Form SC 13D/A Brookfield Infrastructur Filed by: BROOKFIELD ASSET MANAGEMENT INC.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 2)

 

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)

 

November 5, 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 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 0
				8		SHARED VOTING POWER 8,675,193(1)
				9		SOLE DISPOSITIVE POWER 0
				10		SHARED DISPOSITIVE POWER 8,675,193(1)

 

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) 11.8%(2)(3)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

 

(1) This amount includes Class A Shares beneficially owned by BIPC Holding LP, BIPC GP Holdings Inc., BIG Holdings L.P., Brookfield Infrastructure Group Limited, BAM Infrastructure Group L.P. and BAM Limited.

 

(2) Percentage ownership is based on an aggregate 73,361,291 class A exchangeable voting shares (the “Class A Shares”) of the Brookfield Infrastructure Corporation (the “Issuer”) outstanding as of November 17, 2021.

 

(3) 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 78% voting interest in the Issuer. 

 

CUSIP No. 11275Q107

1		NAMES OF REPORTING PERSONS BAM PARTNERS TRUST
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  8,675,193(4)
				9		SOLE DISPOSITIVE POWER    0
				10		SHARED DISPOSITIVE POWER  8,675,193(4)

 

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    8,675,193 (5)
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)  11.8%(5)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    OO

 

(4) This amount consists of Class A Shares beneficially owned by Brookfield Asset Management Inc.

 

(5) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.  

 

 

 

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) 10.5%(6)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

 

(6) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021. 

 

 

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		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) 10.5%(7)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

 

(7) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.

 

 

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
		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) 10.5%(8)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

 

(8) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021. 

 

 

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) 10.5%(9)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO

 

(9) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.

 

 

 

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)    10.5%(10)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    PN

 

(10) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.

 

 

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

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)    10.5%(11)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)    CO

 

(11) Percentage ownership is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.

 

 

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

 

 

 

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

 

 

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%(12)
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

 

(12) 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 78% voting interest in the Issuer.

 

 

Explanatory Note

 

This Amendment No. 2 (this “Amendment No. 2”) to the Schedule 13D, originally filed on April 9, 2020 and as thereafter amended on July 31, 2020 (the “original 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 decrease in the beneficial ownership of Class A Shares (as defined in the original Schedule 13D) by the Reporting Persons resulting from an increase in the number of outstanding Class A Shares.

 

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. 2.

 

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 99.7.

 

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

 

(xi) 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.

 

Schedules I to III to this Amendment No. 2 set forth a list of updated names of directors and executive officers of Brookfield, BIPL and BIGL (to be included as “Scheduled Persons” for purposes of this Schedule 13D), and their respective principal occupations, addresses, and citizenships.

 

Schedule IV to this Amendment No. 2 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 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 8,675,193 shares, constituting approximately 11.8% of the Issuer’s currently outstanding Class A Shares. The percentage of Class A Shares of the Issuer is based on an aggregate 73,361,291 Class A Shares outstanding as of November 17, 2021.

 

(i) Brookfield

 

(a)

Brookfield may be deemed the beneficial owner of 8,675,193 Class A Shares, constituting a percentage of approximately 11.8%.

 

(b)

Sole voting power to vote or direct vote: 0 Class A Shares

 

Shared voting power to vote or direct vote: 8,675,193 Class A Shares

 

Sole power to dispose or direct the disposition: 0 Class A Shares

 

Shared power to dispose or direct the disposition: 8,675,193 Class A Shares

 

(ii) BAM Partnership

 

(a)

BAM Partnership may be deemed the beneficial owner of 8,675,193 Class A Shares, constituting a percentage of approximately 11.8%

 

(b)

Sole voting power to vote or direct vote: 0 Class A Shares

 

Shared voting power to vote or direct vote: 8,675,193 Class A Shares

 

Sole power to dispose or direct the disposition: 0 Class A Shares

 

Shared power to dispose or direct the disposition: 8,675,193 Class A Shares

 

(iii) BIPC Holding

 

(a)

BIPC Holding may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5%

 

(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

 

(iv) BIPC GP

 

(a)

BIPC GP may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5%

 

(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) 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

 

(vi) 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 Share

 

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) 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 Share

 

(viii) BIG Holdings

 

(a)

BIG Holdings may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5%

 

(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

 

(ix) BIGL

 

(a)

BIGL may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5%

 

(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) BIG LP

 

(a)

BIG LP may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5%

 

(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

 

(xii) BAM Limited

 

(a)

BAM Limited may be deemed the beneficial owner of 7,675,193 Class A Shares, constituting a percentage of approximately 10.5%

 

(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

 

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:

 

Brookfield and BIP hold an approximate 78% voting interest in the Issuer (as of November 17, 2021), BIP may receive up to 73,361,291 Class A Shares (as of November 17, 2021) in accordance with the terms of the Class A Shares and Brookfield may receive up to 64,686,098 Class A Shares (as of November 17, 2021) 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 99.7 – Joint Filing Agreement, dated November 22, 2021

 

 

 

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.

 

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
	BIPC HOLDING LP, by its general partner BIPC GP HOLDINGS INC.
	By:	/s/ Albert Lin
		Name:	Albert Lin
		Title:	Secretary
	BIPC GP HOLDINGS INC.
	By:	/s/ Albert Lin
		Name:	Albert Lin
		Title:	Secretary

 

 

	BIG HOLDINGS L.P., by its general partner BROOKFIELD INFRASTRUCTURE GROUP LIMITED
	By:	/s/ Albert Lin
		Name:	Albert Lin
		Title:	Secretary
	BROOKFIELD INFRASTRUCTURE GROUP LIMITED
	By:	/s/ Albert Lin
		Name:	Albert Lin
		Title:	Secretary
	BAM INFRASTRUCTURE GROUP L.P., by its general partner BAM LIMITED
	By:	/s/ Kathy Sarpash
		Name:	Kathy Sarpash
		Title:	Vice President and Secretary
	BAM LIMITED
	By:	/s/ Kathy Sarpash
		Name:	Kathy Sarpash
		Title:	Vice President and Secretary
	BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary

 

 

	BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary
	BROOKFIELD INFRASTRUCTURE GROUP BERMUDA LIMITED
	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary

 

 

SCHEDULE I

 

BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Anne Schaumburg, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Corporate Director		U.S.A.
Jeffrey M. Blidner, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Vice Chair of Brookfield		Canada
William J. Cox, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		President and Chairman of Waterloo Properties		United Kingdom
Roslyn Kelly, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Senior Managing Director of Mediobanca		Ireland
John Mullen, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Chairman of Telstra, Brambles, and the unlisted entity Toll Group		Australia
Daniel Muñiz Quintanilla, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Corporate Director		Mexico
Derek Pannell, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Corporate Director		United Kingdom
Rajeev Vasudeva, Director		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Chairman of Centum Learning Ltd.		India
Gregory Ernest Alexander Morrison, President		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		President of Brookfield Bermuda Ltd		Canada
Gregory Noel McConnie, Vice President		Rendezvous Corporate Center, 2nd Floor, Rendezvous, Christ Church, Barbados BB15131		President and CEO of Brookfield International Bank Inc.		Barbados
James Alexander Bodi, Vice President		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		CEO of Brookfield Bermuda Ltd		Canada
Jane Sheere, Secretary		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Manager – Corporate Services of Brookfield Bermuda Ltd		United Kingdom
Anna Knapman-Scott, Assistant Secretary		73 Front Street, 5th Floor, Hamilton HM 12, Bermuda		Operations Manager and Legal Counsel of Brookfield Bermuda Ltd		Bermuda

 

 

SCHEDULE II

 

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 III

 

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
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

 

 

SCHEDULE IV

 

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

 

 

 

Exhibit 99.7

 

JOINT FILING AGREEMENT

 

This will confirm the agreement among the undersigned that the Schedule 13D/A filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of the class A exchangeable subordinate voting shares, no par value of Brookfield Infrastructure Corporation is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

 

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
	BIPC HOLDING LP, by its general partner BIPC GP HOLDINGS INC.
	By:	/s/ Albert Lin
		Name:	Albert Lin
		Title:	Secretary
	BIPC GP HOLDINGS INC.
	By:	/s/ Albert Lin
		Name:	Albert Lin
		Title:	Secretary

 

 

	BIG HOLDINGS L.P., by its general partner BROOKFIELD INFRASTRUCTURE GROUP LIMITED
	By:	/s/ Albert Lin
		Name:	Albert Lin
		Title:	Secretary
	BROOKFIELD INFRASTRUCTURE GROUP LIMITED
	By:	/s/ Albert Lin
		Name:	Albert Lin
		Title:	Secretary
	BAM INFRASTRUCTURE GROUP L.P., by its general partner BAM LIMITED
	By:	/s/ Kathy Sarpash
		Name:	Kathy Sarpash
		Title:	Vice President and Secretary
	BAM LIMITED
	By:	/s/ Kathy Sarpash
		Name:	Kathy Sarpash
		Title:	Vice President and Secretary
	BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary

 

 

	BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary
	BROOKFIELD INFRASTRUCTURE GROUP BERMUDA LIMITED
	By:	/s/ Jane Sheere
		Name:	Jane Sheere
		Title:	Secretary

 

 

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