EX-FILING FEES 6 tm2411715d4_exfilingfees.htm EX-FILING FEES

Exhibit 107

 

EX-FILING FEES

 

Calculation of Filing Fee Tables

 

Form F-3

(Form Type)

 

Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

  Security
Type
Security
Class Title
Fee
Calculation
Rule or
Instruction
Amount to
be Registered
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering Price
Fee Rate Amount of
Registration Fee
Carry Forward Form 
Type
Carry
Forward
File
Number
Carry
Forward
Initial
Effective
Date
Filing Fee
Previously
Paid in
Connection
with Unsold
Securities to
be Carried
Forward
  Newly Registered Securities
Fees to Be Paid Equity Class A Exchangeable Subordinate Voting Shares of Brookfield Infrastructure Corporation 457(o) (1)(2) (4) $1,000,000,000 0.00014760 $147,600(4)        
  Equity Class A Exchangeable Subordinate Voting Shares of Brookfield Infrastructure Corporation 457(o) 13,012,789(2)(3) $30.42(5) $395,849,041.38 0.00014760 $58,427.32 (5)        
  Equity Limited Partnership Units of Brookfield Infrastructure Partners L.P. 457(i) (6)(7) (6) — (9) N/A — (9)        
  Equity Limited Partnership Units of Brookfield Infrastructure Partners L.P. 457(i) 13,012,789(7)(8) (8) — (9) N/A — (9)        
Fees Previously Paid          
Carry Forward Securities
Carry
Forward
Securities
     
    Total Offering Amounts $1,395,849,041.38   $206,027.32        
    Total Fees Previously Paid            
    Total Fee Offsets     $165,531.13        
    Net Fee Due     $40,496.19        

 

 

-2-

 

 

(1) Represents an indeterminate number of class A exchangeable subordinate voting shares (“exchangeable shares”) of Brookfield Infrastructure Corporation (the “company”) in an aggregate of amount of $1,000,000,000, as may from time to time be offered and sold by the company at indeterminate prices in primary offerings.

 

(2) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional exchangeable shares as may be issuable as a result of stock splits, stock dividends or similar transactions.

 

(3) Represents exchangeable shares to be offered and sold from time to time by selling securityholders at indeterminate prices in secondary offerings.

 

(4) Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

 

(5) Calculated in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the exchangeable shares on the New York Stock Exchange on April 12, 2024, of $30.95 and $29.88.

 

(6) Represents an indeterminate number of limited partnership units (“LP units”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) to be issued by the Partnership or to be delivered by our company or Brookfield Corporation, in each case in connection with the exchange, redemption or acquisition, as applicable, from time to time, of exchangeable shares offered or sold hereunder in primary offerings (as described in footnote (1) above).

 

(7) Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional LP units as may be issuable as a result of stock splits, stock dividends or similar transactions.

 

(8)  Represents 13,012,789 LP units to be issued by the Partnership or to be delivered by our company or Brookfield Corporation, in each case in connection with the exchange, redemption or acquisition, as applicable, from time to time, of exchangeable shares offered for resale at indeterminate prices by selling securityholders hereunder.

 

(9) No separate registration fee is payable pursuant to Rule 457(i) under the Securities Act of 1933, as amended.

 

 

-3-

 

Table 2: Fee Offset Claims and Sources

 

  Registrantor Filer
Name
Form or
Filing Type
File
Number
Initial
Filing
Date
Filing
Date
Fee Offset
Claimed
Security
Type
Associated
with Fee
Offset
Claimed
Security
Title
Associated
with Fee
Offset
Claimed
Unsold
Securities
Associated
with Fee
Offset
Claimed
Unsold
Aggregate
Offering
Amount
Associated with
Fee Offset
Claimed
Fee Paid with Fee
Offset Source
Rule 457(p)
Fee Offset Claims Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. F-3 333-255051 and 333-255051-01 April 6, 2021 $165,531.13 Equity Class A Exchangeable Subordinate Voting Shares(1) (1) $1,517,242,242.37
 Fee Offset Sources  Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. F-3 333-255051 and 333-255051- 01   April 6, 2021           $165,531.13(1)

 

(1) The registrants previously filed a joint registration statement on Form F-3 (File Nos. 333-255051 and 333-255051-01), initially filed on April 6, 2021, and declared effective on April 16, 2021 (the “Prior Registration Statement”), which registered (i) an aggregate $1,000,000,000 of exchangeable shares in primary offerings and (ii) 8,675,193 exchangeable shares in secondary offerings, equivalent to $651,420,242.37. Under the Prior Registration Statement, $865,822,000 of exchangeable shares in primary offerings was not used, and all of the exchangeable shares for secondary offerings were not used, resulting in $1,517,242,242.37 as the unsold aggregate offering amount. This unused amount represents approximately 91.9% of the $180,169.95 of the registration fees on the Prior Registration Statement and results in a fee offset of $165,531.13. The registrants have terminated or completed any offerings that included the unsold securities under the Prior Registration Statement.