SecProbe.io

January 13, 2020
Bahir Manios
Chief Financial Officer
Brookfield Infrastructure Corporation
250 Vesey Street, 15th Floor
New York, New York 10281-1021
Re:Brookfield Infrastructure Corp.
Amendment No. 2 to Registration Statement on Form F-1
Filed December 20, 2019
File No. 333-233934
Dear Mr. Manios:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our December 10, 2019 letter.
Amendment No. 2 to Registration Statement on Form F-1
Questions and Answers Regarding the Special Distribution
How will the special distribution work? , page 14
1.We note your response to comment 3. Please revise to disclose, as you do in your
response, that the exchange ratio of 1:9 is not final and that the final exchange ratio will
be confirmed or changed, closer to the date of the special distribution.
Risk Factor
Our Brazilian business is dependent on a single customer for the majority of our revenues., page
40
2.We note your disclosure that “[y]our Brazilian business is dependent on a sole customer

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for the majority of our revenues.” Please tell us what consideration you have given to the
filing of any agreements with this sole customer. Please refer to Item 601(b)(10) of
Regulation S-K.
Liquidity and Capital Resources , page 108
3.We note your presentation of five year debt repayment schedules on a proportionate basis
and proportionate net debt on page 109 and your reconciliation of proportionate debt to
consolidated debt on page 110.  We have the following comments:

•Proportionate debt and proportionate net debt both appear to be Non-IFRS measures.
Please revise your disclosure to clearly label these measures as Non-IFRS.

•Please revise to comply with Item 10(e)(1)(i)(A) of Regulation S-K by presenting and
analyzing consolidated debt under IFRS with equal or greater prominence to your
disclosure and analysis of proportionate debt and proportionate net debt.  Also see
Question 102.10 of our Compliance and Disclosure Interpretation of Non-GAAP
Financial Measures.

•Your disclosures do not appear to indicate whether or how management uses these
Non-IFRS measures.  With reference to Item 10(e)(1)(i)(D) of Regulation S-K, please
confirm our assumption that management does not use these measures; or if our
understanding is incorrect, please revise your disclosure to explain how management
uses these measures.

•Please explain to us in more detail why you believe these measures are meaningful
and relevant to investors.  As part of your response, please explain to us whether all
of the equity holders in a given project are jointly and severally liable for that
project's debt or whether your debt agreements provide for individual liability for a
proportion of the project debt based on each investor's ownership percentage of the
related project.  Also tell us what consequences you would face if you paid your
proportion of a debt payment but the non-controlling interest holders did not pay their
proportion of the debt payment, such as whether the lender could force the project to
cease operations or foreclose on the project assets.  If you believe that both legally
and practically, your investors only need to concern themselves with your ability to
pay your proportion of project debt rather than each project's ability to pay its entire
project debt, please tell us the basis for your belief in detail, and revise your
disclosures to better convey the limitations of these Non-IFRS measures to your
investors.  We may have further comments after reviewing your response.
Material United States Federal Income Tax Considerations, page 207
4.We note your response to comment 4 and we reissue the comment in-part. We note
disclosure that "the general partner of the partnership intends to take the position and
believes that each of the partnership and Holding LP qualifies as an investment

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Bahir Manios
Brookfield Infrastructure Corporation
January 13, 2020
Page 3
partnership..., so that the special distribution of class A shares to a U.S. unitholder that is
an eligible partner qualifies as a non-taxable distribution of property" (emphasis added).
While we appreciate that counsel is explicitly stating that it is not rendering an opinion as
to "investment partnership" status, please revise to briefly explain why. Please also clarify
or explain why the disclosure goes on to state "...so that the special distribution of Class A
shares...qualifies as a non-taxable distribution of property," as it seems to suggest that the
general partner, rather than counsel, is rendering an opinion as to the tax-free status of the
special distribution to U.S. holders upon the receipt of class A shares. See
Sections III.C.1 and 3 of Staff Legal Bulletin No. 19.
            You may contact Robert Babula, Staff Accountant at (202) 551-3339 or Jennifer
Thompson, Branch Chief at (202) 551-3737 if you have questions regarding comments on the
financial statements and related matters. Please contact Jennifer López, Staff Attorney at (202)
551-3792 or Mara Ransom, Office Chief at (202) 551-3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services