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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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(Amendment No. 8)
Under the Securities Exchange Act of 1934
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
G16252101
(CUSIP Number)
Justin Beber
Brookfield Asset Management Inc.
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 956-5182
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 17, 2019
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP No. G16252101 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
o | ||||
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(b) |
x Joint Filing | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds (See Instructions) | |||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person (See Instructions) | |||||
1 This amount includes 73,395 limited partnership units (Units) of Brookfield Infrastructure Partners L.P. (the Partnership) owned by BIG Holdings L.P. and 176,250 Units owned by BAM Infrastructure Group L.P., each a wholly-owned subsidiary of Brookfield Asset Management Inc. (Brookfield). This amount also includes 100,262,992 redeemable partnership units of Brookfield Infrastructure L.P. (RPUs) owned by BIP REU Holdings (2015) L.P., a wholly-owned subsidiary of Brookfield, 15,562,000 RPUs owned by BIP REU Holdings (2016) L.P., a wholly-owned subsidiary of Brookfield, and 6,128,000 RPUs owned by BIP Holdings Sub LP, a wholly-owned subsidiary of Brookfield.
CUSIP No. G16252101 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
x Joint Filing | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds (See Instructions) | |||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. G16252101 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | |||||
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
x Joint Filing | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds (See Instructions) | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person (See Instructions) | |||||
CUSIP No. G16252101 |
SCHEDULE 13D |
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Explanatory Note
This Amendment No. 8 (this Amendment No. 8) to Schedule 13D is being filed to reflect the closing on July 17, 2019 of the previously announced equity offering of the Partnership, which included a concurrent private placement (the Private Placement) to Brookfield of 6,128,000 RPUs of Brookfield Infrastructure L.P. (Holding LP), which are exchangeable for limited partnership units of the Partnership (the Units) under certain circumstances. The additional RPUs were issued to BIP Holdings Sub LP, a wholly-owned subsidiary of Brookfield.
Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 8.
Item 2. Identity and Background
Item 2 of Schedule 13D is hereby amended and supplemented as follows:
Schedules I, II and III hereto set forth a list of all the directors and executive officers (the Scheduled Persons), and their respective principal occupations, addresses, and citizenships, of each of Brookfield, PVI Management Inc., as general partner of Partners Value Investments LP (Value Investments), and Partners Limited (Partners), respectively.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of Schedule 13D is hereby supplemented as follows:
In connection with the Private Placement, Brookfield and the Partnership entered into a subscription agreement, dated as of July 12, 2019 (the Subscription Agreement), which provided for the purchase by Brookfield of 6,128,000 RPUs, deliverable at closing on or about July 17, 2019.
Item 4. Purpose of Transaction
Item 4 of Schedule 13D is hereby supplemented as follows:
The Subscription Agreement provided for the purchase by Brookfield of 6,128,000 RPUs for the purpose of increasing its investment in the Partnership.
Item 5. Interest in Securities of the Issuer
Items 5(a)(b) of Schedule 13D are hereby amended as follows:
(a)-(b) As of the date hereof, Value Investments may be deemed to be the beneficial owner of 1,163,986 Units, and such Units constitute approximately 0.4% of the issued and outstanding Units based on the number of Units outstanding as of July 17, 2019. Assuming that all of the redeemable partnership units of Holding LP were exchanged for Units pursuant to the redemption-exchange mechanism, as of the date hereof, Brookfield may be deemed to be the beneficial owner of 122,202,637 Units and Partners may be deemed to be the beneficial owner of 123,404,725 Units, and such Units would constitute approximately 29.4% and 29.7%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of July 17, 2019. The Units deemed to be beneficially owned by Partners include 38,102 Units owned by Partners and the Units deemed to be beneficially owned by each of Brookfield and Value Investments. Brookfield may hold the Units directly or in one or more wholly-owned subsidiaries. Partners may be deemed to have shared power (with each of Brookfield and Value Investments) to vote or direct
the vote of the Units beneficially owned by it or to dispose of such Units other than 38,102 Units with respect to which it has sole voting and investment power.
Item 5(c) of Schedule 13D is hereby amended as follows:
(c) During the past sixty (60) days, Value Investments has sold Units in open-market transactions or block trades reported on the Toronto Stock Exchange. The transaction dates, number of Units sold and prices per Unit during that period are as follows:
Date |
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Units Sold |
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Price Per Unit |
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5/21/2019 |
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26,500 |
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$ |
41.5945 |
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5/22/2019 |
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30,000 |
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$ |
41.6142 |
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5/23/2019 |
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59,900 |
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$ |
41.8867 |
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5/24/2019 |
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24,800 |
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$ |
42.2219 |
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5/27/2019 |
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47,200 |
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$ |
42.3553 |
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5/28/2019 |
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39,700 |
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$ |
42.7719 |
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5/29/2019 |
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26,600 |
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$ |
42.1836 |
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5/30/2019 |
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35,000 |
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$ |
41.6540 |
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5/31/2019 |
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50,000 |
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$ |
41.3308 |
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6/3/2019 |
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11,486 |
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$ |
41.3139 |
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6/24/2019 |
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126,600 |
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$ |
42.5233 |
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6/25/2019 |
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111,400 |
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$ |
42.0795 |
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6/26/2019 |
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206,500 |
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$ |
42.3631 |
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6/27/2019 |
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55,500 |
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$ |
42.5611 |
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Item 7. Material to be Filed as Exhibits.
Exhibit 8 |
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Subscription Agreement dated July 12, 2019 by and between Brookfield Asset Management Inc. and Brookfield Infrastructure L.P. |
Exhibit 9 |
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Joint Filing Agreement, dated July 17, 2019, among Brookfield Asset Management Inc., Partners Limited, and Partners Value Investments LP. |
CUSIP No. G16252101 |
SCHEDULE 13D |
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SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2019
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BROOKFIELD ASSET MANAGEMENT INC. | ||
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By: |
/s/ Kathy Sarpash | |
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Name: |
Kathy Sarpash |
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Title: |
Vice President |
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PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC. | ||
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By: |
/s/ C. Leslie Yuen | |
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Name: |
C. Leslie Yuen |
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Title: |
Director, Finance |
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PARTNERS LIMITED | ||
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By: |
/s/ Brian Lawson | |
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Name: |
Brian Lawson |
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Title: |
President |
SCHEDULE I
BROOKFIELD ASSET MANAGEMENT INC.
Name and Position of |
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Principal Business |
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Principal Occupation or |
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Citizenship |
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M. Elyse Allan, Director |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Former President and Chief Executive Officer of General Electric Co. |
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U.S.A. and Canada |
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Jeffrey M. Blidner, Vice Chairman and Director |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Vice Chairman of Brookfield |
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Canada |
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Angela F. Braly, Director |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Former Chair, President and Chief Executive Officer of WellPoint Inc. |
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U.S.A. |
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Jack L. Cockwell, Director |
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51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada |
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Corporate Director |
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Canada |
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Marcel R. Coutu, Director |
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Suite 1700, 335 8th Ave. S.W., Calgary, Alberta T2P 1C9 Canada |
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Former President and Chief Executive Officer of Canadian Oil Sands Limited |
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Canada |
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Murilo Ferreira, Director |
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Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro |
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Former Chief Executive Officer of Vale SA |
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Brazil |
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J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Managing Partner and Chief Executive Officer of Brookfield |
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Canada |
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Robert J. Harding, Director |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Former Chair of Brookfield |
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Canada |
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Maureen Kempston Darkes, Director |
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10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7 |
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Corporate Director and former President, Latin America, Africa and Middle East, General Motors Corporation |
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Canada |
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Brian W. Kingston, |
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250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. |
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Managing Partner of Brookfield |
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Canada |
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Brian D. Lawson, Director, Managing Partner and |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Director, Managing Partner and Chief Financial Officer of Brookfield |
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Canada |
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Cyrus Madon, Managing Partner |
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181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada |
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Managing Partner of Brookfield |
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Canada |
Frank J. McKenna, Director |
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TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada |
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Chair of Brookfield and Deputy Chair of TD Bank Group |
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Canada |
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Rafael Miranda, Director |
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C/Principe de Viana 9 |
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Corporate Director and Former Chief Executive Officer of Endesa, S.A. |
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Spain |
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Timothy Price, Director |
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51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada |
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Chairman, Brookfield Funds |
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Canada. |
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Lord Augustine Thomas ODonnell, Director |
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Frontier Economics |
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Chairman of Frontier Economics and senior advisor to Brookfield in Europe |
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United Kingdom |
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Lori Pearson, Managing Partner and Chief Operating Officer |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Managing Partner and Chief Operating Officer of Brookfield |
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Canada |
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Samuel J.B. Pollock, Managing Partner |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Managing Partner of Brookfield |
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Canada |
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Seek Ngee Huat, Director |
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501 Orchard Road, #08 01 Wheelock Place, Singapore 238880 |
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Former Chair of the Latin American Business Group, Government of Singapore Investment Corporation |
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Singapore |
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Sachin G. Shah, Managing Partner |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Managing Partner of Brookfield |
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Canada |
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Diana L. Taylor, Director |
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c/o Bloomberg Philanthropies |
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Former Vice Chair, Solera Capital LLC |
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U.S.A. and Canada |
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Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield |
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Canada |
SCHEDULE II
PVI MANAGEMENT INC., as General Partner of
PARTNERS VALUE INVESTMENTS LP
Name and Position of |
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Principal Business |
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Principal |
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Citizenship |
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James L.R. Kelly, Director |
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Hwy.#26, West at 7th Line, P.O. Box 3394, Meaford, Ontario N4L 1A5 |
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President at Earth Power Traction and Equipment Inc. |
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Canada |
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Edward C. Kress, Director |
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51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1 |
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Corporate Director |
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Canada |
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Brian D. Lawson, Director, President and Chief Executive Officer |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Director, Managing Partner and Chief Financial Officer of Brookfield |
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Canada |
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Frank N.C. Lochan, Chairman |
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15 Ennisclare Dr. E., Oakville, Ontario L6J 4N3 |
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Corporate Director |
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Canada |
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Ralph J. Zarboni, Director |
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Rossiter Ventures Corporation 7357 Woodbine Ave., Suite 412 Markham, Ontario L3R 6L3 |
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President of Rossiter Ventures Corporation |
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Canada |
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C. Leslie Yuen, Director, Finance |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Director, Finance of BAM |
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Canada |
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Loretta Corso, Corporate Secretary |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Administrator, Corporate Secretary of Brookfield |
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Canada |
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Bryan Sinclair, Senior Associate |
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Bay Adelaide Centre, 333 Bay Street, Suite 1610, Toronto, Ontario M5H 2R2 |
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Vice President at Trisura Group Ltd. |
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Canada |
SCHEDULE III
PARTNERS LIMITED
Name and Position of |
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Principal Business |
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Principal Occupation or |
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Citizenship |
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Jack. L. Cockwell, Director and Chairman |
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51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada |
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Corporate Director |
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Canada |
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Brian W. Kingston, Director |
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250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. |
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Managing Partner of Brookfield |
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Canada |
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Brian D. Lawson, Director and President |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Director, Managing Partner and Chief Financial Officer of Brookfield |
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Canada |
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Timothy Price, Director |
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51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada |
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Chairman, Brookfield Funds |
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Canada |
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Cyrus Madon, Director |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Managing Partner of Brookfield |
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Canada |
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Samuel J.B. Pollock, Director |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Managing Partner of Brookfield |
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Canada |
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Sachin G. Shah, Director |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Managing Partner of Brookfield |
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Canada |
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Lisa Chu, Treasurer |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Senior Vice President of Brookfield |
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Canada |
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Loretta Corso, Secretary |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Administrator, Corporate Secretary of Brookfield |
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Canada |
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Brad Rusheleau, Assistant Secretary |
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181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Manager of Brookfield |
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Canada |
BROOKFIELD ASSET MANAGEMENT INC.
SUBSCRIPTION AGREEMENT
To: Brookfield Infrastructure L.P. (BILP)
Dated: July 12, 2019
RECITALS:
I. Brookfield Infrastructure Partners L.P. (BIP), a Bermuda exempted limited partnership, has agreed to issue and sell (the BIP Offering) 11,765,000 limited partnership units (LP Units) of BIP (the Initial Units) to a syndicate of underwriters (collectively, the Underwriters) at a price per LP Unit of $42.50 (the Public Price) pursuant to the terms and conditions of a purchase agreement dated July 12, 2019 (the Underwriting Agreement) between the Underwriters and BIP.
II. Pursuant to the terms and conditions of the Underwriting Agreement, BIP has granted to the Underwriters an option to purchase up to 1,764,750 additional LP Units of BIP at a price per LP Unit equal to the Public Price, exercisable at any time up to the 30th day after the Closing Date (as defined below) to cover over-allotments, if any, and for market stabilization purposes.
III. Upon completion of the BIP Offering, BIP is required pursuant to the terms of the limited partnership agreement of BILP to invest the proceeds in managing general partner units of BILP.
IV. Brookfield Asset Management Inc. (BAM) owns an approximate 29.3% interest in BIP assuming the exchange of all of BAMs redeemable partnership units (RPUs). Pursuant to the terms and conditions of this Agreement, BAM wishes to subscribe for 6,128,000 RPUs of BILP.
NOW THEREFORE, BAM and BILP agree as follows:
A. Subscription
1. Concurrently with the issue of LP Units to the Underwriters pursuant to the Underwriting Agreement (the Closing Date), BAM shall subscribe for and purchase from BILP and BILP shall issue and sell to BAM, 6,128,000 RPUs at a price per RPU equal to $40.80, being the dollar equivalent of the Public Price, less underwriting commissions payable by BIP per LP Unit (the Net BAM Price), for an aggregate price (the Subscription Amount) equal to $250,022,400 and on the other terms and conditions contained in this Agreement.
2. The closing of the purchase and sale of RPUs will be held at the offices of Torys LLP, in Toronto, Ontario at 8:00 a.m. on the Closing Date (the Closing Time). At the Closing Time, BILP shall deliver to BAM a certificate representing the RPUs registered in the name of BAM, against payment to BILP by wire transfer of the Subscription Amount.
B. BAMs Acknowledgements and Agreements
3. BAM acknowledges and agrees that:
(a) subject to the condition set forth in paragraph D.5 of this Agreement, this
subscription is and shall be irrevocable as against BAM; and
(b) BAM was not offered the RPUs in the United States, BAM is a non-U.S. person, the sale and purchase of the RPUs, including the execution of this Agreement was, or is being, or will be, as the case may be, executed, outside of the United States, and the sale and purchase of the RPUs is not part of a plan or scheme to evade the registration requirements of the United States Securities Act of 1933, as amended. For purposes of this paragraph (b), United States and non-U.S. person have the meanings ascribed thereto in Regulation S under such act.
C. BAMs Representations, Warranties and Covenants
4. BAM represents, warrants and covenants to BILP (which representations, warranties and covenants shall survive the Closing Time) and acknowledges that BILP is relying thereon, that:
(a) BAM is a corporation duly incorporated and is validly existing under the laws of the Province of Ontario;
(b) BAM has duly executed, authorized and delivered this Agreement, and upon acceptance by BILP, this Agreement will constitute a valid and binding agreement of BAM, enforceable against BAM in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors rights, general principles of equity that restrict the availability of equitable remedies, and to the extent that enforceability may be limited by applicable securities laws; and
(c) BAM will, with respect to this Agreement, execute, deliver and file or assist BILP in obtaining and filing such reports, undertakings and other documents relating to the purchase of the RPUs by BAM as may be required by any securities commission, stock exchange or other regulatory authority.
D. Conditions to Closing of the Purchase and Sale
5. The obligations of BILP and BAM to complete the purchase and sale of the RPUs at the Closing Time is conditional upon the completion or concurrent completion of the issuance of LP Units pursuant to the terms of the Underwriting Agreement.
6. BILPs obligation to issue and sell the RPUs at the Closing Time is subject to the satisfaction or waiver, at the option of BILP, of the following conditions:
(a) the representations and warranties made by BAM in this Agreement shall be true and correct when made, and shall be true and correct at the Closing Time with the same force and effect as if they had been made on and as of such dates;
(b) all covenants, agreements and conditions contained in this Agreement that BAM is required to perform on or prior to the Closing Time shall have been performed or complied with in all material respects;
(c) BILP shall have obtained all necessary qualifications and receipts under applicable securities laws, or obtained exemptions therefrom, required by any jurisdiction for the offer and sale of the RPUs to BAM;
(d) the sale of the RPUs shall not be prohibited by any law or governmental order or regulation; and
(e) no proceeding challenging this Agreement or the transactions contemplated by this Agreement, or seeking to prohibit, alter, prevent or materially delay the closing of the issuance of the RPUs shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.
E. Assignment
7. Except as provided in this section, no party may assign its rights or benefits under this Agreement. BAM may, at any time prior to the Closing Time assign all, or any part of, its rights and benefits under this Agreement to any subsidiary of BAM who delivers an instrument in writing to BILP confirming that it is bound by and shall perform all of the obligations of BAM under this Agreement as if it were an original signatory; provided that, no such assignment shall relieve BAM of its obligations under this Agreement. In the event of an assignment as contemplated by this section, any reference in this Agreement to BAM shall be deemed to include the assignee.
F. Notices
8. Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows:
To BILP:
Brookfield Infrastructure L.P. | |
Canons Court | |
73 Front Street | |
Hamilton, HM 12, Bermuda | |
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Fax No.: |
441-296-4475 |
Attention: |
Corporate Secretary |
To BAM:
Brookfield Asset Management Inc. | |
Suite 300, Brookfield Place | |
181 Bay Street, Box 762 | |
Toronto, Ontario M5J 2T3 | |
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Fax No.: |
(416) 365-9642 |
Attention: |
Vice-President, Legal Affairs |
or to such other address, individual or electronic communication number as may be designated by notice given by either party to the other. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day.
G. General
9. Time shall, in all respects, be of the essence in this Agreement.
10. All dollar amounts referred to in this Agreement are expressed in U.S. dollars and, for greater certainty, $ means U.S. dollars, unless otherwise indicated.
11. The headings contained in this Agreement are for convenience only and do not affect the construction or interpretation of this document.
12. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of BILP and BAM and their respective successors and permitted assigns.
13. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein
14. This Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.
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Dated as of the date first written above.
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BROOKFIELD ASSET MANAGEMENT INC. | |
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Per: |
/s/ Brian D. Lawson |
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Name: Brian D. Lawson |
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Title: Chief Financial Officer |
This Agreement is accepted by BILP as of the date first written above.
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BROOKFIELD INFRASTRUCTURE L.P., by its managing general partner, BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | |
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Per: |
/s/ Jane Sheere |
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Name: Jane Sheere |
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Title: Secretary |
[Subscription Agreement]
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D/A need be filed with respect to the ownership by each of the undersigned of the limited partnership units of Brookfield Infrastructure Partners L.P.
Dated: July 17, 2019
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BROOKFIELD ASSET MANAGEMENT INC. | |
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By: |
/s/ Kathy Sarpash |
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Name: Justin Beber |
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Title: Vice President |
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PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC. | |
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By: |
/s/ C. Leslie Yuen |
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Name: C. Leslie Yuen |
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Title: Director, Finance |
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PARTNERS LIMITED | |
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By: |
/s/ Brian Lawson |
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Name: Brian Lawson |
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Title: President |