January 13, 2020
Bahir Manios
Chief Financial Officer
Brookfield Infrastructure Corporation
250 Vesey Street, 15th Floor
New York, New York 10281-1021
Re: Brookfield Infrastructure Corp.
Amendment No. 2 to Registration Statement on Form F-1
Filed December 20, 2019
File No. 333-233934
Dear Mr. Manios:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our December 10,
2019 letter.
Amendment No. 2 to Registration Statement on Form F-1
Questions and Answers Regarding the Special Distribution
How will the special distribution work? , page 14
1. We note your response to comment 3. Please revise to disclose, as you do
in your
response, that the exchange ratio of 1:9 is not final and that the final
exchange ratio will
be confirmed or changed, closer to the date of the special distribution.
Risk Factor
Our Brazilian business is dependent on a single customer for the majority of
our revenues., page
40
2. We note your disclosure that "[y]our Brazilian business is dependent on
a sole customer
Bahir Manios
FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
Comapany NameBrookfield Infrastructure Corporation
January 13, 2020
January 13, 2020 Page 2
Page 2
FirstName LastName
for the majority of our revenues." Please tell us what consideration
you have given to the
filing of any agreements with this sole customer. Please refer to Item
601(b)(10) of
Regulation S-K.
Liquidity and Capital Resources , page 108
3. We note your presentation of five year debt repayment schedules on a
proportionate basis
and proportionate net debt on page 109 and your reconciliation of
proportionate debt to
consolidated debt on page 110. We have the following comments:
Proportionate debt and proportionate net debt both appear to be
Non-IFRS measures.
Please revise your disclosure to clearly label these measures as
Non-IFRS.
Please revise to comply with Item 10(e)(1)(i)(A) of Regulation
S-K by presenting and
analyzing consolidated debt under IFRS with equal or greater
prominence to your
disclosure and analysis of proportionate debt and proportionate
net debt. Also see
Question 102.10 of our Compliance and Disclosure Interpretation
of Non-GAAP
Financial Measures.
Your disclosures do not appear to indicate whether or how
management uses these
Non-IFRS measures. With reference to Item 10(e)(1)(i)(D) of
Regulation S-K, please
confirm our assumption that management does not use these
measures; or if our
understanding is incorrect, please revise your disclosure to
explain how management
uses these measures.
Please explain to us in more detail why you believe these
measures are meaningful
and relevant to investors. As part of your response, please
explain to us whether all
of the equity holders in a given project are jointly and
severally liable for that
project's debt or whether your debt agreements provide for
individual liability for a
proportion of the project debt based on each investor's ownership
percentage of the
related project. Also tell us what consequences you would face if
you paid your
proportion of a debt payment but the non-controlling interest
holders did not pay their
proportion of the debt payment, such as whether the lender could
force the project to
cease operations or foreclose on the project assets. If you
believe that both legally
and practically, your investors only need to concern themselves
with your ability to
pay your proportion of project debt rather than each project's
ability to pay its entire
project debt, please tell us the basis for your belief in detail,
and revise your
disclosures to better convey the limitations of these Non-IFRS
measures to your
investors. We may have further comments after reviewing your
response.
Material United States Federal Income Tax Considerations, page 207
4. We note your response to comment 4 and we reissue the comment in-part.
We note
disclosure that "the general partner of the partnership intends to
take the position and
believes that each of the partnership and Holding LP qualifies as an
investment
Bahir Manios
Brookfield Infrastructure Corporation
January 13, 2020
Page 3
partnership..., so that the special distribution of class A shares to
a U.S. unitholder that is
an eligible partner qualifies as a non-taxable distribution of
property" (emphasis added).
While we appreciate that counsel is explicitly stating that it is not
rendering an opinion as
to "investment partnership" status, please revise to briefly explain
why. Please also clarify
or explain why the disclosure goes on to state "...so that the special
distribution of Class A
shares...qualifies as a non-taxable distribution of property," as it
seems to suggest that the
general partner, rather than counsel, is rendering an opinion as to
the tax-free status of the
special distribution to U.S. holders upon the receipt of class A
shares. See
Sections III.C.1 and 3 of Staff Legal Bulletin No. 19.
You may contact Robert Babula, Staff Accountant at (202) 551-3339 or
Jennifer
Thompson, Branch Chief at (202) 551-3737 if you have questions regarding
comments on the
financial statements and related matters. Please contact Jennifer L pez, Staff
Attorney at (202)
551-3792 or Mara Ransom, Office Chief at (202) 551-3264 with any other
questions.
FirstName LastNameBahir Manios Sincerely,
Comapany NameBrookfield Infrastructure Corporation
Division of
Corporation Finance
January 13, 2020 Page 3 Office of
Trade & Services
FirstName LastName