0000899243-20-027201.txt : 20201005 0000899243-20-027201.hdr.sgml : 20201005 20201005151545 ACCESSION NUMBER: 0000899243-20-027201 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200924 FILED AS OF DATE: 20201005 DATE AS OF CHANGE: 20201005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD ASSET MANAGEMENT INC. CENTRAL INDEX KEY: 0001001085 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33366 FILM NUMBER: 201223328 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE, 181 BAY ST, STE 300 STREET 2: PO BOX 762 CITY: TORONTO STATE: A6 ZIP: M5J2T3 FORMER NAME: FORMER CONFORMED NAME: BRASCAN CORP/ DATE OF NAME CHANGE: 20010321 FORMER NAME: FORMER CONFORMED NAME: EDPERBRASCAN CORP DATE OF NAME CHANGE: 19970904 FORMER NAME: FORMER CONFORMED NAME: BRASCAN LTD DATE OF NAME CHANGE: 19950919 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP CENTRAL INDEX KEY: 0001504716 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33366 FILM NUMBER: 201223329 BUSINESS ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 416 956-5812 MAIL ADDRESS: STREET 1: THREE WORLD FINANCIAL CENTER STREET 2: 200 VESEY STREET, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Partners Ltd CENTRAL INDEX KEY: 0001540229 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33366 FILM NUMBER: 201223330 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 416 956 5812 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: BROOKFIELD PLACE, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROOKFIELD INFRASTRUCTURE FUND IV GP LLC CENTRAL INDEX KEY: 0001826046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33366 FILM NUMBER: 201223331 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: (212) 417-7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC CENTRAL INDEX KEY: 0001826023 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33366 FILM NUMBER: 201223332 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 BUSINESS PHONE: (212) 417-7000 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 250 VESEY STREET, 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10281-1023 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cheniere Energy Partners, L.P. CENTRAL INDEX KEY: 0001383650 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 205913059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 375-5000 MAIL ADDRESS: STREET 1: 700 MILAM ST. STREET 2: SUITE 1900 CITY: HOUSTON STATE: TX ZIP: 77002 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2020-09-24 0 0001383650 Cheniere Energy Partners, L.P. CQP 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001504716 Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001540229 Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001826046 BROOKFIELD INFRASTRUCTURE FUND IV GP LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001826023 BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 Common Units 203240752 I See footnotes This Form 3 is being jointly filed by and on behalf of each of the following persons (each, a "Reporting Person"): (i) BIF Cypress Aggregator (Delaware) LLC; (ii) Brookfield Infrastructure Fund III GP LLC; (iii) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.; (iv) Brookfield Asset Management Inc. ("Brookfield"); and (v) Partners Limited. 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 Securities Exchange Act of 1934 (the "Act"). Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Reflects securities held directly by Blackstone CQP Common Holdco L.P., Blackstone CQP Holdco LP, BX Rockies Platform Co LLC (collectively, the "Holding Funds"), and BIP-V Chinook Holdco L.L.C ("BIP-V"). BX CQP Target Holdco L.L.C. is the indirect equityholder of all of the equity interests in the Holding Funds and, by virtue of its relationship with BIP-V, may be deemed to share beneficial ownership over the securities held directly by BIP-V. BIF IV Cypress Aggregator (Delaware) LLC is a member of BX CQP Target Holdco L.L.C. Brookfield Infrastructure Fund IV GP LLC serves as the indirect general partner of BIF IV Cypress Aggregator (Delaware) LLC. Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. serves as the investment adviser to Brookfield Infrastructure Fund IV GP LLC. (Continued from Footnote 4) Brookfield is the ultimate parent of Brookfield Infrastructure Fund III GP LLC and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. Partners Limited holds 85,120 Class B limited voting shares of Brookfield, representing 100% of such shares, and 1,343,802 Class A limited voting shares of Brookfield, representing approximately 0.1% of such shares. The Class B limited voting shares of Brookfield entitle Partners Limited to appoint one half of the board of directors of Brookfield. On May 14, 2020, Brookfield announced that the Class B limited voting shares of Brookfield will be transferred from Partners Limited to a trust (the "Trust"). The beneficial interests in the Trust, and the voting interests in its trustee (the "Trustee"), will be held in equal parts by three entities. The Trustee will vote the Class B limited voting shares of Brookfield with no single individual or entity controlling the Trust. (Continued from Footnote 5) Implementation of this arrangement is subject to customary consents and regulatory approvals currently being obtained, following which the Class B limited voting shares of Brookfield will be transferred from Partners Limited to the Trust for consideration per share equal to the then current market price of a Class A limited voting share of Brookfield. BROOKFIELD ASSET MANAGEMENT INC., By: /s/ Jessica Diab, Name: Jessica Diab, Title: Vice President 2020-10-05 BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., By: Brookfield Private Funds Holdings Inc., its general partner, By: /s/ James Rickert, Name: James Rickert, Title: Managing Director 2020-10-05 PARTNERS LIMITED, By: /s/ Brian Lawson, Name: Brian Lawson, Title: President 2020-10-05 BROOKFIELD INFRASTRUCTURE FUND IV GP LLC, By: Brookfield Infrastructure Fund IV Officer GP LLC, its sole member, By: /s/ Fred Day, Name: Fred Day, Title: Senior Vice President 2020-10-05 BIF IV CYPRESS AGGREGATOR (DELAWARE) LLC, By: /s/ Fred Day, Name: Fred Day, Title: President 2020-10-05