August 12, 2021 |
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, NE
Washington, D.C. 20549
Attn: Kevin Dougherty
Re: | Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. |
Amendments No. 7 to Registration Statement on Form F-4
Filed August 11, 2021
File Nos. 333-253365 and 333-253365-01
Dear Mr. Dougherty:
We are submitting this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”) in response to oral comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) discussed in a telephone call on August 12, 2021, relating to Amendment No. 7 to the Registration Statement on Form F-4 (Registration Nos. 333-253365 and 333-253365-01) of the Registrants filed with the Commission on August 11, 2021 (the “Registration Statement”).
The Partnership has evaluated the significance thresholds with respect to Inter Pipeline Ltd. (“IPL”) based on the audited financial statements for the year ended December 31, 2020. The Partnership advises the Staff that the calculations and results of the significance tests with respect to the IPL transaction are as follows:
Securities and Exchange Commission
August 12, 2021
(USD millions) | As reported [A] | BIP’s share(1) [B] | [A] * [B] | |||||||||
Asset test: | ||||||||||||
Target total assets | 10,261 | 51% | 5,233 | |||||||||
BIP total assets | 61,331 | |||||||||||
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Significance | 9% | |||||||||||
Investment test: | ||||||||||||
Total purchase price | 7,604 | |||||||||||
BIP world-wide market value (as of June 30, 2021)(2) | 22,702 | |||||||||||
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Significance | 33% | |||||||||||
Income test (lesser of): | ||||||||||||
Target net income before taxes after NCI | 352 | 51% | 180 | |||||||||
BIP net income before taxes after NCI | 460 | |||||||||||
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Significance | 39% | |||||||||||
Target revenue | 1,792 | 51% | 914 | |||||||||
BIP revenue | 8,885 | |||||||||||
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Significance | 10% |
(1) | It is expected that BIP along with institutional investors will acquire 100% of the target of which BIP is expected to hold a 51% economic interest in the target and a controlling voting interest over the target. |
(2) | Redeemable partnership units are exchangeable into limited partnership units on a one-for-one basis, and if exercised, redeemable partnership units would be accretive on significance calculations and therefore the Partnership considers the economic interest in an acquired entity that is attributable to both redeemable partnership units and limited partnership units when assessing significance. As at June 30, 2021, 295.5 million limited partnership units and 121.9 million redeemable partnership units were outstanding. |
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Please do not hesitate to contact David Johansen at (212) 819-8509 of White & Case LLP with any questions or comments regarding this letter.
Sincerely,
/s/ David Johansen
cc: | David Krant, Chief Financial Officer |
Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.
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