As filed with the Securities and Exchange Commission on April 30, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 20-F/A
(AMENDMENT NO. 1)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
for the fiscal year ended December 31, 2011
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-33632
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
Bermuda
(Jurisdiction of incorporation or organization)
73 Front Street
Hamilton, HM 12, Bermuda
+1-441-294-3309
(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered pursuant to Section 12(b) of the Act:
Title of class | Name of each exchange on which registered | |||
| Limited Partnership Units | New York Stock Exchange; Toronto Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
132,352,111 Limited Partnership Units as of December 31, 2011
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
¨ U.S. GAAP | x International Financial Reporting Standards as issued | ¨ Other |
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
EXPLANATORY NOTE
Brookfield Infrastructure Partners L.P. (the “Registrant”) is filing this Amendment No. 1 (this “Amendment No. 1”) to amend its Annual Report on Form 20-F for the year ended December 31, 2011 (the “Annual Report”) as filed with the U.S. Securities and Exchange Commission on April 27, 2012. The Registrant is filing this Amendment No. 1 solely to correct a typographical error in Exhibit 13.2, which is replaced in its entirety with the attached Exhibit 13.2 (the Exhibit erroneously referred to the fiscal year ended December 31, 2010, when it should have referred to the fiscal year ended December 31, 2011).
This Amendment No. 1 consists solely of a cover page, this explanatory note, an exhibit index, Exhibit 13.2, updated certifications of our principal executive officer and our principal financial officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and a signature page.
Except as described above, this Amendment No. 1 does not amend, update or restate the information in any other item of the Annual Report or reflect any events that have occurred after the original filing date of the Annual Report.
| ITEM 19. | EXHIBITS |
Number | Description | |||
| 12.1 | Certification of Samuel Pollock, Chief Executive Officer, Brookfield Infrastructure Group Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |||
| 12.2 | Certification of John Stinebaugh, Chief Financial Officer, Brookfield Infrastructure Group Corporation, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |||
| 13.1 | Certification of Samuel Pollock, Chief Executive Officer, Brookfield Infrastructure Group Corporation, pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.* | |||
| 13.2 | Certification of John Stinebaugh, Chief Financial Officer, Brookfield Infrastructure Group Corporation, pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002.* | |||
| * | Filed electronically herewith. |
The registrant hereby certifies that it meets all of the requirements for filing an annual report on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Dated: April 30, 2012 | BROOKFIELD INFRASTRUCTURE PARTNERS L.P. by its general partner, Brookfield Infrastructure Partners Limited | |||||
By: | /s/ LOU MAROUN | |||||
| Name: | Lou Maroun | |||||
| Title: | Director | |||||
