SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 9)
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)
March 31, 2020
(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 Rule13d-1(e),13d-1(f) or13d-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 Rule13d-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)
| CUSIP No. G16252101 | SCHEDULE 13D |
| 1 | Names of Reporting Persons
BROOKFIELD ASSET MANAGEMENT INC. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ — 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
135,958,530 LIMITED PARTNERSHIP UNITS(1) | |||||
| 9 | Sole Dispositive Power
0 LIMITED PARTNERSHIP UNITS | |||||
| 10 | Shared Dispositive Power
135,958,530 LIMITED PARTNERSHIP UNITS(1) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
135,958,530 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)
31.7% 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, and 6,128,000 RPUs owned by BIP REU Holdings (2019) L.P., a wholly-owned subsidiary of Brookfield. This amount further includes 1,000,000 class A exchangeable subordinate voting shares of Brookfield Infrastructure Corporation (“exchangeable shares”) owned by Brookfield and 12,755,893 exchangeable shares owned by BIPC Holding LP, a wholly-owned subsidiary of Brookfield. |
| CUSIP No. G16252101 | SCHEDULE 13D |
| 1 | Names of Reporting Persons
PARTNERS VALUE INVESTMENTS LP | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ — 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
848,873 LIMITED PARTNERSHIP UNITS(1)(2) | ||||
| 8 | Shared Voting Power
0 LIMITED PARTNERSHIP UNITS | |||||
| 9 | Sole Dispositive Power
848,873 LIMITED PARTNERSHIP UNITS(1)2) | |||||
| 10 | Shared Dispositive Power
0 LIMITED PARTNERSHIP UNITS | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
848,873 LIMITED PARTNERSHIP UNITS(1)(2) | |||||
| 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)
0.3% OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS | |||||
| 14 | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Partners Value Investments LP has sole voting and dispositive power through its 100% owned subsidiary, Partners Value Investments Inc. |
| (2) | This amount includes 84,887 exchangeable shares. |
| CUSIP No. G16252101 | SCHEDULE 13D |
| 1 | Names of Reporting Persons
PARTNERS LIMITED | |||||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒ — 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
42,335 LIMITED PARTNERSHIP UNITS(1) | ||||
| 8 | Shared Voting Power
136,807,403 LIMITED PARTNERSHIP UNITS | |||||
| 9 | Sole Dispositive Power
42,335 LIMITED PARTNERSHIP UNITS(1) | |||||
| 10 | Shared Dispositive Power
136,807,403 LIMITED PARTNERSHIP UNITS | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
136,849,738 LIMITED PARTNERSHIP UNITS | |||||
| 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)
31.9 % OF THE OUTSTANDING LIMITED PARTNERSHIP UNITS | |||||
| 14 | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | This amount includes 4,233 exchangeable shares. |
| CUSIP No. G16252101 | SCHEDULE 13D |
Explanatory Note
This Amendment No. 9 (this “Amendment No. 9”) to Schedule 13D is being filed by Brookfield Asset Management Inc. (“Brookfield”), Partners Limited (“Partners”), and Partners Value Investments LP (“Value Investments”), by its general partner, PVI Management Inc. (Value Investments, collectively with Brookfield and Partners, the “Reporting Persons”) to reflect the closing on March 31, 2020 of the previously announced distribution of class A exchangeable subordinate voting shares (“exchangeable shares”) of Brookfield Infrastructure Corporation (“BIPC”) to the unitholders of the Issuer and Holding LP.
Information and defined terms reported in the original Schedule 13D, as amended through Amendment No. 8 thereto, remains in effect except to the extent that it is amended or superseded by information or defined terms contained in this Amendment No. 9.
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. and Partners, respectively.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of Schedule 13D is hereby supplemented as follows:
On or about March 31, 2020, the Reporting Persons received an aggregate 13,889,459 exchangeable shares in connection with the previously announced distribution of exchangeable shares to the unitholders of the Issuer and Holding LP. Each exchangeable share is structured with the intention of providing an economic return equivalent to one Unit (subject to adjustment to reflect certain capital events). 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). The Issuer may elect to satisfy BIPC’s exchange obligation by acquiring such tendered exchangeable shares for an equivalent number of Units (subject to adjustment to reflect certain capital events) or its cash equivalent.
Item 5. Interest in Securities of the Issuer
Items 5(a)—(b) of Schedule 13D are hereby amended as follows:
| (a)-(b) | Assuming that all of the exchangeable shares of BIPC held by Value Investments were exchanged for Units, as of the date hereof, Value Investments may be deemed to be the beneficial owner of 848,873 Units, for which Value Investments has sole voting and dispositive power through its 100% owned subsidiary, Partners Value Investments Inc., and such Units constitute approximately 0.3% of the issued and outstanding Units based on the number of Units outstanding as of December 31, 2019. Assuming that all of the redeemable partnership units 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, Brookfield may be deemed to be the beneficial owner of 135,958,530 Units and Partners may be deemed to be the beneficial owner of 136,849,738 Units, and such Units would constitute approximately 31.7% and 31.9%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of December 31, 2019. The Units deemed to be beneficially owned by Partners include 42,335 Units and exchangeable shares 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 42,335 Units and exchangeable shares with respect to which it has sole voting and investment power. |
| CUSIP No. G16252101 | SCHEDULE 13D |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of Schedule 13D is hereby supplemented as follows:
Holders of exchangeable shares are entitled to exchange their exchangeable shares for an equivalent number of Units (subject to adjustment to reflect certain capital events) or its cash equivalent (the form of payment to be determined at the election of the BIPC) at any time. The Issuer may elect to satisfy BIPC’s exchange obligation by acquiring such tendered exchangeable shares for an equivalent number of Units (subject to adjustment to reflect certain capital events) or its cash equivalent. On March 31, 2020, Wilmington Trust, National Association and Brookfield entered into the Rights Agreement (the “Rights Agreement”) pursuant to which Brookfield has agreed that, until March 31, 2025, it will, under certain circumstances, satisfy, or cause to be satisfied, the obligations pursuant to BIPC’s articles of incorporation to exchange exchangeable shares for Units or its cash equivalent. As of March 31, 2020, Brookfield may deliver up to 46,349,323 Units to satisfy any exchange of exchangeable shares in accordance with the terms of the Rights Agreement.
The foregoing summary of the Rights Agreement described in this Item 6 does not purport to be complete and, as such, is qualified in its entirety by the Rights Agreement set forth in Exhibit 10 hereto and incorporated in this Item 6 by reference.
Value Investments also beneficially owns 76,100 class A preferred units, Series 7, of the Issuer.
Item 7. Material to be Filed as Exhibits.
| Exhibit 10 | Rights Agreement, dated March 31, 2020, by and between Brookfield Asset Management Inc. and Wilmington Trust, N.A. (incorporated by reference to Exhibit 10.1 to Brookfield Infrastructure Corporation’s Form6-K filed on April 1, 2020) | |
| Exhibit 11 | Joint Filing Agreement, dated April 8, 2020, among Brookfield Asset Management Inc., Partners Limited, and Partners Value Investments LP. | |
| CUSIP No. G16252101 | SCHEDULE 13D |
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: April 8, 2020
| BROOKFIELD ASSET MANAGEMENT INC. | ||||
| By: | /s/ Jessica Diab | |||
| Name: | Jessica Diab | |||
| Title: | Vice President | |||
PARTNERS VALUE INVESTMENTS LP, by its general partner,PVI MANAGEMENT INC. | ||||
| By: | /s/ Leslie Yuen | |||
| Name: | Leslie Yuen | |||
| Title: | Director, Finance | |||
| PARTNERS LIMITED | ||||
| By: | /s/ Brian Lawson | |||
| Name: | Brian Lawson | |||
| Title: | President | |||
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 | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
| Angela F. Braly, Director | 832 Alverna Drive Indianapolis, Indiana 46260 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 | |||
| Murilo Ferreira, Director | Rua General Venancio Flores, 50 Cob. 01 Leblon, Rio de Janeiro RJ22441-090 | Former Chief Executive Officer, Vale SA | Brazil | |||
| J. Bruce Flatt, Director and Chief Executive Officer | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Chief Executive Officer, Brookfield | Canada | |||
| Nicholas H. Goodman, Chief Financial Officer | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada | Chief Financial Officer, Brookfield | United Kingdom | |||
Maureen Kempston Darkes, Director | 10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, 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 | 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. | Deputy 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, Wholesale | 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 | |||
| 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 | |||
| Timothy R. Price, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | 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 | Chairman of Frontier Economics Limited | United Kingdom | |||
| Ngee Huat Seek, Director | 501 Orchard Road, #08 — 01 Wheelock Place, Singapore 238880 | Chairman, Global Logistic Properties | Singapore | |||
| Sachin G. Shah, Managing Partner, Chief Executive Officer Renewable Power | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Renewable Power of 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 | |||
SCHEDULE II
PVI MANAGEMENT INC., as General Partner of
PARTNERS VALUE INVESTMENTS LP
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
| James L.R. Kelly, Director | Hwy. #26 West at 7th Line, P.O. Box 3394, Meaford, Ontario N4L 1A5 | President, Earth Power Tractors and Equipment Inc. | Canada | |||
| Edward C. Kress, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1 | Corporate Director | Canada | |||
| Brian D. Lawson, Director, President and Chief Executive Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Managing Partner and Vice Chair of Brookfield | Canada | |||
| Frank N.C. Lochan, Chairman and Director | 15 Ennisclare Dr. E., Oakville, Ontario L6J 4N3 | Corporate Director | Canada | |||
| Ralph J. Zarboni, Director | Rossiter Ventures Corporation 7357 Woodbine Ave., Suite 412 Markham, Ontario L3R 6L3 | Chairman and Chief Executive Officer of EM Group Inc. and EM Plastic & Electric Products Limited | Canada | |||
| Leslie Yuen, Director, Finance | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice President of Brookfield | Canada | |||
| Loretta Corso, Corporate Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Corporate Secretarial Administrator of Brookfield | Canada | |||
| Bryan Sinclair, Senior Associate | 333 Bay Street, Suite 1610, Toronto, Ontario M5H 2R2 | Vice President, Trisura Group Ltd. | Canada | |||
SCHEDULE III
PARTNERS LIMITED
Name and Position of Officer or Director | Principal Business Address | Principal Occupation or Employment | Citizenship | |||
| Lisa Chu, Treasurer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Senior Vice President – Finance, Brookfield | Canada | |||
| Jack L. Cockwell, Director and Chairman of the Board | 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
| Lorretta Corso, Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Administrator and Corporate Secretary | Canada | |||
| Brian W. Kingston, Director | 250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A. | Managing Partner, Chief Executive Real Estate of Brookfield | Canada | |||
| Brian D. Lawson, Director and President | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Vice Chair, Brookfield | Canada | |||
| Cyrus Madon, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Private Equity of Brookfield | Canada | |||
| Samuel J.B. Pollock, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure of Brookfield | Canada | |||
| Timothy R. Price, Director | 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada | Corporate Director | Canada | |||
| Sachin Shah, Director | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Renewable Power of Brookfield | Canada | |||
| Tim Wang, Assistant Secretary | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Manager, Capital Markets and Treasury, Brookfield | Canada | |||