SEC Comment Letter 0000000000-24-013152 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: Nov. 26, 2024 · CIK: 0001406234 · Accession: 0000000000-24-013152
AI Filing Summary & Sentiment
File numbers found in text: 333-278737
Letter
November 26, 2024 Jane Sheere Secretary Brookfield Infrastructure Partners L.P. 73 Front Street, 5th Floor Hamilton, HM 12, Bermuda Re:Brookfield Infrastructure Partners L.P. Amendment No. 1 to Registration Statement on Form F-3 Filed November 1, 2024 File No. 333-278737 Dear Jane Sheere: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Amendment No. 1 to Form F-3 filed November 1, 2024 Cover Page Please revise your cover page, and other appropriate parts of the prospectus, to better explain the offering being registered. In particular, please clarify each of the following nine items: •What are the exact transactions being registered pursuant to this registration statement? •Why the securities may be issued by the partnership or delivered by BIPC? •How will the method be determined in any given exchange? •What are the circumstances under which LP Units may be sold in connection with an acquisition of the exchangeable shares? 1.
November 26, 2024 Page 2 •Why have you replaced Existing BIPC with a new entity, 1505109 B.C. Ltd., as issuer in the arrangement? •As to the LP Units that may be issued in the future, are there any currently planned offerings? •Under what circumstances would Brookfield Corporation need to satisfy the obligations of the partnership or BIPC? •What is the purpose of the rights agreement? •Will the LP Units offered under this registration statement be issued pursuant to the rights agreement? 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 Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314 with any other questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc:Christopher Bornhorst
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November 26, 2024
Jane Sheere
Secretary
Brookfield Infrastructure Partners L.P.
73 Front Street, 5th Floor
Hamilton, HM 12, Bermuda
Re:Brookfield Infrastructure Partners L.P.
Amendment No. 1 to Registration Statement on Form F-3
Filed November 1, 2024
File No. 333-278737
Dear Jane Sheere:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Amendment No. 1 to Form F-3 filed November 1, 2024
Cover Page
Please revise your cover page, and other appropriate parts of the prospectus, to better
explain the offering being registered. In particular, please clarify each of the
following nine items:
•What are the exact transactions being registered pursuant to this registration
statement?
•Why the securities may be issued by the partnership or delivered by BIPC?
•How will the method be determined in any given exchange?
•What are the circumstances under which LP Units may be sold in connection with
an acquisition of the exchangeable shares?
1.
November 26, 2024
Page 2
•Why have you replaced Existing BIPC with a new entity, 1505109 B.C. Ltd., as
issuer in the arrangement?
•As to the LP Units that may be issued in the future, are there any currently
planned offerings?
•Under what circumstances would Brookfield Corporation need to satisfy the
obligations of the partnership or BIPC?
•What is the purpose of the rights agreement?
•Will the LP Units offered under this registration statement be issued pursuant to
the rights agreement?
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 Anuja Majmudar at 202-551-3844 or Daniel Morris at 202-551-3314
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Christopher Bornhorst