February 10, 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. 3 to Registration Statement on Form F-1
Filed January 27, 2020
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 January 13,
2020 letter.
Amendment No. 3 to Registration on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Reconciliation of Non-IFRS Financial Measures, page 102
1. We note your disclosure on page 103 regarding limitations associated
with your Non-
GAAP measure proportionate debt. Based on your response to the last
bullet point of
comment 3, it appears that a limitation of the proportionate debt
measure and of
comparing this measure to your proportionate Adjusted EBITDA measure is
that if an
individual project doesn't generate sufficient cash flows to cover the
entire amount of its
debt payments, you may need to pay the shortfall between that project's
cash flows and
that project's debt to avoid losing control over the project's assets
and cash flows, and such
a shortfall may not be apparent from or may not equal the difference
between aggregate
Bahir Manios
Brookfield Infrastructure Corporation
February 10, 2020
Page 2
proportionate Adjusted EBITDA for all of your portfolio businesses and
aggregate
proportionate debt for all of your portfolio businesses. Please tell
us how you determined
this was not a limitation of your proportionate Non-GAAP measures that
should be
disclosed to your investors.
Executive Compensation
Summary of Compensation , page 138
2. Please update your Executive Compensation Disclosures to include any
compensation
paid for the fiscal year ended December 31, 2019. Refer to Item 6(b)
of Form 20-F for
guidance.
Material United States Federal Income Tax Considerations, page 204
3. We note your response to comment 4 and the revised disclosure
regarding the reasons
why Torys LLP is not rendering an opinion as to the "investment
partnership" status,
"because it depends on the highly factual determination that, for
purposes of Section 731
of the U.S. Internal Revenue Code, neither the Partnership nor Holding
LP has been
engaged in a trade or business since its date of formation." However,
the "investment
partnership" status appears to be a material tax consequence that is
necessary for counsel
to opine on the tax-free status of the special distribution of Class A
shares.
Accordingly, please revise to include the "investment partnership"
representation with the
opinion of counsel. In this regard, counsel may clearly describe the
degree of and legal or
factual reasons for the uncertainty, but may not assume material tax
consequences. Please
refer to Sections III.C.3 and 4 of Staff Legal Bulletin 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
February 10, 2020 Page 2 Office of Trade &
Services
FirstName LastName