As filed with the Securities and Exchange Commission on May 31, 2024
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Brookfield Infrastructure Finance ULC**
(Exact name of registrant as specified in its charter)
| Alberta, Canada | 98-1231205 |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
181 Bay Street, Suite 300 Toronto, Ontario, Canada M5J 2T3 416-363-9491 | Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 |
(Address and Telephone Number of Registrant’s Principal Executive Offices) | (Name, Address and Telephone Number of Agent for Service) |
** See Table of Additional Registrants below.
Copies to:
Mile T. Kurta, Esq.
Christopher R. Bornhorst, Esq.
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, New York 10036
(212) 880-6000
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| 7.250% Subordinated Notes due 2084 (and the subordinated guarantees related thereto) | The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-278529, 333-278529-01, 333-278529-02, 333-278529-03, 333-278529-04, 333-278529-05, 333-278529-06
Securities to be registered pursuant to Section 12(g) of the Act: None
** TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Co- Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer ID Number | Address and Telephone Number of Principal Executive Offices | Name, Address and Telephone Number of Agent for Service |
| Brookfield Infrastructure Partners L.P. | Bermuda | N/A | 73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3309 | Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 |
| Brookfield Infrastructure L.P. | Bermuda | 98-0550560 | 73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3304 | Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 |
| BIP Bermuda Holdings I Limited | Bermuda | 98-0564348 | 73 Front Street, 5th Floor Hamilton, HM 12, Bermuda +1 (441) 294-3304 | Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 |
| Brookfield Infrastructure Holdings (Canada) Inc. | Ontario | 98-0619542 | 181 Bay Street, Suite 300 Brookfield Place Toronto ON M5J 2T3 +1 (416) 363-9491 | Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 |
| Brookfield Infrastructure LLC | Delaware | N/A | Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 | Not Applicable |
| BIPC Holdings Inc. | Ontario | N/A | Suite 300, 181 Bay Street Toronto, Ontario, Canada M5J 2T3 416-363-9491 | Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 |
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Brookfield Infrastructure Finance ULC (the “Issuer”), Brookfield Infrastructure Partners L.P. (the “Partnership”), Brookfield Infrastructure L.P. (“BILP”), BIP Bermuda Holdings I Limited (“Bermuda Holdco”), Brookfield Infrastructure Holdings (Canada) Inc. (“Can Holdco”), Brookfield Infrastructure LLC (“BI LLC”) and BIPC Holdings Inc. (“BIPC Holdings”, and together with BILP, Bermuda Holdco, Can Holdco and BI LLC, the “Subsidiary Guarantors”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement dated May 29, 2024 (the “Prospectus Supplement”) to the base prospectus dated April 5, 2024 (the “Base Prospectus”), relating to the 7.250% Subordinated Notes due 2084 issued by the Issuer (and the subordinated guarantees related thereto issued by the Partnership and the Subsidiary Guarantors), which such securities are registered under the U.S. Securities Act of 1933, as amended, pursuant to the Issuer’s, the Partnership’s and the Subsidiary Guarantors’ joint registration statement on Form F-3ASR (File Nos. 333-278529, 333-278529-01, 333-278529-02, 333-278529-03, 333-278529-04, 333-278529-05, 333-278529-06), which became automatically effective upon filing with the SEC on April 5, 2024. Such securities, which will be listed for trading on the New York Stock Exchange under the symbol “BIPJ”, are being registered under the U.S. Securities Exchange Act of 1934, as amended, pursuant to this registration statement. The Base Prospectus and the Prospectus Supplement are deemed to be incorporated by reference into this registration statement.
| Item 1. | Description of Registrant’s Securities to be Registered. |
The Issuer, the Partnership and the Subsidiary Guarantors are registering hereunder $150,000,000 in aggregate principal amount of the Issuer’s 7.250% Subordinated Notes due 2084 (the “Notes”). The Notes will be fully and unconditionally guaranteed, on a subordinated basis, as to payment of principal, premium (if any) and interest and certain other amounts by the Partnership, and guaranteed, on a subordinated basis, as to payment of principal, premium (if any) and interest and certain other amounts by the Subsidiary Guarantors. For a description of the Notes, reference is made to the information under the heading “Description of Debt Securities and Guarantees” of the Base Prospectus, as supplemented by the information under the heading “Description of the Notes” in the Prospectus Supplement. Such information is incorporated herein by reference and made a part of this registration statement in its entirety. The Notes will be governed by the Indenture dated May 24, 2021, as amended and supplemented by the Second Supplemental Indenture, dated May 31, 2024, by and among the Issuer, the Partnership and the Subsidiary Guarantors, as guarantors, and Computershare Trust Company, N.A. and Computershare Trust Company of Canada, as trustees, copies of which are incorporated by reference herein.
| Item 2. | Exhibits. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Date: May 31, 2024 | Brookfield INFRASTRUCTURE FINANCE ULC | ||
| By: | /s/ David Krant | ||
| Name: | David Krant | ||
| Title: | Senior Vice President and Chief Financial Officer | ||
| Brookfield INFRASTRUCTURE Partners L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | |||
| By: | /s/ Jane Sheere | ||
| Name: | Jane Sheere | ||
| Title: | Secretary | ||
| Brookfield INFRASTRUCTURE L.P. by its general partner, Brookfield INFRASTRUCTURE Partners L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | |||
| By: | /s/ Jane Sheere | ||
| Name: | Jane Sheere | ||
| Title: | Secretary | ||
| bip Bermuda Holdings I Limited | |||
| By: | /s/ Jane Sheere | ||
| Name: | Jane Sheere | ||
| Title: | Secretary | ||
| BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC. | |||
| By: | /s/ David Krant | ||
| Name: | David Krant | ||
| Title: | Senior Vice President and Chief Financial Officer | ||
| BROOKFIELD INFRASTRUCTURE LLC | |||
| By: | /s/ Ralph Klatzkin | ||
| Name: | Ralph Klatzkin | ||
| Title: | Vice President | ||
| BIPC HOLDINGS INC. | |||
| By: | /s/ David Krant | ||
| Name: | David Krant | ||
| Title: | Senior Vice President | ||
