-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OzfaJD/1AZsEAzrO8jEnip99JOtfp2o36RSnbDGgnwl8kRYkUy9iXAi19xutAetD d1Lc380kmxudXVEEbfgnRQ== 0000315066-10-001485.txt : 20100216 0000315066-10-001485.hdr.sgml : 20100215 20100216124620 ACCESSION NUMBER: 0000315066-10-001485 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Brookfield Infrastructure Partners L.P. CENTRAL INDEX KEY: 0001406234 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83688 FILM NUMBER: 10604465 BUSINESS ADDRESS: STREET 1: 7 REID STREET STREET 2: 4TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM11 BUSINESS PHONE: 441 296-4480 MAIL ADDRESS: STREET 1: 7 REID STREET STREET 2: 4TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM11 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR LLC CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 061209781 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FMR CORP DATE OF NAME CHANGE: 19920717 SC 13G 1 filing.txt DOC ONE SCHEDULE 13G Amendment No. 0 Brookfield Infrastructure Partners L.P. Limited Partnership Units Cusip #G16252101 Cusip #G16252101 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 2,064,000 Item 6: 0 Item 7: 2,064,000 Item 8: 0 Item 9: 2,064,000 Item 11: 9.179% Item 12: HC Cusip #G16252101 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 2,064,000 Item 8: 0 Item 9: 2,064,000 Item 11: 9.179% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: Brookfield Infrastructure Partners L.P. Item 1(b). Name of Issuer's Principal Executive Offices: 7 Reid Street 4th Floor Hamilton HM11 Bermuda Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Limited Partnership Units Item 2(e). CUSIP Number: G16252101 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 2,064,000 (b) Percent of Class: 9.179% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 2,064,000 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 2,064,000 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Limited Partnership Units of Brookfield Infrastructure Partners L.P.. No one person's interest in the Limited Partnership Units of Brookfield Infrastructure Partners L.P. is more than five percent of the total outstanding Limited Partnership Units. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 12, 2010 Date /s/ Scott C. Goebel Signature Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008 by and on behalf of FMR LLC and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pyramis Global Advisors, LLC ("PGALLC"), 900 Salem Street, Smithfield, Rhode Island, 02917, an indirect wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 2,064,000 shares or 9.179% of the outstanding Limited Partnership Units of Brookfield Infrastructure Partners L.P. as a result of its serving as investment adviser to institutional accounts, non- U.S. mutual funds, or investment companies registered under Section 8 of the Investment Company Act of 1940 owning such shares. The number of shares of Limited Partnership Units of Brookfield Infrastructure Partners L.P. owned by the institutional account(s) at December 31, 2009 included 2,064,000 shares of Limited Partnership Units resulting from the assumed conversion of 2,064,000 shares of BROOKFIELD INFRASTRUCTURE PA (1 shares of Limited Partnership Units for each share of Convertible Preferred Stock). Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, each has sole dispositive power over 2,064,000 shares and sole power to vote or to direct the voting of 2,064,000 shares of Limited Partnership Units owned by the institutional accounts or funds advised by PGALLC as reported above. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on February 12, 2010, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Limited Partnership Units of Brookfield Infrastructure Partners L.P. at December 31, 2009. FMR LLC By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of FMR LLC and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of Edward C. Johnson 3d Pyramis Global Advisors, LLC By /s/Ashling Kanavos Ashling Kanavos Duly authorized under Power of Attorney dated April 6, 2009, by William E. Dailey Senior Vice President and Chief Administrative Officer Duly authorized under Board of Directors resolution dated September 26, 2005. -----END PRIVACY-ENHANCED MESSAGE-----