuers business or corporate structure; |
(g) | changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
(h) | causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
(i) | a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or |
(j) | any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer.
The information set forth in Items 2, 3 and 6 of this Schedule 13D and the cover pages of this Schedule 13D is hereby incorporated by reference into this Item 5.
(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 13,889,459 shares, constituting approximately 30.0% of the Issuers currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate number of Class A Shares of the Issuer of 46,349,323 outstanding as of March 31, 2020.
(i) | Brookfield |
(a) | As of March 31, 2020, Brookfield may be deemed the beneficial owner of 13,755,893 Class A Shares, constituting a percentage of approximately 29.7%. |
(b) | Sole voting power to vote or direct vote: 1,000,000 Class A Shares |
Shared voting power to vote or direct vote: 12,755,893 Class A Shares
Sole power to dispose or direct the disposition: 1,000,000 Class A Shares
Shared power to dispose or direct the disposition: 12,755,893 Class A Shares
(ii) | Value Investments* |
(a) | As of March 31, 2020, Partners may be deemed the beneficial owner of 84,887 Class A Shares, constituting a percentage of approximately 0.3% |
(b) | Sole voting power to vote or direct vote: 84,887 Class A Shares |
Shared voting power to vote or direct vote: 0 Class A Shares
Sole power to dispose or direct the disposition: 84,887 Class A Shares
Shared power to dispose or direct the disposition: 0 Class A Shares
*Value Investments has sole voting and dispositive power through its 100% owned subsidiary, Partners Value Investments Inc.
(iii) | Partners |
(a) | As of March 31, 2020, Partners may be deemed the beneficial owner of 13,845,013 Class A Shares, constituting a percentage of approximately 29.9% |
(b) | Sole voting power to vote or direct vote: 4,233 Class A Shares |
Shared voting power to vote or direct vote: 13,840,780 Class A Shares
Sole power to dispose or direct the disposition: 4,233 Class A Shares
Shared power to dispose or direct the disposition: 13,840,780 Class A Shares
(iv) | BIPC Holding |
(a) | As of March 31, 2020, BIPC Holding may be deemed the beneficial owner of 12,755,893 Class A Shares, constituting a percentage of approximately 27.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 12,755,893 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 12,755,893 Class A Shares
(v) | BIPC GP |
(a) | As of March 31, 2020, BIPC GP may be deemed the beneficial owner of 12,755,893 Class A Shares, constituting a percentage of approximately 27.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 12,755,893 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 12,755,893 Class A Shares
(vi) | BIP |
(a) | As of March 31, 2020, 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
(vii) | BIPL |
(a) | As of March 31, 2020, 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 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
(viii) | BIGBL |
(a) | As of March 31, 2020, 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 Shares
(ix) | BIG Holdings |
(a) | As of March 31, 2020, BIG Holdings may be deemed the beneficial owner of 12,755,893 Class A Shares, constituting a percentage of approximately 27.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 12,755,893 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 12,755,893 Class A Shares
(x) | BIGL |
(a) | As of March 31, 2020, BIGL may be deemed the beneficial owner of 12,755,893 Class A Shares, constituting a percentage of approximately 27.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 12,755,893 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 12,755,893 Class A Shares
(xi) | BIG LP |
(a) | As of March 31, 2020, BIG LP may be deemed the beneficial owner of 12,755,893 Class A Shares, constituting a percentage of approximately 27.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 12,755,893 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 12,755,893 Class A Shares
(xii) | BAM Limited |
(a) | As of March 31, 2020, BIG LP may be deemed the beneficial owner of 12,755,893 Class A Shares, constituting a percentage of approximately 27.5% |
(b) | Sole voting power to vote or direct vote: 0 Class A Shares |
Shared voting power to vote or direct vote: 12,755,893 Class A Shares
Sole power to dispose or direct the disposition: 0 Class A Shares
Shared power to dispose or direct the disposition: 12,755,893 Class A Shares
(c) Other than the transactions described in Item 3 herein, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The information set forth in Items 3, 4 and 5 hereof is hereby incorporated by reference into this Item 6.
BIP 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, and all of the issued and outstanding class C non-voting shares of the Issuer, which entitle BIP to all of the residual value in the Issuer after payment in full of the amount due to holders of Class A Shares and class B shares and subject to the prior rights of holders of preferred shares of the Issuer. Together, Brookfield and BIP hold an approximate 82% voting interest in the Issuer.
Brookfield, the Issuer and BIP have entered into a registration rights agreement, dated as of March 31, 2020 (the Registration Rights Agreement). Under the Registration Rights Agreement, the Issuer has agreed that, upon the request of Brookfield, the Issuer will file one or more registration statements or prospectuses to register for sale and qualify for distribution under applicable securities laws any Class A Shares held by Brookfield. The Issuer has also agreed to pay expenses in connection with such registration and sales and will indemnify Brookfield for material misstatements or omissions in the registration statement.
The Issuer has also entered into an equity commitment agreement, dated as of March 31, 2020 (the Equity Commitment Agreement) with a subsidiary of BIP in the amount of $1 billion. The equity commitment may be called by the Issuer in exchange for the issuance of a number of class C shares or preferred shares of the Issuer, as the case may be, to BIP or its affiliates, corresponding to the amount of the equity commitment called divided (i) in the case of a subscription for class C shares, by the volume-weighted average of the trading price for one Class A Share on the principal stock exchange on which the Class A Shares are listed for the five (5) days immediately preceding the date of the call, and (ii) in the case of a subscription for preferred shares, $25.00. The equity commitment will be available in minimum amounts of $10 million and the amount available under the equity commitment will be reduced permanently by the amount so called. Before funds may be called on the equity commitment, a number of conditions precedent must be met, including that BIP continues to control the Issuer and has the ability to elect a majority of the Issuers board of directors.
Further, pursuant to the articles of the Issuer (the Articles), (a) holders of Class A Shares are entitled to exchange their Class A Shares for an equivalent number of limited partnership units of BIP (BIP Units) (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of the Issuer) at any time and (b) BIP may elect to satisfy the Issuers exchange obligation by acquiring such tendered Class A Shares for an equivalent number of BIP Units (subject to adjustment to reflect certain capital events) or its cash equivalent. Consequently, as of March 31, 2020, BIP may receive up to 46,349,323 Class A Shares in accordance with the terms of the Class A Shares. On March 31, 2020, Wilmington Trust, National Association and Brookfield entered into the Rights Agreement (the Rights Agreement) pursuant to which Brookfield has agreed that, until March 31, 2025, it will, under certain circumstances, satisfy, or cause to be satisfied, the obligations pursuant to the Issuers articles of incorporation to exchange Class A Shares for BIP Units or its cash equivalent. Consequently, as of March 31, 2020, Brookfield may receive up to 46,349,323 Class A Shares in accordance with the terms of the Rights Agreement.
The foregoing summaries of the Registration Rights Agreement, Equity Commitment Agreement, Rights Agreement and the Articles described in this Item 6 do not purport to be complete and, as such, are qualified in their entirety by the Registration Rights Agreement, the Equity Commitment Agreement and the Rights Agreement set forth in Exhibits 99.2, 99.3, 99.4, and 99.5 respectfully hereto and incorporated in this Item 6 by reference.
Item 7. Materials to Be Filed as Exhibits.
Exhibit 99.1 Joint Filing Agreement
Exhibit 99.2 Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuers Form 6-K furnished on April 1, 2020)
Exhibit 99.3 Equity Commitment Agreement (incorporated by reference to Exhibit 10.10 to the Issuers Form 6-K furnished on April 1, 2020)
Exhibit 99.4 Rights Agreement (incorporated by reference to Exhibit 10.1 to the Issuers Form 6-K furnished on April 1, 2020)
Exhibit 99.5 Notice of Articles and Articles of Brookfield Infrastructure Corporation (incorporated by reference to Exhibit 3.1 to the Issuers Form 6-K furnished on April 1, 2020)
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.
April 8, 2020 | BROOKFIELD ASSET MANAGEMENT INC. | |||||
By: | /s/ Jessica Diab | |||||
Name: Jessica Diab | ||||||
Title: Vice President | ||||||
PARTNERS VALUE INVESTMENTS LP, by its general partner PVI MANAGEMENT INC. | ||||||
By: | /s/ Leslie Yuen | |||||
Name: Leslie Yuen | ||||||
Title: Director, Finance | ||||||
PARTNERS LIMITED | ||||||
By: | /s/ Brian Lawson | |||||
Name: Brian Lawson | ||||||
Title: President | ||||||
BIPC HOLDING LP, by its general partner BIPC GP HOLDINGS INC. | ||||||
By: | /s/ Chloe Berry | |||||
Name: Chloe Berry | ||||||
Title: Senior Vice President | ||||||
BIPC GP HOLDINGS INC. | ||||||
By: | /s/ Chloe Berry | |||||
Name: Chloe Berry | ||||||
Title: Senior Vice President | ||||||
BIG HOLDINGS L.P., by its general partner BROOKFIELD INFRASTRUCTURE GROUP LIMITED | ||||||
By: | /s/ James Rickert | |||||
Name: James Rickert | ||||||
Title: President | ||||||
BROOKFIELD INFRASTRUCTURE GROUP LIMITED | ||||||
By: | /s/ James Rickert | |||||
Name: James Rickert | ||||||
Title: President |
BAM INFRASTRUCTURE GROUP L.P., by its general partner BAM LIMITED | ||
By: | /s/ Katayoon Sarpash | |
Name: Katayoon Sarpash | ||
Title: Vice President and Secretary | ||
BAM LIMITED | ||
By: | /s/ Katayoon Sarpash | |
Name: Katayoon 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 |
Principal |
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 Chairman 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 | |||
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 INFRASTRUCTURE GROUP BERMUDA LIMITED
Name and Position of |
Principal Business |
Principal |
Citizenship | |||
James Alexander Bodi, Director and Alternate Director to Gregory Morrison | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | CEO of Brookfield Bermuda Ltd | Canada | |||
Gregory Noel McConnie, Director and Vice President | Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131 | President and CEO of Brookfield International Bank Inc. | Barbados | |||
Gregory Ernest Alexander Morrison, Director, Alternate Director to James Bodi and President | 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda | President of Brookfield Bermuda Ltd | Canada | |||
Terry V Gittens, Vice President | Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131 | Chief Financial Officer, Brookfield International Bank Inc. | Barbados | |||
Sherry V Millar, Vice President | Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131 | Financial Controller, Brookfield International Bank Inc. | Barbados | |||
Kerry-Ann Cato, Alternate Director to Gregory McConnie and Vice President | Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131 | Corporate Secretary and Legal Counsel, Brookfield International Bank Inc. | Trinidad and Tobago | |||
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 III
BIPC GP HOLDINGS INC.
Name and Position of |
Principal Business |
Principal |
Citizenship | |||
James Rickert, Director | 181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 |
Managing Partner of Brookfield | Canada | |||
Aaron Kline, Director | 181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 |
Managing Partner of Brookfield | Canada | |||
Chloe Berry, Senior Vice President | 181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 |
Senior Vice President of Brookfield | Canada | |||
Albert Lin, Secretary | 181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 |
Vice-President of Brookfield | Canada | |||
Carl Ching, Senior Vice President | 181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 |
Senior Vice-President of Brookfield | Canada | |||
David Krant, President and Director | 181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 |
Senior Vice-President of Brookfield | Canada | |||
Matthew Unruh, Senior Vice President | 181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 |
Senior Vice-President of Brookfield | Canada |
SCHEDULE IV
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 | |||
James Rickert, Director and President | 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 |
SCHEDULE V
BAM LIMITED
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Thomas Douglas Corbett, Director and President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director of Brookfield | Canada | |||
Karly Dyck, Director and Vice-President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice-President of Brookfield | Canada | |||
Aleksandar Novakovic, Director and Vice-President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner of Brookfield | Canada | |||
Katayoon Sarpash, Director, Vice-President and Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice-President of Brookfield | Canada | |||
Cam Ha, Vice-President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice-President of Brookfield | Canada | |||
Aaron Kline, Vice-President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Director of Brookfield | Canada |
SCHEDULE VI
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 |
181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
Vice Chair, Brookfield | Canada | |||
Angela F. Braly, Director | 832 Alverna Drive Indianapolis, Indiana 46260 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 | |||
Murilo Ferreira, Director | Rua General Venancio Flores, 50 Cob. 01 Leblon, Rio de Janeiro RJ 22441-090 |
Former Chief Executive Officer, Vale SA | Brazil | |||
J. Bruce Flatt, Director and Chief Executive Officer | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Chief Executive Officer, Brookfield | Canada | |||
Nicholas H. Goodman, Chief Financial Officer | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
Chief Financial Officer, Brookfield | United Kingdom | |||
Maureen Kempston Darkes, Director |
10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, 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 | 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. | Deputy 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, Wholesale | 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 | |||
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 | |||
Timothy R. Price, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | 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 ODonnell, Director |
Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA |
Chairman of Frontier Economics Limited | United Kingdom | |||
Ngee Huat Seek, Director | 501 Orchard Road, #08 01 Wheelock Place, Singapore 238880 | Chairman, Global Logistic Properties | Singapore | |||
Sachin G. Shah, Managing Partner, Chief Executive Officer Renewable Power | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Renewable Power of 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 |
SCHEDULE VII
PVI MANAGEMENT INC.
Name and Position
of |
Principal Business |
Principal |
Citizenship | |||
James L.R. Kelly, Director | Hwy. #26 West at 7th Line, P.O. Box 3394, Meaford, Ontario N4L 1A5 | President, Earth Power Tractors and Equipment Inc. | Canada | |||
Edward C. Kress, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1 | Corporate Director | Canada | |||
Brian D. Lawson, Director, President and Chief Executive Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Managing Partner and Vice Chair of Brookfield | Canada | |||
Frank N.C. Lochan, Chairman and Director | 15 Ennisclare Dr. E., Oakville, Ontario L6J 4N3 | Corporate Director | Canada | |||
Ralph J. Zarboni, Director | Rossiter Ventures Corporation 7357 Woodbine Ave., Suite 412 Markham, Ontario L3R 6L3 | Chairman and Chief Executive Officer of EM Group Inc. and EM Plastic & Electric Products Limited | Canada | |||
Leslie Yuen, Director, Finance | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President of Brookfield | Canada | |||
Loretta Corso, Corporate Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Secretarial Administrator of Brookfield | Canada | |||
Bryan Sinclair, Senior Associate | 333 Bay Street, Suite 1610, Toronto, Ontario M5H 2R2 | Vice President, Trisura Group Ltd. | Canada |
SCHEDULE VIII
PARTNERS LIMITED
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Lisa Chu, Treasurer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President Finance, Brookfield | Canada | |||
Jack L. Cockwell, Director and Chairman of the Board | 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
Lorretta Corso, Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Administrator and Corporate Secretary | Canada | |||
Brian W. Kingston, Director | 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. | Managing Partner, Chief Executive Real Estate of Brookfield | Canada | |||
Brian D. Lawson, Director and President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
Cyrus Madon, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Private Equity of Brookfield | Canada | |||
Samuel J.B. Pollock, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure of Brookfield | Canada | |||
Timothy R. Price, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
Sachin Shah, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Renewable Power of Brookfield | Canada | |||
Tim Wang, Assistant Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Manager, Capital Markets and Treasury, Brookfield | Canada |