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    SEC Form SC 13D/A filed by Brookfield Infrastructure Partners LP (Amendment)

    11/22/21 8:00:31 AM ET
    $BIP
    Marine Transportation
    Consumer Discretionary
    Get the next $BIP alert in real time by email
    SC 13D/A 1 tm2133464d1_sc13da.htm SC 13D/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13D/A

    (Amendment No. 11)

     

    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 B. 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)

     

    November 17, 2021

    (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 ☐.

     

    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 person’s 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)

     

     

     

     

     

     

    SCHEDULE 13D
     
    CUSIP No. G16252101
                 
    1  

    Names of Reporting Persons

    BROOKFIELD ASSET MANAGEMENT INC.

    2  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) x — Joint Filing

    3   SEC Use Only
    4  

    Source of Funds (See Instructions)

    AF

    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 LIMITED PARTNERSHIP UNITS(1)

      8  

    Shared Voting Power

    137,982,130 LIMITED PARTNERSHIP UNITS(1)

      9  

    Sole Dispositive Power

    0 LIMITED PARTNERSHIP UNITS(1)

      10  

    Shared Dispositive Power

    137,982,130 LIMITED PARTNERSHIP UNITS(1)

    11  

    Aggregate Amount Beneficially Owned by Each Reporting Person

    137,982,130 LIMITED PARTNERSHIP UNITS(1)

    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)

    31.2%(2) OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS

    14   Type of Reporting Person (See Instructions)
        CO        
                   

     

    (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, 6,128,000 RPUs owned by BIP REU Holdings (2019) L.P., a wholly-owned subsidiary of Brookfield, and 7,104,300 RPUs owned by Brookfield Investments Corporation, a wholly-owned subsidiary of Brookfield. This amount further includes 1,000,000 class A exchangeable subordinate voting shares (“exchangeable shares”) of Brookfield Infrastructure Corporation (“BIPC”) owned by Brookfield and 7,675,193 exchangeable shares owned by BIPC Holding LP, a wholly-owned subsidiary of Brookfield.

     

    Each exchangeable share is exchangeable at the option of the holder for one Unit (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of BIPC). Each RPU is currently exchangeable for one Unit under certain circumstances.

     

    (2) As of November 17, 2021, there were approximately 305,190,145 Units outstanding.

     

     

     

     

    SCHEDULE 13D
     
    CUSIP No. G16252101        
                 
    1  

    Names of Reporting Persons

    BAM PARTNERS TRUST

    2  

    Check the Appropriate Box if a Member of a Group (See Instructions)

    (a) ¨ (b) x — Joint Filing

    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 LIMITED PARTNERSHIP UNITS

      8  

    Shared Voting Power

    137,982,130 LIMITED PARTNERSHIP UNITS(1)

      9  

    Sole Dispositive Power

    0 LIMITED PARTNERSHIP UNITS

      10  

    Shared Dispositive Power

    137,982,130 LIMITED PARTNERSHIP UNITS(1)

    11  

    Aggregate Amount Beneficially Owned by Each Reporting Person

    137,982,130 LIMITED PARTNERSHIP UNITS(1)

    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)

    31.2%(2) OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS

    14   Type of Reporting Person (See Instructions)
        OO        
                         

     

    (1) This amount includes the Units, RPUs and exchangeable shares beneficially owned by Brookfield.

     

    (2) As of November 17, 2021, there were approximately 305,190,145 Units outstanding.

     

     

     

     

    SCHEDULE 13D
     
    CUSIP No. G16252101

     

    Explanatory Note

     

    This Amendment No. 11 (this “Amendment No. 11”) to Schedule 13D is being filed to reflect, among other things, (i) the removal of Partners Limited (“Partners”) and Partners Value Investments L.P. (“Value Investments”) as Reporting Persons (as defined in the original Schedule 13D), (ii) the addition of BAM Partners Trust, a trust established under the laws of the Province of Ontario (the “BAM Partnership”), as a Reporting Person and (iii) the closing on November 17, 2021 of the previously announced equity offering of limited partnership units of the Brookfield Infrastructure Partners L.P., which included a concurrent private placement (the “Private Placement”) to Brookfield Investments Corporation (“BIC”), a subsidiary of Brookfield Asset Management Inc. (“Brookfield”), of 7,104,300 redemption-exchange units (“RPUs”) of Brookfield Infrastructure L.P. (“Holding LP”), which are exchangeable for limited partnership units of the Partnership (the “Units”) under certain circumstances.

     

    Information and defined terms reported in the original Schedule 13D, as amended through Amendment No. 10 thereto (the “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. 11.

     

    Item 2. Identity and Background

     

    The BAM Partnership shall be deemed a “Reporting Person” and each of Partners and Value Investments shall not be deemed to be a “Reporting Person” for purposes of this Schedule 13D, as amended hereby. The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act. The agreement among the Reporting Persons to file this Schedule 13D jointly (the “Joint Filing Agreement”) is attached hereto as Exhibit 11.

     

    Item 2(a) of the original Schedule 13D is hereby amended to remove reference to Partners and Value Investments, including subsections (ii) and (iii), and supplemented to add new section (ii) as follows:

     

    (ii) BAM Partners Trust (the “BAM Partnership”), a trust formed under the laws of the Province of Ontario. The trustee of the BAM Partnership is BAM Class B Partners Inc., an Ontario corporation (“BAM Partners”). In accordance with the previous announcement in Brookfield’s management information circular dated April 27, 2020, Partners closed the transfer of 85,120 class B limited voting shares of Brookfield (the “BAM Class B Shares”) on April 6, 2021, representing 100% of such shares, to the BAM Partnership. The BAM Class B Shares entitle the holders thereof to appoint one half of the board of directors of Brookfield.

     

    Item 2(b)-(c), (f) of the original Schedule 13D is hereby amended to remove references to Partners and Value Investments, including the schedules of directors and officers thereof, and supplemented as follows:

     

    BAM Partners is the trustee of the BAM Partnership, and the principal business address of BAM Partners and the BAM Partnership is Brookfield Place, 181 Bay Street, Suite 300, P.O. Box 762, Toronto, Ontario M5J 2T3, Canada.

     

    Schedule I to this Amendment No. 11 sets forth a list of updated names of directors and executive officers of Brookfield (to be included as “Scheduled Persons” for purposes of this Schedule 13D), and their respective principal occupations, addresses, and citizenships.

     

    Schedule II to this Amendment No. 11 sets forth a list of all of the directors and officers (to be included as “Scheduled Persons” for purposes of this Schedule 13D) of BAM Partners, as trustee of the BAM Partnership, and their respective principal occupations, addresses, and citizenships.

     

    Item 2(d)-(e) of the original Schedule 13D is hereby amended to remove reference to Partners and Value Investments, and supplemented as follows:

     

     

     

     

    During the last five years, none of Reporting Persons and, to their respective knowledge, none of the Scheduled Persons, has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     

    Item 3. Source and Amount of Funds or Other Consideration

     

    Item 3 of the Schedule 13D is hereby supplemented as follows:

     

    In connection with the Private Placement, BIC and Holding LP entered into a subscription agreement, dated as of November 17, 2021 (the “Subscription Agreement”), which provided for the purchase by BIC of 7,104,300 RPUs at $56.304 per unit using working capital and deliverable at closing on or about November 17, 2021.

     

    The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement, which is incorporated herein by reference as Exhibit 13.

     

    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 this Amendment No. 11 is hereby incorporated by reference.

     

    Item 5. Interest in Securities of the Issuer

     

    Items 5(a)-(b) of the Schedule 13D are hereby amended as follows:

     

    (a)-(b) The information provided in the cover pages of this Amendment No. 11 is hereby incorporated by reference. Assuming that all of the RPUs of Holding LP were exchanged for Units pursuant to the redemption-exchange mechanism and all exchangeable shares of BIPC held by the Reporting Persons were exchanged for Units, as of the date hereof, the Reporting Persons may be deemed to be the beneficial owners of 137,982,130 Units, and such Units would constitute approximately 31.2% of the issued and outstanding Units based on the number of Units outstanding as of November 17, 2021. Brookfield holds hold the Units, RPUs and exchangeable shares, as applicable, directly or in one or more wholly-owned subsidiaries.

     

    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 this Amendment No. 11 is hereby incorporated by reference.

     

    As of November 17, 2021, Brookfield may deliver up to 64,686,098 Units to satisfy exchanges of exchangeable shares in accordance with the terms of the Rights Agreement.

     

    Item 7. Material to be Filed as Exhibits.

     

    Item 7 of Schedule 13D is hereby amended and supplemented as follows:

     

    Exhibit 11. Joint Filing Agreement, dated November 22, 2021

     

    Exhibit 13. Subscription Agreement dated November 17, 2021 by and between Brookfield Investments Corporation and Brookfield Infrastructure L.P.

     

     

     

     

    SCHEDULE 13D
     
    CUSIP No. G16252101        

     

    SIGNATURES

     

    After reasonable inquiry and to the best of the undersigned’s 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: November 22, 2021 BROOKFIELD ASSET MANAGEMENT INC.
       
      By: /s/ Kathy Sarpash
        Name: Kathy Sarpash
        Title: Senior Vice President
         
      BAM PARTNERS TRUST, by its trustee, BAM CLASS B PARTNERS INC.
       
      By: /s/ Kathy Sarpash
        Name: Kathy Sarpash
        Title: Secretary

     

     

     

     

    SCHEDULE I

     

    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 and Director

     

    181 Bay Street, Suite 300

    Toronto, Ontario

    M5J 2T3, Canada

      Vice Chair, Brookfield   Canada
               
    Angela F. Braly, Director   250 Vesey Street, 15th Floor, New York, NY 10281-1023, 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
               
    Bruce Flatt, Director and Chief Executive Officer   One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.   Chief Executive Officer, Brookfield   Canada
               
    Janice Fukakusa, Director   181 Bay Street, Suite 300
    Toronto, Ontario
    M5J 2T3, Canada
      Corporate Director   Canada
               
    Nicholas H. Goodman, Managing Partner, Chief Financial Officer  

    181 Bay Street, Suite 300

    Toronto, Ontario

    M5J 2T3, Canada

      Managing Partner, Chief Financial Officer, Brookfield   United Kingdom
               

    Maureen Kempston Darkes,

    Director

     

    181 Bay Street, Suite 300

    Toronto, Ontario

    M5J 2T3, 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 and Director   181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Vice Chair, Brookfield   Canada
                 
    Cyrus Madon, Managing Partner, Chief Executive Officer Private Equity   181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada   Managing Partner, Chief Executive Officer of Private Equity of Brookfield   Canada
               
    Howard S. Marks, Director   333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A.   Co-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   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
                 
    Hutham S. Olayan, Director   505 Park Avenue, New York, NY 10022, U.S.A.   Chair of The Olayan Group   U.S.A. and Saudi Arabia
             
    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 O’Donnell,

    Director

     

    Frontier Economics, 71 High Holborn, London U.K.

    WC1V 6DA

      Chair of Frontier Economics Limited   United Kingdom
             
    Ngee Huat Seek, Director  

    501 Orchard Road, #08 — 01

    Wheelock Place, Singapore 238880

      Chair, GLP IM Holdings Limited   Singapore
             
    Sachin G. Shah, Managing Partner, Chief Investment Officer   181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada   Managing Partner, Chief Investment Officer, 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
                 
    Connor Teskey. Managing Partner, Chief Executive Officer Renewable Power   One Canada Square, Level 25, Canary Wharf, London, UK E14 5AA   Managing Partner, Chief Executive Officer Renewable Power, Brookfield   Canada

     

     

     

     

    SCHEDULE II

     

    BAM CLASS B PARTNERS INC.

     

    Name and Position of

    Officer or Director

      Principal Business Address  

    Principal Occupation or

    Employment

      Citizenship

    Jack L. Cockwell,

    Director and Vice President

     

    51 Yonge Street, Suite 400,

    Toronto, Ontario M5E 1J1,

    Canada

      Chair of Brookfield Partners Foundation   Canada
           

    Bruce Flatt,

    Director and Vice President

     

    181 Bay Street, Suite 300,

    Toronto, Ontario M5J 2T3,

    Canada

      Chief Executive Officer, Brookfield   Canada
           

    Brian D. Lawson,

    Director and President

     

    181 Bay Street, Suite 300,

    Toronto, Ontario M5J 2T3,

    Canada

      Vice Chair, Brookfield   Canada
           

    Kathy Sarpash,

    Secretary

     

    181 Bay Street, Suite 300,

    Toronto, Ontario M5J 2T3,

    Canada

      Senior Vice-President of Brookfield   Canada

     

     

     

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      BROOKFIELD, News, April 03, 2025 (GLOBE NEWSWIRE) -- Brookfield Infrastructure Partners L.P. ("BIP") (NYSE:BIP, TSX:BIP) and its institutional partners (collectively, "Brookfield Infrastructure") reached a definitive agreement to acquire 100% of the world-class midstream asset portfolio Colonial Enterprises ("Colonial"), which includes the Colonial Pipeline, for an enterprise value of approximately $9 billion or 9x EBITDA. Colonial is comprised of the largest refined products system in the U.S., spanning approximately 5,500 miles between Texas and New York. The business has a multi-decade track record of strong performance and high utilization serving a high-quality customer base along the

      4/3/25 10:39:02 PM ET
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      Marine Transportation
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    • Brookfield Infrastructure to Host First Quarter 2025 Results Conference Call

      BROOKFIELD, NEWS, April 02, 2025 (GLOBE NEWSWIRE) -- Brookfield Infrastructure Partners will hold its first quarter 2025 conference call and webcast on Wednesday, April 30, 2025 at 9:00 a.m. (ET). Results will be released that morning before 7:00 a.m. (ET) and will be available on our website at https://bip.brookfield.com. Participants can join by conference call or webcast. Conference Call Please pre-register at: BIP2025Q1ConferenceCallUpon registering, you will be emailed a dial-in number and unique PIN. This process will bypass the operator and avoid the queue. Webcast Please join and register at: BIP2025Q1Webcast About Brookfield Infrastructure Brookfield Infrastructure is a l

      4/2/25 4:05:00 PM ET
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      Marine Transportation
      Consumer Discretionary

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    • Evoque Announces Executive Leadership Appointment

      DALLAS, May 17, 2023 (GLOBE NEWSWIRE) -- Evoque, a leading provider of colocation, build-to-suit data centers, and full-stack cloud engineering, today announced the appointment of Spencer Mullee as CEO, effective immediately. Spencer brings with him over 25 years of experience managing data centers in the US and internationally, which will position Evoque for continued growth.   Most recently Spencer held the role of CEO at DCI Data Centers, where he was responsible for leading the development and execution of the company's long-term data center growth strategy within Australia and the greater Asia Pacific region. DCI was acquired by Brookfield's Infrastructure Group in 2019. Under Spen

      5/17/23 1:00:00 PM ET
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