SEC Comment Letter 0000000000-24-014004 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: Dec. 18, 2024 · CIK: 0001406234 · Accession: 0000000000-24-014004
AI Filing Summary & Sentiment
File numbers found in text: 333-278737
Letter
December 18, 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. 2 to Registration Statement on Form F-3 Filed December 3, 2024 File No. 333-278737 Dear Jane Sheere: We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our November 26, 2024 letter. Amendment No. 2 to Form F-3 General We note your response to prior comment 1 and the related revisions. However, it appears that the selling stockholder, Brookfield Corporation, through its GP management interest controls the issuer of the LP Units, Brookfield Infrastructure Partners L.P. Further it appears that Brookfield Corporation is the signing party on the Rights Agreement providing to the Exchanging Class A Shareholders the rights to exchange their shares for LP Units of Brookfield Infrastructure Partners L.P. (or cash). Please revise your cover page to identify Brookfield Corporation as your controlling interest holder and affiliate and revise your plan of distribution to state that 1.
December 18, 2024 Page 2 any sales by Brookfield Corporation may be deemed to have been conducted by or on behalf of the issuer. 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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December 18, 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. 2 to Registration Statement on Form F-3
Filed December 3, 2024
File No. 333-278737
Dear Jane Sheere:
We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our November 26, 2024
letter.
Amendment No. 2 to Form F-3
General
We note your response to prior comment 1 and the related revisions. However, it
appears that the selling stockholder, Brookfield Corporation, through its GP
management interest controls the issuer of the LP Units, Brookfield Infrastructure
Partners L.P. Further it appears that Brookfield Corporation is the signing party on
the Rights Agreement providing to the Exchanging Class A Shareholders the rights to
exchange their shares for LP Units of Brookfield Infrastructure Partners L.P. (or
cash). Please revise your cover page to identify Brookfield Corporation as your
controlling interest holder and affiliate and revise your plan of distribution to state that
1.
December 18, 2024
Page 2
any sales by Brookfield Corporation may be deemed to have been conducted by or on
behalf of the issuer.
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