SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

 

1 This amount includes 48,930 limited partnership units of Brookfield Infrastructure Partners L.P. (the “Partnership”) owned by BIG Holdings L.P., a wholly-owned subsidiary of Brookfield Asset Management Inc. (“Brookfield”).  This amount also includes 43,396,642 redeemable partnership units of the Partnership (“RPUs”) owned by BILP Holding L.P., 15,342,774 RPUs owned by BIG Holdings L.P., and 8,101,850 RPUs owned by BAM Infrastructure Group L.P., each a wholly-owned subsidiary of Brookfield.

 

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Explanatory Note

 

This Amendment No. 3 (this “Amendment No. 3”) to Schedule 13D is being filed to reflect the acquisition by Brookfield of RPUs pursuant to a Subscription Agreement entered into on April 8, 2015 by Brookfield and the Partnership. Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 3.

 

Item 2.         Identity and Background

 

Schedules I, II and III hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations, addresses, and citizenships, of each of Brookfield, Partners Value Fund Inc. (“Value Fund”) and Partners Limited (“Partners”), respectively.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

Item 3 of Schedule 13D is hereby supplemented as follows:

 

On April 13, 2015, Brookfield purchased 8,101,150 RPUs of Brookfield Infrastructure L.P. (“Holding LP”), which are exchangeable for limited partnership units of the Partnership (the “Units”) under certain circumstances. The purchase of these RPUs by Brookfield will be funded by $349,999,920 cash on hand from Brookfield.

 

Item 4.         Purpose of Transaction

 

Item 4 of Schedule 13D is hereby supplemented as follows:

 

Brookfield is acquiring the RPUs for the purpose of increasing its investment in the Partnership.

 

Item 5.         Interest in Securities of the Issuer

 

Items 5(a)—(b) of Schedule 13D are hereby replaced with the following:

 

(a)-(b)                  As of the date hereof, Value Fund may be deemed to be the beneficial owner of 2,218,649 Units, and such Units constitute approximately 1.0% of the issued and outstanding Units based on the number of Units outstanding as of April 13, 2015. Assuming that all of the redeemable partnership units of Holding LP were exchanged for Units pursuant to the redemption-exchange mechanism, as of the date hereof, Brookfield may be deemed to be the beneficial owner of 66,841,266 Units and Partners may be deemed to be the beneficial owner of 69,085,316 Units, and such Units would constitute approximately 29.2% and 30.1%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of April 13, 2015. The Units deemed to be beneficially owned by Partners include 25,401 Units owned by Partners and the Units deemed to be beneficially owned by each of Brookfield and Value Fund.  Investments may be deemed to have the sole power to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units. Brookfield may hold the Units directly or in one or more wholly-owned subsidiaries. Partners may be deemed to have shared power (with each of Brookfield and Value Fund) to vote or direct the vote of the Units beneficially owned by it or to dispose of such Units other than 25,401 Units with respect to which it has sole voting and investment power.

 

Item 7.         Material to be Filed as Exhibits.

 

Exhibit 4                                             Subscription Agreement dated April 8, 2015 by and between Brookfield Asset Management Inc. and Brookfield Infrastructure L.P.

 

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SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated:           April 14, 2015

 

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ A.J. Silber
		Name:	A.J. Silber
		Title	Vice President, Legal Affairs and Corporate Secretary
	PARTNERS VALUE FUND INC.
	By:	/s/ George E. Myhal
		Name:	George E. Myhal
		Title	President
	PARTNERS LIMITED
	By:	/s/ Derek E. Gorgi
		Name:	Derek E. Gorgi
		Title	Assistant Secretary

 

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SCHEDULE I

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jeffrey M. Blidner, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada
Jack L. Cockwell, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Group Chair of Brookfield		Canada
Marcel R. Coutu, Director		335 8th Avenue SW, Suite 1700 Calgary, Alberta T2P 1C9, Canada		Former President and Chief Executive Officer of Canadian Oil Sands Limited		Canada
J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Executive Officer of Brookfield		Canada
Robert J. Harding, Director		Brookfield Global Infrastructure Advisory Board 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada		Past Chairman of Brookfield		Canada
Maureen Kempston Darkes, Director		c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A2, Canada		Corporate Director of Brookfield and former President, Latin America, Africa and Middle East, General Motors Corporation		Canada
David W. Kerr, Director		c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman, Halmont Properties Corp.		Canada
Brian D. Lawson, Senior Managing Partner and Chief Financial Officer		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
Lance Liebman, Director		Columbia Law School 435 West 116th Street New York, New York 10027 —7297, U.S.A.		William S. Beinecke Professor of Law		U.S.A.
Philip B. Lind, Director		Rogers Communications Inc. 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada		Co-Founder and Director of Rogers Communications Inc.		Canada
Frank J. McKenna, Director		TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada		Chair of Brookfield and Deputy Chair of TD Bank Group		Canada
Youssef A. Nasr, Director		P.O. Box 16 5927, Beirut, Lebanon		Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil		Lebanon and U.S.A.
Lord Augustine Thomas O’Donnell		P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower Toronto, Ontario M5K 1A2, Canada		Chairman of Frontier Economics and Strategic Advisor, TD Bank Group		United Kingdom
James A. Pattison, Director		The Jim Pattison Group, 1800 —1067 West Cordova Street, Vancouver, B.C. V6C 1C7, Canada		Chairman, President and Chief Executive Officer of The Jim Pattison Group		Canada
Samuel J.B. Pollock, Senior Managing Partner		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner of Brookfield		Canada

 

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Ngee Huat Seek, Director		168 Robinson Road #37 — 01 Capital Tower Singapore 068912		Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation		Singaporean
Diana L. Taylor, Director		Solera Capital L.L.C 625 Madison Avenue, 3rd Floor New York, N.Y. 10022		Vice Chair, Solera Capital LLC		U.S.A.
George S. Taylor, Director		c/o R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada		Corporate Director of Brookfield		Canada
A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary		181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada		Vice-President, Legal Affairs and Corporate Secretary of Brookfield		Canada

 

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SCHEDULE II

 

PARTNERS VALUE FUND INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
John P. Barratt		c/o Suite 200, #10 — 2130 Dickson Road, Mississauga, Ontario L5B 1Y6		Corporate Director		Canada
Edward C. Kress		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1		Corporate Director		Canada
Brian D. Lawson		Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3		Managing Partner and Chief Financial Officer Brookfield		Canada
Frank N.C. Lochan		228 Lakewood Drive, Oakville, Ontario L6K 1B2		Corporate Director		Canada
George E. Myhal		181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		President and CEO, Partners Value Fund Inc.		Canada
Allen G. Taylor		181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Director, Finance of Brookfield		Canada
Ralph J. Zarboni		Rossiter Ventures Corporation 7357 Woodbine Ave., Suite 412 Markham, Ontario L3R 6L3		CPresident Rossiter Ventures Corporation		Canada

 

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SCHEDULE III

 

PARTNERS LIMITED

 

Name and Position of Officer or Director		Principal Business  Address		Principal Occupation or Employment		Citizenship
Jack. L. Cockwell, Director and Chairman		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Group Chair of Brookfield		Canada
David W. Kerr, Director		c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman, Halmont Properties Corp.		Canada
Brian D. Lawson, Director and President		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner and Chief Financial Officer of Brookfield		Canada
George E. Myhal, Director		Partners Value Fund Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto,  Ontario M5J 2T3, Canada		President and CEO, Partners Value Fund Inc.		Canada
Timothy R. Price, Director		c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Chairman, Brookfield Funds		Canada
Samuel J.B. Pollock, Director		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Managing Partner		Canada
Tony E. Rubin, Treasurer		Brookfield Asset Management, Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada		Accountant		Canada

 

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Exhibit 4

 

BROOKFIELD ASSET MANAGEMENT INC.
SUBSCRIPTION AGREEMENT

 

To:	Brookfield Infrastructure L.P. (“BILP”)
Dated:	April 8, 2015

 

RECITALS:

 

I.                                        Brookfield Infrastructure Partnership L.P. (“BIP”), a Bermuda exempted limited partnership, has agreed to issue and sell (the “BIP Offering”) 12,000,000 limited partnership units (“LP Units”) of BIP (the “Initial Units”) to a syndicate of underwriters (collectively, the “Underwriters”) at a price per LP Unit of $45.00 (the “Public Price”) pursuant to the terms and conditions of a purchase agreement dated April 8, 2015 (the “Underwriting Agreement”) between the Underwriters and BIP.

 

II.                                   Brookfield Asset Management Inc. (“BAM”) owns an approximate 28.5% interest in BIP and its subsidiary and operating entities, on a fully exchanged basis, including its general partnership interests in BIP and BILP. Under the terms and conditions of this Agreement, BAM wishes to subscribe for 8,101,850 redeemable partnership units (“RPUs”) of BILP.

 

NOW THEREFORE, BAM and BILP agree as follows:

 

A.                                    Subscription

 

1.                                      Concurrently with the issue of LP Units to the Underwriters pursuant to the Underwriting Agreement (the “Closing Date”), BAM shall subscribe for and purchase from BILP and BILP shall issue and sell to BAM, 8,101,850 RPUs at a price per RPU equal to $43.20, being the dollar equivalent of the Public Price, less underwriting commissions payable by BIP per LP Unit (the “Net BAM Price”), for an aggregate price (the “Subscription Amount”) equal to $349,999,920 and on the other terms and conditions contained in this Agreement.

 

2.                                      The closing of the purchase and sale of RPUs will be held at the offices of Torys LLP, in Toronto, Ontario at 8:00 a.m. on the Closing Date (the “Closing Time”).  At the Closing Time, BILP shall deliver to BAM a certificate representing the RPUs registered in the name of BAM, against payment to BILP by wire transfer of the Subscription Amount.

 

B.                                    [Intentionally Deleted]

 

3.                                      [Intentionally Deleted]

 

4.                                      [Intentionally Deleted]

 

5.                                      [Intentionally Deleted]

 

C.                                    BAM’s Acknowledgements and Agreements

 

6.                                      BAM acknowledges and agrees that:

 

 

(a)                                 subject to the condition set forth in paragraph E.8 of this Agreement, this subscription is and shall be irrevocable as against BAM; and

 

(b)                                 BAM was not offered the RPUs in the United States, BAM is a non-U.S. person, the sale and purchase of the RPUs, including the execution of this Agreement was, or is being, or will be, as the case may be, executed, outside of the United States, and the sale and purchase of the RPUs is not part of a plan or scheme to evade the registration requirements of the United States Securities Act of 1933, as amended.  For purposes of this paragraph (b), “United States” and “non-U.S. person” have the meanings ascribed thereto in Regulation S under such act.

 

D.                                    BAM’s Representations, Warranties and Covenants

 

7.                                      BAM represents, warrants and covenants to BILP (which representations, warranties and covenants shall survive the Closing Time) and acknowledges that BILP is relying thereon, that:

 

(a)                                 BAM is a corporation duly incorporated and is validly existing under the laws of the Province of Ontario;

 

(b)                                 BAM has duly executed, authorized and delivered this Agreement, and upon acceptance by BILP, this Agreement will constitute a valid and binding agreement of BAM, enforceable against BAM in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization or other laws of general application affecting enforcement of creditors’ rights, general principles of equity that restrict the availability of equitable remedies, and to the extent that enforceability may be limited by applicable securities laws; and

 

(c)                                  BAM will, with respect to this Agreement, execute, deliver and file or assist BILP in obtaining and filing such reports, undertakings and other documents relating to the purchase of the RPUs by BAM as may be required by any securities commission, stock exchange or other regulatory authority.

 

E.                                    Conditions to Closing of the Purchase and Sale

 

8.                                      The obligations of BILP and BAM to complete the purchase and sale of the RPUs at the Closing Time is conditional upon the completion or concurrent completion of the issuance of LP Units pursuant to the terms of the Underwriting Agreement.

 

9.                                      BILP’s obligation to issue and sell the RPUs at the Closing Time is subject to the satisfaction or waiver, at the option of BILP, of the following conditions:

 

(a)                                 the representations and warranties made by BAM in this Agreement shall be true and correct when made, and shall be true and correct at the Closing Time with the same force and effect as if they had been made on and as of such dates;

 

(b)                                 all covenants, agreements and conditions contained in this Agreement that BAM is required to perform on or prior to the Closing Time shall have been performed or complied with in all material respects;

 

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(c)                                  BILP shall have obtained all necessary qualifications and receipts under applicable securities laws, or obtained exemptions therefrom, required by any jurisdiction for the offer and sale of the RPUs to BAM;

 

(d)                                 the sale of the RPUs shall not be prohibited by any law or governmental order or regulation; and

 

(e)                                  no proceeding challenging this Agreement or the transactions contemplated by this Agreement, or seeking to prohibit, alter, prevent or materially delay the closing of the issuance of the RPUs shall have been instituted or be pending before any court, arbitrator, governmental body, agency or official.

 

F.                                     Assignment

 

10.                               Except as provided in this section, no party may assign its rights or benefits under this Agreement.  BAM may, at any time prior to the Closing Time assign all, or any part of, its rights and benefits under this Agreement to any subsidiary of BAM who delivers an instrument in writing to BILP confirming that it is bound by and shall perform all of the obligations of BAM under this Agreement as if it were an original signatory; provided that, no such assignment shall relieve BAM of its obligations under this Agreement. In the event of an assignment as contemplated by this section, any reference in this Agreement to “BAM” shall be deemed to include the assignee.

 

G.                                   Notices

 

11.                               Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows:

 

To BILP:

 

Brookfield Infrastructure L.P.
Canon’s Court
73 Front Street
Hamilton, HM 12, Bermuda
Fax No.:	441-296-4475
Attention:	Corporate Secretary

 

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To BAM:

 

Brookfield Asset Management Inc.
Suite 300, Brookfield Place
181 Bay Street, Box 762
Toronto, Ontario M5J 2T3
Fax No.:	(416) 365-9642
Attention:	General Counsel

 

or to such other address, individual or electronic communication number as may be designated by notice given by either party to the other.  Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day.

 

H.                                   General

 

12.                               Time shall, in all respects, be of the essence in this Agreement.

 

13.                               All dollar amounts referred to in this Agreement are expressed in U.S. dollars and, for greater certainty, “$” means U.S. dollars, unless otherwise indicated.

 

14.                               The headings contained in this Agreement are for convenience only and do not affect the construction or interpretation of this document.

 

15.                               The terms and provisions of this Agreement shall be binding upon and enure to the benefit of BILP and BAM and their respective successors and permitted assigns.

 

16.                               This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein

 

17.                               This Agreement may be executed in any number of counterparts, each of which when delivered, either in original or facsimile form, shall be deemed to be an original and all of which together shall constitute one and the same document.

 

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

 

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Dated as of the date first written above.

 

		BROOKFIELD ASSET MANAGEMENT INC.
		Per:	/s/ A.J. Silber
			Name: A.J. Silber
			Title: Vice-President, Legal Affairs

 

 

This Agreement is accepted by BILP as of the date first written above.

 

		BROOKFIELD INFRASTRUCTURE L.P., by its managing general partner, BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED
		Per:	/s/ Jane Sheere
			Name:	Jane Sheere
			Title:	Secretary

 

[Subscription Agreement]