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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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(Amendment No. 4)
Under the Securities Exchange Act of 1934
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
G16252 10 1
(CUSIP Number)
A.J. Silber
Brookfield Asset Management Inc.
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario M5J 2T3
(416) 363-9491
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 17, 2015
(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 persons 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)
CUSIP No. G16252 10 1 |
SCHEDULE 13D |
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Names of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(b) |
x Joint Filing | ||||
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SEC Use Only | |||||
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Source of Funds (See Instructions) | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person (See Instructions) | |||||
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 Brookfield Infrastructure L.P. (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.
CUSIP No. G16252 10 1 |
SCHEDULE 13D |
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Names of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(b) |
x Joint Filing | ||||
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SEC Use Only | |||||
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Source of Funds (See Instructions) | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person (See Instructions) | |||||
CUSIP No. G16252 10 1 |
SCHEDULE 13D |
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1 |
Names of Reporting Persons | |||||
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Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
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(a) |
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(b) |
x Joint Filing | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds (See Instructions) | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person (See Instructions) | |||||
CUSIP No. G16252 10 1 |
SCHEDULE 13D |
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Explanatory Note
This Amendment No. 4 (this Amendment No. 4) to Schedule 13D is being filed to reflect the acquisition by Brookfield of RPUs pursuant to a Subscription Agreement entered into on August 17, 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. 4.
Item 2. Identity and Background
Item 2 of Schedule 13D is hereby amended and supplemented as follows:
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 Investments Inc. (Value Investments) 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 August 17, 2015, Brookfield entered into an agreement to purchase 5,787,037 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 $250,000,000 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 amended as follows:
(a)-(b) As of the date hereof, Value Investments may be deemed to be the beneficial owner of 2,218,649 Units, and such Units constitute approximately 0.9% of the issued and outstanding Units based on the number of Units outstanding as of June 30, 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 72,677,233 Units and Partners may be deemed to be the beneficial owner of 74,921,283 Units, and such Units would constitute approximately 30.8% and 31.7%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of June 30, 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 Investments. 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 Investments) 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 5 Subscription Agreement dated August 17, 2015 by and between Brookfield Asset Management Inc. and Brookfield Infrastructure L.P.
CUSIP No. G16252 10 1 |
SCHEDULE 13D |
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SIGNATURES
After reasonable inquiry and to the best of the undersigneds 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: August 19, 2015
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BROOKFIELD ASSET MANAGEMENT INC. | ||
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By: |
/s/ A.J. Silber | |
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Name: |
A.J. Silber |
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Title |
Vice President, Legal Affairs and Corporate Secretary |
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PARTNERS VALUE INVESTMENTS INC. | ||
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By: |
/s/ George E. Myhal | |
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Name: |
George E. Myhal |
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Title |
President |
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PARTNERS LIMITED | ||
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By: |
/s/ Loretta Corso | |
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Name: |
Loretta Corso |
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Title |
Secretary |
SCHEDULE I
BROOKFIELD ASSET MANAGEMENT INC.
Name and Position of |
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Principal Business |
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Principal Occupation or |
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Citizenship |
Jeffrey M. Blidner, Senior Managing Partner |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner of Brookfield |
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Canada |
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Angela F. Braly |
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832 Alverna Drive, Indianapolis, Indiana 46260 |
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President & Founder, The Braly Group, LLC |
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U.S.A. |
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Jack L. Cockwell, Director |
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51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada |
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Group Chair of Brookfield |
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Canada |
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Marcel R. Coutu, Director |
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335 8th Avenue SW, Suite 1700 Calgary, Alberta T2P 1C9, Canada |
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Former President and Chief Executive Officer of Canadian Oil Sands Limited |
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Canada |
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J. Bruce Flatt, Director and Senior Managing Partner and Chief Executive Officer |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner and Chief Executive Officer of Brookfield |
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Canada |
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Robert J. Harding, Director |
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Brookfield Global Infrastructure Advisory Board 181 Bay Street, Suite 300, Brookfield Place, Toronto, Ontario M5J 2T3, Canada |
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Past Chairman of Brookfield |
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Canada |
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Maureen Kempston Darkes, Director |
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c/o 21 Burkebrook Place, Apt. 712, Toronto, Ontario M4G 0A2, Canada |
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Corporate Director of Brookfield and former President, Latin America, Africa and Middle East, General Motors Corporation |
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Canada |
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David W. Kerr, Director |
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c/o 51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada |
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Chairman, Halmont Properties Corp. |
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Canada |
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Brian D. Lawson, Senior Managing Partner and Chief Financial Officer |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner and Chief Financial Officer of Brookfield |
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Canada |
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Lance Liebman, Director |
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Columbia Law School 435 West 116th Street New York, New York 10027 7297, U.S.A. |
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William S. Beinecke Professor of Law |
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U.S.A. |
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Philip B. Lind, Director |
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Rogers Communications Inc. 333 Bloor Street East, 10th Floor, Toronto, Ontario M4W 1G9, Canada |
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Co-Founder and Director of Rogers Communications Inc. |
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Canada |
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Frank J. McKenna, Director |
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TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada |
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Chair of Brookfield and Deputy Chair of TD Bank Group |
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Canada |
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Youssef A. Nasr, Director |
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P.O. Box 16 5927, Beirut, Lebanon |
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Corporate Director of Brookfield and former Chairman and CEO of HSBC Middle East Ltd. and former President of HSBC Bank Brazil |
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Lebanon and U.S.A. |
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Lord Augustine Thomas ODonnell |
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P.O. Box 1, TD Centre, 66 Wellington St. W., 4th Floor, TD Tower Toronto, Ontario M5K 1A2, Canada |
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Chairman of Frontier Economics and Strategic Advisor, TD Bank Group |
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United Kingdom |
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Samuel J.B. Pollock, Senior Managing Partner |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner of Brookfield |
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Canada |
Ngee Huat Seek, Director |
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168 Robinson Road #37 01 Capital Tower Singapore 068912 |
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Former Chairman of the Latin American Business Group, Government of Singapore Investment Corporation |
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Singaporean |
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Diana L. Taylor, Director |
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Solera Capital L.L.C 625 Madison Avenue, 3rd Floor New York, N.Y. 10022 |
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Vice Chair, Solera Capital LLC |
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U.S.A. |
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George S. Taylor, Director |
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c/o R.R. #3, 4675 Line 3, St. Marys, Ontario N4X 1C6, Canada |
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Corporate Director of Brookfield |
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Canada |
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A.J. Silber, Vice-President, Legal Affairs and Corporate Secretary |
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181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada |
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Vice-President, Legal Affairs and Corporate Secretary of Brookfield |
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Canada |
SCHEDULE II
PARTNERS VALUE INVESTMENTS INC.
Name and Position of |
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Principal Business |
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Principal Occupation or |
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Citizenship |
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John P. Barratt |
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c/o Suite 200, #10 2130 Dickson Road, Mississauga, Ontario L5B 1Y6 |
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Corporate Director |
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Canada |
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Edward C. Kress |
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51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1 |
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Corporate Director |
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Canada |
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Brian D. Lawson |
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Brookfield Place, 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3 |
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Managing Partner and Chief Financial Officer Brookfield |
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Canada |
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Frank N.C. Lochan |
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228 Lakewood Drive, Oakville, Ontario L6K 1B2 |
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Corporate Director |
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Canada |
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George E. Myhal |
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181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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President and CEO, Partners Value Investments Inc. |
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Canada |
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Vu Nguyen |
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181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Senior Financial Analyst of Brookfield |
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Canada |
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Ralph J. Zarboni |
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Rossiter Ventures Corporation |
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CPresident |
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Canada |
SCHEDULE III
PARTNERS LIMITED
Name and Position of |
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Principal Business |
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Principal Occupation or |
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Citizenship |
Jack. L. Cockwell, Director and Chairman |
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51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada |
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Group Chair of Brookfield |
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Canada |
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J. Bruce Flatt, Director |
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181 Bay Street, Brookfield Place, Suite 300, Toronto, ON M5J 2T3 |
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Senior Managing Partner and Chief Executive Office of Brookfield Asset Management Inc. |
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Canada |
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David W. Kerr, Director |
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c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada |
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Chairman, Halmont Properties Corp. |
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Canada |
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Brian D. Lawson, Director and President |
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Brookfield Asset Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner and Chief Financial Officer of Brookfield |
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Canada |
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George E. Myhal, Director |
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Partners Value Investments Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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President and CEO, Partners Value Investments Inc. |
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Canada |
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Timothy R. Price, Director |
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c/o 51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada |
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Chairman, Brookfield Funds |
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Canada |
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Samuel J.B. Pollock, Director |
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Brookfield Asset Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Senior Managing Partner |
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Canada |
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Tony E. Rubin, Treasurer |
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Brookfield Asset Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Accountant |
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Canada |
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Lorretta Corso, Secretary |
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Brookfield Asset Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Corporate Secretarial Administrator |
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Canada |
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Derek Gorgi, Assistant Secretary |
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Brookfield Asset Management Inc., 181 Bay Street, Brookfield Place, Suite 300, Toronto, Ontario M5J 2T3, Canada |
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Senior Vice President |
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Canada |
Exhibit 5
BROOKFIELD ASSET MANAGEMENT INC.
SUBSCRIPTION AGREEMENT
To: |
Brookfield Infrastructure L.P. (BILP) |
Dated: |
August 17, 2015 |
RECITALS:
I. Brookfield Infrastructure Partnership L.P. (BIP), a Bermuda exempted limited partnership, together with other Brookfield-sponsored and managed private funds and two institutional partners have agreed to acquire Asciano Limited (Asciano) by way of scheme of arrangement requiring approval of Ascianos security holders (the Transaction).
II. The securityholders of Asciano will receive 0.0387 limited partnership units in BIP (LP Units) or $A6.94 in cash per Asciano share, subject to a limit on the number of LP Units and the amount of cash. The Transaction will result in the issuance of up to approximately 37.9 million LP Units to Ascianos security holders.
III. BIP will fund a portion of the cash component of the consideration for the Transaction by BILP issuing approximately 5.8 million redeemable partnership units of BILP (RPUs) (the Private Placement) to Brookfield Asset Management Inc. (together with its affiliates Brookfield). The units to be issued to Brookfield will be issued as partial funding for the cash consideration to be offered in the Transaction, at a price equal to US$43.20 per RPU.
NOW THEREFORE, BAM and BILP agree as follows:
A. Subscription
1. On or before the closing of the Transaction (the Closing Date), BAM shall subscribe for and purchase from BILP and BILP shall issue and sell to BAM:
(a) 5,787,037 RPUs at a price per RPU equal to US$43.20 for an aggregate price (the Subscription Amount) equal to US$250,000,000; and
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 Herbert Smith Freehills LLP, in Sydney, Australia at 8:00 a.m. (Australian time) on the Closing Date (the Closing Time). At the Closing Time, BILP shall deliver to BAM a certificate representing 5,787,037 RPUs registered in the name of BAM, against payment to BILP by wire transfer of the Subscription Amount.
B. BAMs Acknowledgements and Agreements
3. BAM acknowledges and agrees that:
(a) subject to the condition set forth in paragraph D.5 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.
C. BAMs Representations, Warranties and Covenants
4. 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.
D. Conditions to Closing of the Purchase and Sale
5. The obligations of BILP and BAM to complete the purchase and sale of the RPUs at the Closing Time is conditional upon the Transaction becoming unconditional.
6. BILPs 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;
(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.
E. Assignment
7. 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 one or more subsidiaries of BAM each of whom 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(s).
F. Notices
8. 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. | |
73 Front Street | |
Hamilton, HM 12, Bermuda | |
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Fax No.: |
441-296-4475 |
Attention: |
Corporate Secretary |
To BAM:
Brookfield Asset Management Inc. | |
Suite 300, Brookfield Place | |
181 Bay Street, Box 762 | |
Toronto, Ontario M5J 2T3 | |
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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.
G. General
9. Time shall, in all respects, be of the essence in this Agreement.
10. 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.
11. The headings contained in this Agreement are for convenience only and do not affect the construction or interpretation of this document.
12. 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.
13. 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
14. 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.
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Dated as of the date first written above.
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BROOKFIELD ASSET MANAGEMENT INC. | ||
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Per: |
/s/ Mabel Wong | |
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Name: |
Mabel Wong |
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Title: |
Vice President, Finance |
This Agreement is accepted by BILP as of the date first written above.
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BROOKFIELD INFRASTRUCTURE L.P., by its managing general partner, BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | ||
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Per: |
/s/ Jane Sheere | |
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Name: |
Jane Sheere |
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Title: |
Secretary |
[Subscription Agreement]