SEC Comment Letter 0000000000-23-006506 to Brookfield Infrastructure Corp (BIPC)
Brookfield Infrastructure Corp
Date: June 15, 2023 · CIK: 0001788348 · Accession: 0000000000-23-006506
AI Filing Summary & Sentiment
File numbers found in text: 333-272131
Letter
United States securities and exchange commission logo June 15, 2023 Michael Ryan Secretary Brookfield Infrastructure Corp. 250 Vesey Street, 15th Floor New York, New York 10281 Re:Brookfield Infrastructure Corp. Brookfield Infrastructure Partners L.P. Registration Statement on Form F-4 Filed May 23, 2023 File No. 333-272131 Dear Michael Ryan: 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-4 Questions and Answers Q: How is the mix of cash and BIPC Share consideration to be delivered to holders of the Common Shares in the Merger determined?, page xi 1.We note that the stock portion of the merger consideration will be subject to a collar mechanism based on the volume weighted average price of BIPC Shares on the NYSE over 10 trading days, with other fixed exchange ratios if the final share price is above or below the collar, such that the implied stock portion of the merger consideration will fluctuate based on the market price of BIPC Shares until the completion of the Merger. Accordingly, please provide an illustrative table using a reasonable range of prices of the BIPC shares with columns indicating the respective exchange ratios and other relevant
FirstName LastNameMichael Ryan Comapany NameBrookfield Infrastructure Corp. June 15, 2023 Page 2 FirstName LastName Michael Ryan Brookfield Infrastructure Corp. June 15, 2023 Page 2 information. Please also disclose the range of shares that may be issued based on the collar, and fixed exchange ratios if BIPC's final stock price is above or below the collar, using the trading price as of the most recent practicable date. 2.Please explain the "value-equalization mechanic" that provides that each Common Share which is converted into either the all-cash or all-BIPC Share Merger Consideration will receive substantially the same value per Common Share as the mixed consideration. Exhibits 3.Please provide the legal opinions of McMillan LLP and Appleby (Bermuda) Limited prior to effectiveness. 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. You may contact Michael Purcell, Staff Attorney, at 202-5515-5351 or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: Michael Hong
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United States securities and exchange commission logo
June 15, 2023
Michael Ryan
Secretary
Brookfield Infrastructure Corp.
250 Vesey Street, 15th Floor
New York, New York 10281
Re:Brookfield Infrastructure Corp.
Brookfield Infrastructure Partners L.P.
Registration Statement on Form F-4
Filed May 23, 2023
File No. 333-272131
Dear Michael Ryan:
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-4
Questions and Answers
Q: How is the mix of cash and BIPC Share consideration to be delivered to holders of the
Common Shares in the Merger determined?, page xi
1.We note that the stock portion of the merger consideration will be subject to a collar
mechanism based on the volume weighted average price of BIPC Shares on the NYSE
over 10 trading days, with other fixed exchange ratios if the final share price is above or
below the collar, such that the implied stock portion of the merger consideration will
fluctuate based on the market price of BIPC Shares until the completion of the Merger.
Accordingly, please provide an illustrative table using a reasonable range of prices of the
BIPC shares with columns indicating the respective exchange ratios and other relevant
FirstName LastNameMichael Ryan
Comapany NameBrookfield Infrastructure Corp.
June 15, 2023 Page 2
FirstName LastName
Michael Ryan
Brookfield Infrastructure Corp.
June 15, 2023
Page 2
information. Please also disclose the range of shares that may be issued based on the
collar, and fixed exchange ratios if BIPC's final stock price is above or below the
collar, using the trading price as of the most recent practicable date.
2.Please explain the "value-equalization mechanic" that provides that each Common Share
which is converted into either the all-cash or all-BIPC Share Merger Consideration will
receive substantially the same value per Common Share as the mixed consideration.
Exhibits
3.Please provide the legal opinions of McMillan LLP and Appleby (Bermuda) Limited prior
to effectiveness.
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.
You may contact Michael Purcell, Staff Attorney, at 202-5515-5351 or Kevin Dougherty,
Staff Attorney, at 202-551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: Michael Hong