0001104659-24-066968.txt : 20240531 0001104659-24-066968.hdr.sgml : 20240531 20240531100019 ACCESSION NUMBER: 0001104659-24-066968 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240531 DATE AS OF CHANGE: 20240531 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Infrastructure Partners L.P. CENTRAL INDEX KEY: 0001406234 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-33632 FILM NUMBER: 241008030 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM12 BUSINESS PHONE: 441 296-4480 MAIL ADDRESS: STREET 1: 73 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM12 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIP Bermuda Holdings I Ltd CENTRAL INDEX KEY: 0001860580 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 980564348 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-40437 FILM NUMBER: 241008035 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5 FL CITY: HAMILTON STATE: D0 ZIP: HM 21 BUSINESS PHONE: 441-294-3309 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5 FL CITY: HAMILTON STATE: D0 ZIP: HM 21 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Infrastructure LLC CENTRAL INDEX KEY: 0002016429 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-42117 FILM NUMBER: 241008033 BUSINESS ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808-1674 BUSINESS PHONE: (212) 417-7000 MAIL ADDRESS: STREET 1: 251 LITTLE FALLS DRIVE CITY: WILMINGTON STATE: DE ZIP: 19808-1674 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Infrastructure Holdings (Canada) Inc. CENTRAL INDEX KEY: 0001861661 ORGANIZATION NAME: IRS NUMBER: 980619542 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-40436 FILM NUMBER: 241008034 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Infrastructure Finance ULC CENTRAL INDEX KEY: 0001861662 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION & DISTRIBUTION [4923] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 981231205 STATE OF INCORPORATION: A0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-40433 FILM NUMBER: 241008031 BUSINESS ADDRESS: STREET 1: 4600-525 8TH AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2P 1G1 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: 4600-525 8TH AVENUE S.W. CITY: CALGARY STATE: A0 ZIP: T2P 1G1 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Infrastructure L.P. CENTRAL INDEX KEY: 0001860571 ORGANIZATION NAME: IRS NUMBER: 980550560 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-40438 FILM NUMBER: 241008036 BUSINESS ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5 FL CITY: HAMILTON STATE: D0 ZIP: HM 12 BUSINESS PHONE: 441-294-3309 MAIL ADDRESS: STREET 1: 73 FRONT STREET STREET 2: 5 FL CITY: HAMILTON STATE: D0 ZIP: HM 12 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIPC Holdings Inc. CENTRAL INDEX KEY: 0001861649 ORGANIZATION NAME: IRS NUMBER: 763576279 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-40435 FILM NUMBER: 241008032 BUSINESS ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-363-9491 MAIL ADDRESS: STREET 1: 181 BAY STREET STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 8-A12B 1 tm2415565d6_8a12b.htm 8-A12B

As filed with the Securities and Exchange Commission on May 31, 2024

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Brookfield Infrastructure Finance ULC**

(Exact name of registrant as specified in its charter)

Alberta, Canada

98-1231205

(State or Other Jurisdiction of Incorporation

or Organization)

(I.R.S. Employer Identification Number)

181 Bay Street, Suite 300

Toronto, Ontario, Canada M5J 2T3

416-363-9491

Brookfield Infrastructure LLC

Brookfield Place

250 Vesey Street, 15th Floor

New York, New York 10281-1023

(212) 417-7000

(Address and Telephone Number of Registrant’s

Principal Executive Offices)

(Name, Address and Telephone Number of Agent for

Service)

** See Table of Additional Registrants below.

Copies to:

Mile T. Kurta, Esq.

Christopher R. Bornhorst, Esq.

Torys LLP

1114 Avenue of the Americas, 23rd Floor

New York, New York 10036

(212) 880-6000

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

7.250% Subordinated Notes due 2084 (and the
subordinated guarantees related thereto)

The New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-278529, 333-278529-01, 333-278529-02, 333-278529-03, 333-278529-04, 333-278529-05, 333-278529-06

Securities to be registered pursuant to Section 12(g) of the Act: None

** TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Co- Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer ID Number	Address and Telephone Number of Principal Executive Offices	Name, Address and Telephone Number of Agent for Service
Brookfield Infrastructure Partners L.P.	Bermuda	N/A	73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3309	Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15^th Floor New York, New York 10281-1023 (212) 417-7000
Brookfield Infrastructure L.P.	Bermuda	98-0550560	73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3304	Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15^th Floor New York, New York 10281-1023 (212) 417-7000
BIP Bermuda Holdings I Limited	Bermuda	98-0564348	73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3304	Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15^th Floor New York, New York 10281-1023 (212) 417-7000
Brookfield Infrastructure Holdings (Canada) Inc.	Ontario	98-0619542	181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 +1 (416) 363-9491	Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15^th Floor New York, New York 10281-1023 (212) 417-7000
Brookfield Infrastructure LLC	Delaware	N/A	Brookfield Place 250 Vesey Street, 15^th Floor New York, New York 10281-1023 (212) 417-7000	Not Applicable
BIPC Holdings Inc.	Ontario	N/A	Suite 300, 181 Bay Street Toronto, Ontario, Canada M5J 2T3 416-363-9491	Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15^th Floor New York, New York 10281-1023 (212) 417-7000

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Brookfield Infrastructure Finance ULC (the “Issuer”), Brookfield Infrastructure Partners L.P. (the “Partnership”), Brookfield Infrastructure L.P. (“BILP”), BIP Bermuda Holdings I Limited (“Bermuda Holdco”), Brookfield Infrastructure Holdings (Canada) Inc. (“Can Holdco”), Brookfield Infrastructure LLC (“BI LLC”) and BIPC Holdings Inc. (“BIPC Holdings”, and together with BILP, Bermuda Holdco, Can Holdco and BI LLC, the “Subsidiary Guarantors”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement dated May 29, 2024 (the “Prospectus Supplement”) to the base prospectus dated April 5, 2024 (the “Base Prospectus”), relating to the 7.250% Subordinated Notes due 2084 issued by the Issuer (and the subordinated guarantees related thereto issued by the Partnership and the Subsidiary Guarantors), which such securities are registered under the U.S. Securities Act of 1933, as amended, pursuant to the Issuer’s, the Partnership’s and the Subsidiary Guarantors’ joint registration statement on Form F-3ASR (File Nos. 333-278529, 333-278529-01, 333-278529-02, 333-278529-03, 333-278529-04, 333-278529-05, 333-278529-06), which became automatically effective upon filing with the SEC on April 5, 2024. Such securities, which will be listed for trading on the New York Stock Exchange under the symbol “BIPJ”, are being registered under the U.S. Securities Exchange Act of 1934, as amended, pursuant to this registration statement. The Base Prospectus and the Prospectus Supplement are deemed to be incorporated by reference into this registration statement.

Item 1.

Description of Registrant’s Securities to be Registered.

The Issuer, the Partnership and the Subsidiary Guarantors are registering hereunder $150,000,000 in aggregate principal amount of the Issuer’s 7.250% Subordinated Notes due 2084 (the “Notes”). The Notes will be fully and unconditionally guaranteed, on a subordinated basis, as to payment of principal, premium (if any) and interest and certain other amounts by the Partnership, and guaranteed, on a subordinated basis, as to payment of principal, premium (if any) and interest and certain other amounts by the Subsidiary Guarantors. For a description of the Notes, reference is made to the information under the heading “Description of Debt Securities and Guarantees” of the Base Prospectus, as supplemented by the information under the heading “Description of the Notes” in the Prospectus Supplement. Such information is incorporated herein by reference and made a part of this registration statement in its entirety. The Notes will be governed by the Indenture dated May 24, 2021, as amended and supplemented by the Second Supplemental Indenture, dated May 31, 2024, by and among the Issuer, the Partnership and the Subsidiary Guarantors, as guarantors, and Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as trustees, copies of which are incorporated by reference herein.

Item 2.

Exhibits.

Exhibit Number		Description

4.1		Indenture dated May 24, 2021, by and among Brookfield Infrastructure Finance ULC, as issuer, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and BIPC Holdings Inc., as guarantors, and Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as trustees (filed as Exhibit 4.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed on May 24, 2021)

4.2		Second Supplemental Indenture dated May 31, 2024, by and among Brookfield Infrastructure Finance ULC, as issuer, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure LLC and BIPC Holdings Inc., as guarantors, and Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as trustees (filed as Exhibit 4.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed on May 31, 2024)

4.3		Form of 7.250% Subordinated Notes due 2084 (filed as Exhibit 4.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed on May 31, 2024)

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: May 31, 2024	Brookfield INFRASTRUCTURE FINANCE ULC

	By:	/s/ David Krant
		Name:	David Krant
		Title:	Senior Vice President and Chief Financial Officer

	Brookfield INFRASTRUCTURE Partners L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary

	Brookfield INFRASTRUCTURE L.P. by its general partner, Brookfield INFRASTRUCTURE Partners L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary

	bip Bermuda Holdings I Limited

	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary

	BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC.

	By:	/s/ David Krant
		Name:	David Krant
		Title:	Senior Vice President and Chief Financial Officer

BROOKFIELD INFRASTRUCTURE LLC

By:	/s/ Ralph Klatzkin
	Name:	Ralph Klatzkin
	Title:	Vice President

BIPC HOLDINGS INC.

By:	/s/ David Krant
	Name:	David Krant
	Title:	Senior Vice President