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/A
(Amendment No. 1)
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)
July 29, 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
7,675,193 | |||||
9 | SOLE DISPOSITIVE POWER
1,000,000 | |||||
10 | SHARED DISPOSITIVE POWER
7,675,193 |
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)
19.3%(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 45,018,921 as of July 17, 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 79.8% voting interest in the Issuer. |
- 2 -
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 45,018,921 as of July 17, 2020. |
- 3 -
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
8,760,080(5) | |||||
9 | SOLE DISPOSITIVE POWER
4,233 | |||||
10 | SHARED DISPOSITIVE POWER
8,760,080(5) |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,764,313 | |||||
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)
19.5%(6) | |||||
14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(5) | Includes 8,675,193 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 45,018,921 as of July 17, 2020. |
- 4 -
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)
17.0%(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 45,018,921 as of July 17, 2020. |
- 5 -
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 | 0; 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)
17.0%(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 45,018,921 as of July 17, 2020. |
- 6 -
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< /p> | |||||
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)
17.0%(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 45,018,921 as of July 17, 2020. |
- 7 -
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)
17.0%(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 45,018,921 as of July 17, 2020. |
- 8 -
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)
17.0%(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 45,018,921 as of July 17, 2020. |
- 9 -
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< /p> |
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)
17.0%(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 45,018,921 as of July 17, 2020. |
- 10 -
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 |
- 11 -
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 |
- 12 -
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 79.8% voting interest in the Issuer. |
- 13 -
Explanatory Note
This Amendment No. 1 (this Amendment No. 1) to Schedule 13D is being filed to reflect the closing on July 29, 2020 of the previously announced secondary equity offering in Canada (the Canadian Offering) of class A exchangeable subordinate voting shares, no par value (Class A Shares) of Brookfield Infrastructure Corporation (the Issuer) by BIPC Holding LP (BIPC Holding), a wholly-owned subsidiary of Brookfield Asset Management Inc. (Brookfield).
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. 1.
Item 2. Identity and Background.
Item 2 of the original Schedule 13D is hereby amended and supplemented as follows:
Schedules I to V hereto set forth an updated list of all the directors and executive officers (to be included as Scheduled Persons), and their respective principal occupations and addresses, of BIGL, BAM Limited, Brookfield, PVI Management Inc., the general partner of Value Investments, and Partners, respectively.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the original Schedule 13D is hereby supplemented as follows:
In connection with the Canadian Offering, on July 22, 2020, BIPC Holding and the Issuer entered into an Underwriting Agreement (the Underwriting Agreement) with BIP and the underwriters party thereto (the Underwriters), pursuant to which BIPC Holding agreed to sell 4,418,000 Class A Shares to the Underwriters for an aggregate gross purchase price of CAD$275,020,500, or CAD$62.25 per Class A Share. In addition, BIPC Holding granted the Underwriters an option to purchase an additional 662,700 Class A Shares (the Option Shares) at the same price as the sales made in the Canadian Offering. The Underwriters exercised the option to purchase the Option Shares in full on July 23, 2020. The Canadian Offering closed on July 29, 2020.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is incorporated herein by reference as Exhibit 99.6.
Item 4. Purpose of Transaction.
Item 4 of the original Schedule 13D is hereby supplemented as follows:
The information set forth in Item 3 of Amendment No. 1 is hereby incorporated by reference.
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 8,764,313 shares, constituting approximately 19.5% 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 45,018,921 outstanding as of July 17, 2020. |
(i) | Brookfield |
(a) | Brookfield may be deemed the beneficial owner of 8,675,193 Class A Shares, constituting a percentage of approximately 19.3%. |
(b) | Sole voting power to vote or direct vote: 1,000,000 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: 1,000,000 Class A Shares
Shared power to dispose or direct the disposition: 7,675,193 Class A Shares
(ii) | Value Investments* |
(a) | Partners may be deemed the beneficial owner of 84,887 Class A Shares, constituting a percentage of approximately 0.2% |
(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) | Partners may be deemed the beneficial owner of 8,764,313 Class A Shares, constituting a percentage of approximately 19.5% |
(b) | Sole voting power to vote or direct vote: 4,233 Class A Shares |
Shared voting power to vote or direct vote: 8,760,080 Class A Shares
Sole power to dispose or direct the disposition: 4,233 Class A Shares
Shared power to dispose or direct the disposition: 8,760,080 Class A Shares
- 14 -
(iv) | BIPC Holding |
(a) | BIPC Holding may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 17.0% |
(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) | BIPC GP |
(a) | BIPC GP may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 17.0% |
(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
(vi) | 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
(vii) | 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 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) | 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) | BIG Holdings may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 17.0% |
(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) | BIGL |
(a) | BIGL may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 17.0% |
(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
(xi) | BIG LP |
(a) | BIG LP may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 17.0 % |
(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
- 15 -
(xii) | BAM Limited |
(a) | BIG LP may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 17.0% |
(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
(c) | Other than the transactions described in Item 3 of this Amendment No. 1, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the original Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 3 of Amendment No. 1 is hereby incorporated by reference.
Brookfield and BIP hold an approximate 79.8% voting interest in the Issuer (as of July 17, 2020), BIP may receive up to 45,018,921 Class A Shares (as of July 17, 2020) in accordance with the terms of the Class A Shares and Brookfield may receive up to 36,343,728 Class A Shares (as of July 17, 2020) 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 99.6 - Underwriting Agreement, dated July 22, 2020, by and among BIPC Holding LP, Brookfield Infrastructure Corporation, Brookfield Infrastructure Partners L.P. and the underwriters party thereto.
- 16 -
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.
July 30, 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/ James Rickert | |||||
Name: James Rickert | ||||||
Title: Director | ||||||
BIPC GP HOLDINGS INC. | ||||||
By: |
/s/ James Rickert | |||||
Name: James Rickert | ||||||
Title: Director | ||||||
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 |
- 17 -
|
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/ Gregory McConnie | |||
Name: Gregory McConnie | ||||
Title: Vice President | ||||
BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | ||||
By: |
/s/ Gregory McConnie | |||
Name: Gregory McConnie | ||||
Title: Vice President | ||||
BROOKFIELD INFRASTRUCTURE GROUP BERMUDA LIMITED | ||||
By: |
/s/ Gregory McConnie | |||
Name: Gregory McConnie | ||||
Title: Vice President |
- 18 -
SCHEDULE I
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 | |||
Daimeng Zhang, Director |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Director of Finance of Brookfield | Canada |
- 19 -
SCHEDULE II
BAM LIMITED
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
Thomas Douglas Corbett, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Managing Director of Brookfield |
Canada | |||
Karly Dyck, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Senior Vice-President of Brookfield |
Canada | |||
Aleksandar Novakovic, Director | 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 |
Senior Vice-President of Brookfield |
Canada | |||
Cam Ha, President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Vice-President of Brookfield |
Canada | |||
Bowen Li, Vice-President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Manager of Brookfield |
Canada | |||
Tim Wang, Vice-President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
Manager of Brookfield |
Canada |
- 20 -
SCHEDULE III
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 | |||
Janice Fukakusa, Director | 43 The Kingsway, Toronto, Ontario, M8X 2S9, Canada | Corporate Director | Canada | |||
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 |
- 21 -
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 | |||
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 |
- 22 -
SCHEDULE IV
PVI MANAGEMENT INC.
Name and Position of Officer or Director |
Principal Business Address |
Principal Occupation or Employment |
Citizenship | |||
James L.R. Kelly, Director | Hwy. #26 West at 7th Line, P.O. Box 3394, Meaford, Ontario N4L 1A5 | Corporate Director | Canada | |||
Edward C. Kress, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Director | Canada | |||
Brian D. Lawson, Director, President and Chief Executive Officer |
181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | 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 | 7357 Woodbine Ave., Suite 412 Markham, Ontario L3R 6L3 | Corporate Director | 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 |
- 23 -
SCHEDULE V
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 | Chair of Brookfield Partners Foundation | Canada | |||
Lorretta Corso, Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Administrator and Corporate Secretary, Brookfield | 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 |
- 24 -