SEC Comment Letter 0000000000-23-002994 to Brookfield Infrastructure Partners L.P. (BIP, BIPH, BIPI, BIPJ, BRIPF, BIP-PA, BIP-PB) (CIK 0001406234) (BIP)
Brookfield Infrastructure Partners L.P. (BIP, BIPH, BIPI, BIPJ, BRIPF, BIP-PA, BIP-PB) (CIK 0001406234)
Date: March 24, 2023 · CIK: 0001406234 · Accession: 0000000000-23-002994
AI Filing Summary & Sentiment
File numbers found in text: 333-270363
Letter
United States securities and exchange commission logo March 24, 2023 Jane Sheere Secretary Brookfield Infrastructure Partners L.P. 73 Front Street, 5th Floor Hamilton, HM 12, Bermuda Re:Brookfield Infrastructure Partners L.P. Registration Statement on Form F-3 Filed March 8, 2023 File No. 333-270363 Dear Jane Sheere: We have limited our review of your registration statement to those issues we have addressed in our 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. Registration Statement on Form F-3 General 1.We note you disclose in your explanatory note that the Partnership is paying a registration fee of $55,100 with the filing of the Registration Statement in respect of the additional 15,105,740 LP Units registered to provide additional capacity to cover the issuance or delivery of LP Units upon exchange, redemption or acquisition of future issuances of Exchangeable Shares. If the securities overlying these LP Units are to be deemed outstanding, please revise to explain whether such securities were issued in public or private offerings. If such securities were issued privately, please provide your analysis as to why you believe you are eligible to register the issuance of the underlying LP Units to private placement purchasers. For guidance, refer to Securities Act Sections Compliance and Disclosure Interpretations 239.15. If the securities overlying the LP Units are not
FirstName LastNameJane Sheere Comapany NameBrookfield Infrastructure Partners L.P. March 24, 2023 Page 2 FirstName LastName Jane Sheere Brookfield Infrastructure Partners L.P. March 24, 2023 Page 2 deemed to be outstanding, please provide your analysis as to why believe you are eligible to register the LP Units for resale. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Michael Purcell, Staff Attorney at 202-551-5351 or Irene Barberena- Meissner, Staff Attorney at 202-551-6548 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Christopher Bornhorst
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United States securities and exchange commission logo
March 24, 2023
Jane Sheere
Secretary
Brookfield Infrastructure Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Re:Brookfield Infrastructure Partners L.P.
Registration Statement on Form F-3
Filed March 8, 2023
File No. 333-270363
Dear Jane Sheere:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3
General
1.We note you disclose in your explanatory note that the Partnership is paying a registration
fee of $55,100 with the filing of the Registration Statement in respect of the additional
15,105,740 LP Units registered to provide additional capacity to cover the issuance or
delivery of LP Units upon exchange, redemption or acquisition of future issuances of
Exchangeable Shares. If the securities overlying these LP Units are to be deemed
outstanding, please revise to explain whether such securities were issued in public or
private offerings. If such securities were issued privately, please provide your analysis as
to why you believe you are eligible to register the issuance of the underlying LP Units to
private placement purchasers. For guidance, refer to Securities Act Sections Compliance
and Disclosure Interpretations 239.15. If the securities overlying the LP Units are not
FirstName LastNameJane Sheere
Comapany NameBrookfield Infrastructure Partners L.P.
March 24, 2023 Page 2
FirstName LastName
Jane Sheere
Brookfield Infrastructure Partners L.P.
March 24, 2023
Page 2
deemed to be outstanding, please provide your analysis as to why believe you are eligible
to register the LP Units for resale.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Michael Purcell, Staff Attorney at 202-551-5351 or Irene Barberena-
Meissner, Staff Attorney at 202-551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Christopher Bornhorst