SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 1114 Avenue of the Americas, 23rd Floor New
York, New York 10036.7703 USA

 P. 212.880.6000 | F. 212.682.0200
 www.torys.com

 Mile T. Kurta
 mkurta@torys.com

 P. 212.880.6363
 April 15, 2025 Via
EDGAR United States Securities and Exchange Commission
 Division of Corporation Finance Office of Energy &
Transportation 100 F Street, N.E. Washington, D.C.
20549-3561

 Attention:

 Timothy Levenberg

 Daniel Morris

 Re: 

 Brookfield Infrastructure Corporation

 Post-Effective Amendment No. 1 to Registration Statement on Form F-3

 Filed January 29, 2025

 File No. 333-278738
 Dear Ladies and Gentlemen:
 On behalf of Brookfield Infrastructure Corporation (the “ Company ” or “ New BIPC ”), as successor issuer to
Brookfield Infrastructure Holdings Corporation (formerly Brookfield Infrastructure Corporation) (“ Old BIPC ”), we are responding to the oral comments provided on March 28, 2025 by the staff of the Division of Corporation Finance
(the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) regarding the Company’s Post-Effective Amendment No. 1 (“ Post-Effective Amendment No. 1 ”),
filed with the Commission by the Company and Brookfield Infrastructure Partners L.P. (“ BIP ”) on January 29, 2025, to the Registration Statement of Old BIPC and BIP on Form F-3 (File No. 333-278738) declared effective by the Commission on June 5, 2024 (the “ Registration Statement ”). Post-Effective Amendment No. 2 (“ Post-Effective Amendment
No. 2 ”) to the Registration Statement is being filed concurrently herewith in order to (i) address the Staff’s oral comments, as described below; (ii) incorporate by reference the Company’s Annual
Report on Form 20-F for the year ended December 31, 2024 (the “ BIPC 20-F ”) and BIP’s Annual Report on Form
 20-F for the year ended December 31, 2024; and (iii) make corresponding changes to the prospectus in Part I of the Registration Statement, and update as appropriate the information contained in such
prospectus, including to reflect the expiration of the Rights Agreement (as defined in Post-Effective Amendment No. 2).

 Based on our telephone conversation with the Staff on March 28, 2025, and subsequent
telephonic communications with the Staff thereafter, the Company acknowledges that the Company’s filings under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) subsequent to the filing of Company’s
amended Form 6-K filing on EDGAR form type 8-K12G3 on March 3, 2025, including the BIPC 20-F, were incorrectly assigned the
Commission file number for Old BIPC (File No. 001-39250) due to an administrative error by the EDGAR system. Accordingly, the Company contacted the administrative offices of the Commission to correct this
error on a go-forward basis, beginning with the Company’s Form 6-K filed on April 4, 2025, to reflect the new Commission file number assigned to New BIPC (File
 No. 000-56727). Finally, in response to the Staff’s oral comments, the Company has
added disclosure to page vii of Post-Effective Amendment No. 2 to clarify that the Company’s filings under the Exchange Act going forward will be filed under the Commission file number for New BIPC (File
 No. 000-56727). If there are additional comments or questions, please do not hesitate to
contact the undersigned at (212) 880-6363 or Chris Bornhorst, Torys LLP, at (212) 880-6047.

 Very Truly Yours,

 By:

 /s/ Mile Kurta

 Mile Kurta Torys LLP

 cc:
 David Krant, Brookfield Infrastructure Corporation
 Chris Bornhorst, Torys LLP
 2

CORRESP
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CORRESP

1114 Avenue of the Americas, 23rd Floor

New York, New York 10036.7703 USA

P. 212.880.6000 | F. 212.682.0200

www.torys.com

 Mile T. Kurta

mkurta@torys.com

P. 212.880.6363

 March 3, 2025

 Via
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, N.E.

 Washington, D.C.
20549-3561

Attention: 
 Timothy Levenberg

  Daniel Morris

Re:
 Brookfield Infrastructure Corporation

Post-Effective Amendment No. 1 to Registration Statement on Form F-3

Filed January 29, 2025

File No. 333-278738

Dear Ladies and Gentlemen:

 On behalf of
Brookfield Infrastructure Corporation (the “Company” or “New BIPC”), as successor issuer to Brookfield Infrastructure Holdings Corporation (formerly Brookfield Infrastructure Corporation) (“Old
BIPC”), please find responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated
February 25, 2025, with respect to Post-Effective Amendment No. 1 (the “Post-Effective Amendment No. 1”), filed with the Commission by the Company and Brookfield Infrastructure Partners L.P.
(“BIP”) on January 29, 2025, to the Registration Statement of Old BIPC and BIP on Form F-3 (File No. 333-278738) declared effective by the
Commission on June 5, 2024 (the “Registration Statement”). The numbered paragraph below corresponds to the numbered comment in the Staff’s letter and the Staff’s comments are presented in bold italics. Unless
otherwise indicated, defined terms used herein have the meanings set forth in Post-Effective Amendment No. 1.

 Post-Effective Amendment No. 1
to Registration Statement on Form F-3

 General

1.
 Please provide us with your analysis as to the application of Rule 413 and Rule 414 of the Securities
Act, including whether you are registering additional securities. In this regard, for example, it appears that you are now seeking, in part, to register the resale of unissued exchangeable shares issuable upon exchange of the newly created
Class A.2 shares.

 The Company acknowledges the Staff’s comment and we provide below our analysis with
respect to the application of Rule 414 and Rule 413 of the Securities Act:

 Rule 414

Rule 414 states in relevant part that “[i]f any issuer… has been succeeded by an issuer …. for the purpose of changing its form
of organization, the registration statement of the predecessor issuer shall be deemed the registration statement of the successor issuer…” provided that (a) immediately prior to the succession the successor issuer had no assets or
liabilities other than nominal assets or liabilities; (b) the succession was effected by a merger or similar succession pursuant to statutory provisions or the terms of the organic instruments under which the successor issuer acquired all of
the assets and assumed all of the liabilities and obligations of the predecessor issuer; (c) the succession was approved by security holders of the predecessor issuer at a meeting for which proxies were solicited pursuant to Section 14(a)
of the Exchange Act or information was furnished to security holders pursuant to Section 14(c) of the Exchange Act; and (d) the successor issuer has filed an amendment to the registration statement of the predecessor issuer expressly
adopting such statements as its own registration statement for all purposes of the Securities Act and the Exchange Act and setting forth any additional information necessary to reflect any material changes made in connection with or resulting from
the succession, or necessary to keep the registration statement from being misleading in any material respect, and such amendment has become effective.

We believe the Company meets the requirements of Rule 414 in connection with the filing of Post-Effective Amendment No. 1 for the
following reasons:

•

 The creation of New BIPC, as successor to Old BIPC, was done in connection with the changing of its form of
organization, whereby New BIPC would become the new public parent of Old BIPC, with Old BIPC becoming a consolidated subsidiary of New BIPC. The transaction was effected primarily to address certain anticipated changes in Canadian tax rules that
would result in additional costs to Old BIPC, as further described in the circular mailed to Old BIPC shareholders in connection with the shareholder meeting approving the succession transaction, which was held on December 3, 2024.

•

 New BIPC only had nominal assets and liabilities immediately prior to such succession transaction.

•

 The succession was effected by a plan of arrangement under the Business Corporations Act (British Columbia),
pursuant to which New BIPC became the new parent company of Old BIPC and thereafter consolidated, and continues to consolidate, Old BIPC; and the consolidated assets and financial results of New BIPC after the succession transaction were the same as
the consolidated assets and financial results of Old BIPC. We further note that, from an Old BIPC shareholder perspective (other than subsidiaries of Brookfield Corporation that acquire Class A.2 shares in the transaction), the was no material
difference in the operations or capital structure of New BIPC when compared to Old BIPC. The primary of purpose of New BIPC remains the same as that of Old BIPC: to serve as an alternative investment vehicle for investors who prefer to own an
interest in BIP’s

 2

operations through a corporate entity structure rather than a limited partnership structure. Therefore, the New BIPC exchangeable shares, similar to the Old BIPC exchangeable shares, were
structured to be the economic equivalent of a limited partnership unit of BIP and are exchangeable, and derive their value from, the BIP limited partnership units. There was no change in dividend policy of New BIPC, and after the succession
transaction New BIPC continues to pay the same dividends, both in terms of amount and frequency, as BIP distributes on its limited partnership units. There was no change in management at New BIPC compared to Old BIPC. In short, there was not any
material change in the nature of an investor’s investment in New BIPC compared to Old BIPC, and the succession transaction did not alter the nature of the business currently conducted by BIP or Old BIPC or any of their respective underlying
assets and holdings.1

•

 While the succession was not approved at a meeting of Old BIPC shareholders for which proxies were solicited
pursuant to Section 14(a) of the Exchange Act or information was furnished to security holders pursuant to Section 14(c) of the Exchange Act because Old BIPC was exempt from such requirements as it was a “foreign private issuer”
as defined in Rule 3b-4 of the Exchange Act, we believe that Old BIPC substantially complied with this requirement because the transaction was voted on pursuant to the applicable Canadian law counterpart of
the proxy process. Old BIPC shareholders were sent a meeting circular containing information substantially similar to that required in a proxy statement complying with the requirements of Regulation 14A. We note that the Staff has previously granted
relief to permit a foreign private issuer undertaking a similar plan of arrangement as Old BIPC (and therefore not subject to the requirements of Regulation 14A) to rely on Rule 414 (see Shire Pharmaceuticals Group Plc and Shite Group Plc no-action letter (available November 17, 2005); and Reuters Holdings PLC and Reuters Group PLC no-action letter (available February 17, 1998)). We are of the view that the rationale for such
treatment provided in such no-action letters also is applicable here and is consistent with other foreign private issuers that have relied on Rule 414 after having undergone a succession that was not subject
to the requirements of Regulation 14A. 2

•

 New BIPC (along with BIP) filed Post-Effective Amendment No. 1, with New BIPC adopting the Registration
Statement as its own registration statement for all purposes of the Securities Act and the Exchange Act and setting forth any additional information necessary to reflect any material changes made in connection with or resulting from the succession,
or necessary to keep the Registration Statement from being misleading in any material respect.3

1
 We further advise the Staff that we had had informal discussions with the Staff in August and September of 2024
concerning the Rule 12g-3 succession matters as well as Form F-3 eligibility matters concerning the transaction. While the Company did not seek no-action relief, on the basis of such discussions, we were comfortable to proceed on the basis that New BIPC would be deemed a successor issuer for Rule 12g-3 purposes and
eligible to file a Form F-3.

2
 We further note there have been a number of foreign private issuers that have relied on Rule 414 following
successions that were effected pursuant to transactions that were not subject to Regulation 14A, including the post-effective amendments filed pursuant to Rule 414 by: Atlas Corp (filed on February 28, 2020); Frontline Ltd. (filed on
January 5, 2023); and Altamira Therapeutics Ltd. (filed on April 11, 2019).

3
 While we note that BIP is also a registrant and did not similarly undergo a succession, we do not feel this is
relevant to the Rule 414 analysis as the Registration Statement (as amended by Post-Effective Amendment No. 1) is primarily a shelf for the primary issuance of New BIPC exchangeable shares and nothing with respect to BIP has changed as a result
of the succession transaction.

 3

 For the reasons cited above, we believe the Company has complied with the requirements of
Rule 414 with respect to the filing of Post-Effective Amendment No. 1.

 Rule 413

Rule 413 provides in relevant part that, except in connection with an automatic shelf registration statement, the registration of additional
securities may only be effected through a separate registration statement relating to the additional securities (and not a post-effective amendment).

We respectfully advise the Staff that New BIPC is not registering additional securities and instead is only registering the exchangeable
shares of New BIPC, as successor to Old BIPC, to replace the Old BIPC exchangeable shares registered in the original Registration Statement to give effect to the succession transaction. To date, no securities have been issued under the Registration
Statement.

 The original Registration Statement registered (i) up to $1 billion of Old BIPC exchangeable shares that may be
issued from time to time and (ii) up to 13,012,789 Old BIPC exchangeable shares that may be resold by certain selling securityholders from time to time (including the underlying BIP limited partnership units that may be exercised upon exchange
of such Old BIPC exchangeable shares). The Registration Statement, as amended by Post-Effective Amendment No. 1 pursuant to Rule 414, continues to register up to $1 billion of exchangeable shares of New BIPC, as successor to Old BIPC
(including the underlying BIP limited partnership units that may be exercised upon exchange of such Old BIPC exchangeable shares), that may be issued from time to time.

The Registration Statement, as amended by Post-Effective Amendment No. 1, also continues to register the resale, from time to time, of up
to 13,012,789 New BIPC exchangeable shares that may be resold by the same selling securityholders from the original Registration Statement. The only difference is that pursuant to the succession transaction, the selling securityholders hold
13,012,789 Class A.2 shares; such Class A.2 shares were issued to the selling securityholders in exchange for the Old BIPC exchangeable shares held by such holders prior to the succession transaction. The Class A.2 shares held by such
selling shareholders are exchangeable into exchangeable shares of New BIPC on a one-for-one basis. Therefore, the Registration Statement, as amended by Post-Effective
Amendment No. 1, registers the same number of exchangeable shares of New BIPC, as successor to Old BIPC, that would be issued by New BIPC to such selling securityholders upon an exchange of Class A.2 shares acquired by them in connection
with the arrangement whereby New BIPC became the successor to Old BIPC.

 4

 The fact that the Registration Statement registers the exchangeable shares of New BIPC that
may be resold by the selling shareholders upon exchange of Class A.2 shares, rather than exchangeable shares of New BIPC that are directly held by such selling securityholders, should not change the analysis for purposes of Rule 413. The
Registration Statement, as amended by Post-Effective Amendment No. 1, still registers the same number of shares that may be resold by the selling securityholders as could have been resold under the original Registration Statement. And the
Registration Statement, as amended by Post-Effective Amendment No. 1, registers the successor’s issuers shares (the New BIPC exchangeable shares) in lieu of the predecessor’s shares (the Old BIPC exchangeable shares). Therefore, the
registration of the New BIPC exchangeable shares that may be resold by the selling shareholders should not be view as a registration of additional securities within the meaning of Rule 413 as it relates to the same transaction because, for purposes
of Rule 414, the New BIPC exchangeable shares that may be resold by the selling shareholders under the Registration Statement, as amended by Post-Effective Amendment No. 1, are the same securities as the Old BIPC exchangeable shares that could
have been resold by the selling shareholders under the Registration Statement prior to the arrangement. 4

2.
 Pursuant to Rule 12g-3(f) you were required to file a Form 8-K (or its equivalent) indicating the paragraph of Rule 12g-3 you were relying upon in connection with the arrangement. We note your Form
6-K filed on December 27, 2024. Please note that upon the filing of such form, a new file number is generated for the successor company, and you should not continue to use the predecessor’s file
number. Refer to Question 150.01 of the Compliance and Disclosure Interpretations for the Exchange Act Rules. Please advise.

The Company acknowledges the Staff’s comment and advises the Staff that upon filing its Form 6-K
on December 27, 2024 under EDGAR submission type Form 8-K12B, pursuant to Rule 12g-3(f), the Company did not receive a new commission file number. The Company plans
to file a Form 6-K/A under EDGAR submission type Form 8-K12G3 which, based on our discussion with our financial printer, should create a new commission filing number for
the successor company, after which the Company will use such new commission filing number in future filings.

4
 We note for the Staff that New BIPC, as successor to Old BIPC, would qualify as a well-known seasoned issuer
and could have filed and automatic shelf registration statement via post-effective amendment to register a different class of securities than those previously registered on an automatic shelf registration statement. The original Registration
Statement was not filed as an automatic shelf registration statement because BIP, a limited partnership, was a co-registrant given the fact that the exchangeable shares of Old BIPC were exchangeable into
limited partnership units of BIP thereby making BIP an “ineligible issuer” pursuant to clause (1)(iii) of such definition (because the BIP limited partnership units issuance upon exchange of an exchangeable share of New BIPC would not be
pursuant to a firm commitment underwriting). Under Rule 413(b)(1) for a well-known seasoned issuer, securities of a class different that those that are registered under the effective automatic shelf registration statement (such as the case of
Post-Effective Amendment No. 1) could have been registered via a post-effective amendment to such automatic

February 25, 2025
David Krant
Chief Financial Officer
Brookfield Infrastructure Corp
250 Vesey Street, 15th Floor
New York, New York 10281-1023
Re:Brookfield Infrastructure Corp
Post-Effective Amendment No. 1 to Registration Statement on Form F-3
Filed January 29, 2025
File No. 333-278738
Dear David Krant:
            We have reviewed your post-effective amendment and have the following comments.
            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.
Post-Effective Amendment No. 1 to Registration Statement on Form F-3
General
1.Please provide us with your analysis as to the application of Rule 413 and Rule 414 of
the Securities Act, including whether you are registering additional securities.  In this
regard, for example, it appears that you are now seeking, in part, to register the resale
of unissued exchangeable shares issuable upon exchange of the newly created Class
A.2 shares.
2.Pursuant to Rule 12g-3(f) you were required to file a Form 8-K (or its equivalent)
indicating the paragraph of Rule 12g-3 you were relying upon in connection with the
arrangement. We note your Form 6-K filed on December 27, 2024. Please note that
upon the filing of such form, a new file number is generated for the successor
company, and you should not continue to use the predecessor’s file number. Refer to
Question 150.01 of the Compliance and Disclosure Interpretations for the Exchange
Act Rules. Please advise.

February 25, 2025
Page 2
            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.
            Please contact Timothy Levenberg at 202-551-3707 or Daniel Morris at 202-551-
3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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VIA EDGAR AND E-MAIL

June 3, 2024

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Brookfield Infrastructure Corporation

Brookfield Infrastructure
Partners L.P.

Registration Statement
on Form F-3

File Nos. 333-278738, 333-278738-01

To Whom It May Concern:

Pursuant to Rule 461
of the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”)
promulgated under the Securities Act of 1933, as amended, Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners
L.P. hereby respectfully request that the effectiveness of the above referenced registration statement on Form F-3 (File Nos. 333-278738
and 333-278738-01) be accelerated by the Commission so that it may become effective at 4:30 P.M. Eastern Time on Wednesday, June 5,
2024.

If
the Staff of the Commission has any questions, please contact Christopher Bornhorst, Esq. of Torys LLP at (212) 880-6047 or cbornhorst@torys.com.

      - 2 -

    Sincerely,

    BROOKFIELD INFRASTRUCTURE CORPORATION

    By:
    /s/ David Krant

    Name: David Krant

    Title: Chief Financial Officer

    BROOKFIELD INFRASTRUCTURE PARTNERS L.P. by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

    By:
    /s/ Jane Sheere

    Name: Jane Sheere

    Title: Secretary

United States securities and exchange commission logo
April 26, 2024
Jane Sheere
Secretary
Brookfield Infrastructure Corporation
250 Vesey Street, 15th Floor
New York, NY 10281-1023
Re:Brookfield Infrastructure Corporation
Registration Statement on Form F-3
Filed April 16, 2024
File No. 333-278738
Dear Jane Sheere:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Anuja Majmudar at 202-551-3844 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Christopher Bornhorst

CORRESP
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CORRESP

 BROOKFIELD INFRASTRUCTURE CORP.

250 Vesey Street, 15th Floor

 New
York, NY 10281

 July 3, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, NE

 Washington, D.C. 20549

Attn:

Michael Purcell

Kevin Dougherty

Re:

Brookfield Infrastructure Corp. (“BIPC”)

Brookfield Infrastructure Partners L.P. (“BIP”)

Registration Statement on Form F-4

File Nos. 333-272131, 333-272131-01

 Dear Mr. Purcell and Mr. Dougherty:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Brookfield Infrastructure Corporation and Brookfield
Infrastructure Partners L.P. hereby request acceleration of the effectiveness of the above referenced Registration Statement on Form F-4 (File Nos. 333-272131, 333-272131-01), as amended, to July 6, 2023 at 4:30 Eastern Time, or as soon as practicable thereafter.

Please do not hesitate to contact Eric Otness at (713) 655-5135 or Michael Hong at (212) 735-2227 of Skadden, Arps, Slate, Meagher & Flom LLP with any questions or comments regarding this request. In addition, it is requested that Mr. Otness or Mr. Hong be notified of such
effectiveness by a telephone call and that such effectiveness also be confirmed in writing.

Sincerely,

BROOKFIELD INFRASTRUCTURE CORP.

By:

 /s/ Michael Ryan

Name:

Michael Ryan

Title:

Secretary

BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

By:

 /s/ Jane Sheere

Name:

Jane Sheere

Title:

Secretary

cc:

Eric Otness, Skadden, Arps, Slate, Meagher & Flom LLP

Michael Hong, Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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CORRESP

 BROOKFIELD INFRASTRUCTURE CORP.

250 Vesey Street, 15th Floor

 New
York, NY 10281

 June 23, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, NE

 Washington, D.C. 20549

Attn:
 Michael Purcell

Kevin Dougherty

Re:
 Brookfield Infrastructure Corp. (“BIPC”)

Brookfield Infrastructure Partners L.P. (“BIP”)

Registration Statement on Form F-4

Filed May 23, 2023

File No. 333-272131

Dear Mr. Purcell and Mr. Dougherty:

We are submitting this letter on behalf of BIPC and BIP (the “Registrants”) in response to comments from the staff of the Division
of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated June 15, 2023 (the “Comment Letter”), with respect to the above-referenced Registration
Statement on Form F-4, filed on May 23, 2023 (File No. 333-272131) (the “Registration Statement”).

Concurrently with the submission of this letter, the Registrants filed via EDGAR Amendment No. 1 to the Registration Statement
(“Amendment No. 1”), which reflects the Registrants’ responses to the comments received by the Staff and certain updated information. Below are the Registrants’ responses to the Comment Letter. For the Staff’s
convenience, the headings and numbered comments in this letter correspond to those contained in the Comment Letter. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

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 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.

 Brookfield Infrastructure Corp.

June 23, 2023

  Page
 2

 Response: The
Registrants acknowledge the Staff’s comment and have revised disclosure on pages xii and xiii of Amendment No. 1.

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.

 Response: The Registrants acknowledge the Staff’s comment and have revised disclosure on pages xii, 3,
53 and 98 of Amendment No. 1.

 Exhibits

3.
 Please provide the legal opinions of McMillan LLP and Appleby (Bermuda) Limited prior to effectiveness.

 Response: The Registrants acknowledge the Staff’s comment and have concurrently filed the legal
opinions of McMillan LLP and Appleby (Bermuda) Limited as Exhibit 5.1 and Exhibit 5.2, respectively, to Amendment No. 1.

 Brookfield Infrastructure Corp.

June 23, 2023

  Page
 3

 Please do not
hesitate to contact Eric Otness at (713) 655-5135 or Michael Hong at (212) 735-2227 of Skadden, Arps, Slate, Meagher & Flom LLP with any questions or comments
regarding this letter.

Sincerely,

BROOKFIELD INFRASTRUCTURE CORP.

By:

 /s/ Michael Ryan

Name:

Michael Ryan

Title:

Secretary

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

By:

 /s/ Jane Sheere

Name:

Jane Sheere

Title:

Secretary

cc:
 Eric Otness, Skadden, Arps, Slate, Meagher & Flom LLP

Michael Hong, Skadden, Arps, Slate, Meagher & Flom LLP

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

CORRESP
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CORRESP

 August 17, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Energy and Transportation

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-4

File Nos. 333-253365,
333-253365-01

 Dear Mr. Dougherty:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Brookfield Infrastructure Corporation and
Brookfield Infrastructure Partners L.P. hereby request acceleration of the effectiveness of the above referenced joint Registration Statement on Form F-4 (File Nos.
333-253365, 333-253365-01), as amended, to August 18, 2021 at 4:30 p.m., Eastern Time, or as soon as practicable thereafter.

 Please contact David Johansen at (212) 819-8509 of White & Case
LLP, with any questions you may have concerning this request. In addition, please notify Mr. Johansen when this request for acceleration has been granted.

BROOKFIELD INFRASTRUCTURE CORPORATION

        By:

/s/ Michael Ryan

 Name:   Michael Ryan

 Title:   Secretary

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,

    by its general partner,

BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

        By:

/s/ Jane Sheere

 Name:   Jane Sheere

 Title:   Secretary

CORRESP
1
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CORRESP

August 12, 2021

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Energy & Transportation

 100 F
Street, NE

 Washington, D.C. 20549

 Attn: Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

Amendments No. 7 to Registration Statement on Form F-4

Filed August 11, 2021

 File
Nos. 333-253365 and 333-253365-01

Dear Mr. Dougherty:

 We are submitting
this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”)
in response to oral comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) discussed in a telephone call on August 12,
2021, relating to Amendment No. 7 to the Registration Statement on Form F-4 (Registration Nos. 333-253365 and 333-253365-01) of the Registrants filed with the Commission on August 11, 2021 (the “Registration Statement”).

The Partnership has evaluated the significance thresholds with respect to Inter Pipeline Ltd. (“IPL”) based on the audited
financial statements for the year ended December 31, 2020. The Partnership advises the Staff that the calculations and results of the significance tests with respect to the IPL transaction are as follows:

 Securities and Exchange Commission

August 12, 2021

(USD millions)

As reported
[A]

BIP’s share(1)
[B]

[A] * [B]

 Asset test:

 Target total assets

10,261

51%

5,233

 BIP total assets

61,331

 Significance

9%

 Investment test:

 Total purchase price

7,604

 BIP world-wide market value (as of June 30, 2021)(2)

22,702

 Significance

33%

 Income test (lesser of):

 Target net income before taxes after NCI

352

51%

180

 BIP net income before taxes after NCI

460

 Significance

39%

 Target revenue

1,792

51%

914

 BIP revenue

8,885

 Significance

10%

(1)
 It is expected that BIP along with institutional investors will acquire 100% of the target of which BIP is
expected to hold a 51% economic interest in the target and a controlling voting interest over the target.

(2)
 Redeemable partnership units are exchangeable into limited partnership units on a one-for-one basis, and if exercised, redeemable partnership units would be accretive on significance calculations and therefore the Partnership considers the economic interest
in an acquired entity that is attributable to both redeemable partnership units and limited partnership units when assessing significance. As at June 30, 2021, 295.5 million limited partnership units and 121.9 million redeemable
partnership units were outstanding.

 * * *

Please do not hesitate to contact David Johansen at (212) 819-8509 of White & Case LLP with
any questions or comments regarding this letter.

 Sincerely,

/s/ David Johansen

cc:
 David Krant, Chief Financial Officer

Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

 2

CORRESP
1
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CORRESP

 August 11, 2021

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, NE

 Washington, D.C. 20549

Attn: Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

Amendments No. 6 to Registration Statement on Form F-4

Filed August 3, 2021

 File
Nos. 333-253365 and 333-253365-01

Dear Mr. Dougherty:

 We are submitting
this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”) in
response to oral comments from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) discussed in a telephone call on August 10, 2021,
relating to Amendment No. 6 to the Registration Statement on Form F-4 (Registration Nos. 333-253365 and 333-253365-01) of the Registrants filed with the Commission on August 3, 2021 (the “Registration Statement”). Amendment No. 7 to the Registration Statement is being filed concurrently
herewith.

 The Partnership has evaluated the significance thresholds with respect to Inter Pipeline Ltd. (“IPL”) based on
the audited financial statements for the year ended December 31, 2020. The Partnership advises the Staff that the results of the significance tests’ calculations with respect to the IPL transaction are as follows:

•

 Asset test: 9%

•

 Income test:

•

 Income: 39%

•

 Revenue: 10%

•

 Investment test: 33%

* * *

 Securities and Exchange Commission

August 11, 2021

 Please do not hesitate to
contact David Johansen at (212) 819-8509 of White & Case LLP with any questions or comments regarding this letter.

Sincerely,

 /s/ David Johansen

cc:
 David Krant, Chief Financial Officer

Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

CORRESP
1
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CORRESP

 August 6, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Energy and Transportation

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-4

File Nos. 333-253365,
333-253365-01

 Dear Mr. Dougherty:

Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. hereby withdraw the request for acceleration
of the effectiveness of the above referenced joint Registration Statement on Form F-4 (File Nos. 333-253365, 333-253365-01), as amended, filed on August 4, 2021.

 Please contact David
Johansen at (212) 819-8509 of White & Case LLP, with any questions you may have.

BROOKFIELD INFRASTRUCTURE CORPORATION

    By:

/s/ David Krant

 Name:  David Krant

 Title:   Chief Financial Officer

 BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,

  by its general partner,

 BROOKFIELD INFRASTRUCTURE
PARTNERS LIMITED

    By:

/s/ Jane Sheere

 Name:  Jane Sheere

 Title:   Secretary

CORRESP
1
filename1.htm

CORRESP

 August 4, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Energy and Transportation

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-4

File Nos. 333-253365,
333-253365-01

 Dear Mr. Dougherty:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Brookfield Infrastructure Corporation and
Brookfield Infrastructure Partners L.P. (the “Registrants”) hereby request acceleration of the effectiveness of the above referenced joint Registration Statement on Form F-4 (File Nos. 333-253365, 333-253365-01), as amended (the “Registration Statement”), to August 6, 2021 at 4:00p.m., Eastern Time, or
as soon as practicable thereafter.

 Please contact David Johansen at
(212) 819-8509 of White & Case LLP, with any questions you may have concerning this request. In addition, please notify Mr. Johansen when this request for acceleration has been granted.

BROOKFIELD INFRASTRUCTURE CORPORATION

        By:

/s/ Michael Ryan

 Name:   Michael Ryan

 Title:   Secretary

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,

    by its general partner,

BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

        By:

/s/ Jane Sheere

 Name:   Jane Sheere

 Title:   Secretary

CORRESP
1
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CORRESP

 [BROOKFIELD LETTERHEAD]

August 4, 2021

 VIA EDGAR

Division of Corporation Finance

 Office of Energy and
Transportation

 U.S. Securities and Exchange Commission

 100
F Street, N.E.

 Washington, D.C. 20549

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-4

File Nos. 333-253365,
333-253365-01

 Dear Mr. Dougherty:

Pursuant to the provisions of Rule 437 (“Rule 437”) promulgated under the Securities Act of 1933 (the “Securities
Act”), Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. (the “Registrants”) are making an application to dispense with the written consent of Ernst & Young LLP (“E&Y”), the
independent auditors of Inter Pipeline Ltd. (the “Company”), to the incorporation by reference in Amendment No. 6 to the Registrants’ registration statement on Form F-4 (Registration Nos. 333-253365 and 253365-01) (the “Registration Statement”) of E&Y’s consent to including the report of E&Y dated February 18, 2021 covering the
financial statements of the Company included in the Registration Statement and to the inclusion of a reference to E&Y under the heading “Interests of Experts” in the prospectus/offer to exchange forming a part of the Registration
Statement, pursuant to Section 7 of the Securities Act (the “Consent”).

 In support of this application, attached to this
letter is an affidavit signed by David Krant, Managing Director, Chief Financial Officer of Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners Limited, Brookfield Infrastructure Partners L.P.’s general partner,
attesting to the Registrants’ requests to obtain from the Company the Consent required to be included in the Registration Statement.

The Registrants filed the Registration Statement in connection with their unsolicited exchange offer for all of the outstanding shares of the
Company’s common stock. As disclosed in the Registration Statement, on June 1, 2021, the Company announced that it had entered into an arrangement agreement (the “Arrangement Agreement”) with Pembina Pipeline Corporation
(“Pembina”), a competing party, pursuant to which Pembina would acquire all of the outstanding common shares of the Company in an all-share deal (the “Alternative Transaction”) in exchange
for common shares of Pembina. Following the Registrants increasing their offer to exchange all of the outstanding shares of the Company’s common stock, on July 26, 2021, the Company announced that it had advised Pembina that the
Company’s board would not be reconfirming its recommendation that its shareholders vote in favor of the Alternative Transaction. As a result, Pembina terminated the Arrangement Agreement effective July 25, 2021 and on July 27, 2021,
the Company announced that the Company’s board recommended acceptance (the “Recommendation”) of the Registrants’ offer, as revised. However, the Registrants’ offer remains unsolicited and the Company has not entered into any
agreement with the Registrants.

 Although the Registration Statement incorporates certain of the Company’s historical financial
statements, the Registrants have been unable to obtain the Consent from the Company. The Registrants have made repeated requests to E&Y and to the Company for its assistance in obtaining the Consent both prior to, and following, the
Recommendation. E&Y confirmed receipt of the requests and noted they would only be able to assist to the extent the Company directs them to. To date, the Registrants have received no response from the Company. Given the Company’s refusal to
even acknowledge its receipt of these requests, the Registrants are confident that any further requests will be met with the same result.

In light of the Company’s failure to respond to the Registrants’ written requests to the Company to obtain the Consent and the
likely futility of waiting for a response to such requests, the Registrants submit that obtaining the requisite consent is impracticable and hereby ask that this application to dispense in accordance with Rule 437 be granted immediately.

 The Registrants acknowledge that they are aware of their responsibilities under the
Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the issuance of the securities specified in the Registration Statement.

Very truly yours,

BROOKFIELD INFRASTRUCTURE CORPORATION

By:

/s/ Michael Ryan

Name:

Michael Ryan

Title:

Secretary

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
by its general partner,
BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

By:

/s/ Jane Sheere

Name:

Jane Sheere

Title:

Secretary

 AFFIDAVIT OF DAVID KRANT

I, David Krant, being duly sworn, deposes and says:

1.
 I am the Managing Director, Chief Financial Officer of Brookfield Infrastructure Corporation and Brookfield
Infrastructure Partners Limited, Brookfield Infrastructure Partners L.P.’s general partner (the “Registrants”). I submit this Affidavit in connection with the Registrants’ application pursuant to the provisions of Rule 437
promulgated under the Securities Act of 1933 (the “Securities Act”) and hereby attest that the information set forth herein and in the foregoing letter is true, accurate and correct.

2.
 On June 3, 2021, I sent a letter to Inter Pipeline Ltd (the “Company”) and the Company’s
independent auditors, Ernst & Young LLP (“E&Y”), requesting that the Company deliver to the Registrants:

(a)
 An executed consent of E&Y to including in Amendment No. 2 to the Registrants’ registration
statement on Form F-4 (Registration Nos. 333-253365 and 253365-01) (the “Registration Statement”) the report of E&Y
dated February 18, 2021 covering the financial statements of the Company included in the Registration Statement; and

(b)
 An executed consent of E&Y to the inclusion of a reference to E&Y, under the heading “Interests of
Experts” in the prospectus/offer to exchange forming a part of the Registration Statement.

3.
 On July 30, 2021, I sent a letter to the Company and E&Y, requesting that the Company deliver to the
Registrants:

(a)
 An executed consent of E&Y to including in Amendment No. 6 to the Registration Statement the report of
E&Y dated February 18, 2021 covering the financial statements of the Company included in the Registration Statement; and

(b)
 An executed consent of E&Y to the inclusion of a reference to E&Y, under the heading “Interests of
Experts” in the prospectus/offer to exchange forming a part of the Registration Statement.

4.
 To the best of my knowledge, as of the date of this Affidavit, the Registrants have not received a response
from the Company to the June 3, 2021 or July 30, 2021 letters.

 IN WITNESS WHEREOF, I have executed this
instrument as of the 4th day of August, 2021.

/s/ David Krant

David Krant

 Sworn to and Subscribed

 before me this
4th day of August, 2021

/s/ Ching-Che Lin

[NOTARY SEAL]

CORRESP
1
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CORRESP

 August 4, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Energy and Transportation

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-4

File Nos. 333-253365,
333-253365-01

 Dear Mr. Dougherty:

Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. hereby withdraw the request for acceleration
of the effectiveness of the above referenced joint Registration Statement on Form F-4 (File Nos. 333-253365, 333-253365-01), as amended, filed on August 3, 2021.

 Please contact David
Johansen at (212) 819-8509 of White & Case LLP, with any questions you may have.

BROOKFIELD INFRASTRUCTURE CORPORATION

    By:

/s/ David Krant

 Name:  David Krant

 Title:   Chief Financial Officer

 BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,

  by its general partner,

 BROOKFIELD INFRASTRUCTURE
PARTNERS LIMITED

    By:

/s/ Jane Sheere

 Name:  Jane Sheere

 Title:   Secretary

CORRESP
1
filename1.htm

CORRESP

 August 3, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Energy and Transportation

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-4

File Nos. 333-253365,
333-253365-01

 Dear Mr. Dougherty:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Brookfield Infrastructure Corporation and
Brookfield Infrastructure Partners L.P. (the “Registrants”) hereby request acceleration of the effectiveness of the above referenced joint Registration Statement on Form F-4 (File Nos. 333-253365, 333-253365-01), as amended (the “Registration Statement”), to August 4, 2021 at 5:00p.m., Eastern Time, or
as soon as practicable thereafter.

 Please contact David Johansen at
(212) 819-8509 of White & Case LLP, with any questions you may have concerning this request. In addition, please notify Mr. Johansen when this request for acceleration has been granted.

BROOKFIELD INFRASTRUCTURE CORPORATION

        By:

/s/ Michael Ryan

 Name:   Michael Ryan

 Title:   Secretary

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,

    by its general partner,

BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

        By:

/s/ Jane Sheere

 Name:   Jane Sheere

 Title:   Secretary

CORRESP
1
filename1.htm

CORRESP

 August 3, 2021

 VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Energy &
Transportation

 100 F Street, NE

 Washington, D.C.
20549

 Attn: Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

Amendments No. 4 and No. 5 to Registration Statement on Form F-4

Filed July 15, 2021 and July 21, 2021

File Nos. 333-253365 and
333-253365-01

 Dear Mr. Dougherty:

We are submitting this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and
Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”) in response to comments from the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) set forth in its letter, dated July 30, 2021, relating to Amendment No. 5 to the Registration Statement on Form
F-4 (Registration Nos. 333-253365 and 333-253365-01) of the Registrants filed with the
Commission on July 21, 2021 (the “Registration Statement”). Amendment No. 6 to the Registration Statement is being filed concurrently herewith. In addition to addressing the comments raised by the Staff in its letter, the
Registrants have revised the Registration Statement to update other disclosures.

 We have set forth below the comments of
the Staff in bold and the Registrants’ responses thereto. Capitalized terms used but not defined herein have the meanings given to such terms in the Registration Statement

Amendment No. 5 to the Form F-4

General

1.
 We note your disclosure on page A-6 that the partnership has not
received a consent to use the audit report in respect of Inter Pipeline Ltd.’s annual financial statements as at and for the year ended December 31, 2020. However, we note that on July 27, 2021 Inter Pipeline announced that its board
of directors recommended acceptance of the revised takeover offer filed on July 19, 2021 from an affiliate of Brookfield Infrastructure Partners L.P. Accordingly, please revise to provide the audit consent to use the audit report in respect of
IPL’s annual financial statements as at and for the year ended December 31, 2020, or explain why you continue to be hindered in your efforts to obtain a consent. In your written response, describe the steps you have taken to obtain the
audit consent. Refer to Item 601(b)(23) of Regulation S-K and Rule 409 under the Securities Act of 1933.

 Securities and Exchange Commission

August 3, 2021

 Response: The Registrants respectfully acknowledge the Staff’s
comment and advise the Staff that the Registrants have requested, following the July 27, 2021 IPL Board’s recommendation, the consent of IPL’s independent auditors to include their audit report in respect of IPL’s annual
financial statements as at and for the year ended December 31, 2020 in the Registration Statement and have not, as of the date hereof, received such consent from IPL’s independent auditors. If the Registrants receive such consent, the
Registrants will promptly file it as an exhibit to the Registration Statement.

2.
 Your filing continues to disclose an “Alternative Transaction” and notes that one of the
conditions to your offer, is that IPL does not agree to the alternative offer. You further state that your offer is a superior offer as compared to the alternative transaction. Please update your disclosures throughout in regards to the Alternative
Transaction.

 Response: The Registrants respectfully acknowledge the Staff’s comment and
advise the Staff that the Registrants have updated the disclosures throughout the filing to address the Staff’s comment.

 * * *

Please do not hesitate to contact David Johansen at (212) 819-8509 of White & Case LLP with
any questions or comments regarding this letter.

 Sincerely,

/s/ David Johansen

cc:
 David Krant, Chief Financial Officer

Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

 2

United States securities and exchange commission logo
July 30, 2021
Michael Ryan
Company Secretary
Brookfield Infrastructure Corp
50 Vesey Street, 15th Floor
New York, NY 10281-1023
Re:Brookfield Infrastructure Corp. and and Brookfield Infrastructure Partners
L.P.
Amendments No. 4 and No. 5 to Registration statement on Form F-4
Filed July 15, 2021 and July 21, 2021
File No. 333-253365
Dear Mr. Ryan:
            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.
Amendment No. 5 to Form F-4
General
1.We note your disclosure on page A-6 that the partnership has not received a consent to use
the audit report in respect of Inter Pipeline Ltd.’s annual financial statements as at and for
the year ended December 31, 2020. However, we note that on July 27, 2021 Inter
Pipeline announced that its board of directors recommended acceptance of the revised
takeover offer filed on July 19, 2021 from an affiliate of Brookfield Infrastructure Partners
L.P.  Accordingly, please revise to provide the audit consent to use the audit report in
respect of IPL’s annual financial statements as at and for the year ended December 31,
2020, or explain why you continue to be hindered in your efforts to obtain a consent. In
your written response, describe the steps you have taken to obtain the audit consent. Refer

 FirstName LastNameMichael Ryan
 Comapany NameBrookfield Infrastructure Corp
 July 30, 2021 Page 2
 FirstName LastName
Michael Ryan
Brookfield Infrastructure Corp
July 30, 2021
Page 2
to Item 601(b)(23) of Regulation S-K and Rule 409 under the Securities Act of 1933.
2.Your filing continues to disclose an "Alternative Transaction" and notes that one of the
conditions to your offer, is that IPL does not agree to the alternative offer.  You further
state that your offer is a superior offer as compared to the alternative transaction.  Please
update your disclosures throughout in regards to the Alternative Transaction.
            Please contact Kevin Dougherty, Staff Attorney, at (202) 551-3271 or Loan Lauren
Nguyen, Legal Branch Chief at (202) 551-3642 with any questions regarding our comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Elodie Gal

CORRESP
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CORRESP

 July 13, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Energy and Transportation

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention: Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-4

File Nos. 333-253365,
333-253365-01

 Dear Mr. Dougherty:

Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. hereby withdraw the request for acceleration
of the effectiveness of the above referenced joint Registration Statement on Form F-4 (File Nos. 333-253365, 333-253365-01), as amended, filed on July 9, 2021.

 Please contact David
Johansen at (212) 819-8509 of White & Case LLP, with any questions you may have.

BROOKFIELD INFRASTRUCTURE CORPORATION

    By:

/s/ David Krant

 Name:  David Krant

 Title:   Chief Financial Officer

 BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,

  by its general partner,

 BROOKFIELD INFRASTRUCTURE
PARTNERS LIMITED

    By:

/s/ Jane Sheere

 Name:  Jane Sheere

 Title:   Secretary

CORRESP
1
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CORRESP

 July 9, 2021

VIA EDGAR

 Division of Corporation Finance

Office of Energy and Transportation

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:    Kevin Dougherty

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-4

File Nos. 333-253365,
333-253365-01

 Dear Mr. Dougherty:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Brookfield Infrastructure Corporation and
Brookfield Infrastructure Partners L.P. (the “Registrants”) hereby request acceleration of the effectiveness of the above referenced joint Registration Statement on Form F-4 (File Nos. 333-253365, 333-253365-01), as amended (the “Registration Statement”), to July 13, 2021 at 5:00p.m., Eastern Time, or as
soon as practicable thereafter.

 Please contact David Johansen at
(212) 819-8509 of White & Case LLP, with any questions you may have concerning this request. In addition, please notify Mr. Johansen when this request for acceleration has been granted.

BROOKFIELD INFRASTRUCTURE CORPORATION

        By:

/s/ Michael Ryan

 Name:   Michael Ryan

 Title:   Secretary

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.,

    by its general partner,

BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

        By:

/s/ Jane Sheere

 Name:   Jane Sheere

 Title:   Secretary

CORRESP
1
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CORRESP

 May 19, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F Street NE

 Washington, D.C. 20549

Attn:
 Christina Chalk, Senior Special Counsel

Re:
 Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

 Registration Statement on Form F-4

Filed February 22, 2021

File No. 333-253365

Dear Ms. Chalk:

On behalf of our clients, Brookfield Infrastructure Corporation, a corporation existing under the laws of the Province of
British Columbia, Canada (“BIPC”), and Brookfield Infrastructure Partners L.P., an exempted limited partnership organized under the laws of the Islands of Bermuda (“BIP” and together with BIPC, the “Companies”), and in
response to the follow-up request for supplemental information from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the
“Commission”) received during our phone calls with the Staff on April 12, 2021 and May 5, 2021, we submit this letter containing the Companies’ supplemental response. The follow-up
request was with respect to our response letter dated April 1, 2021 and related Amendment No. 1 to the above-referenced registration statement on Form F-4 filed on February 22, 2021 (the
“Registration Statement”, as amended, the “Amended Registration Statement”), relating to the Staff’s letter dated March 10, 2021 with respect to the Registration Statement, and it sought a description of how the
multiple “take-up dates” for tendered Common Shares and Offer extension function and comply with the relevant U.S. tender offer rules. The Companies have provided such description below, which
includes compliance with the requirements imposed by the relevant U.S. tender offer rules, other than those for which an exemption is provided for an offer qualifying for the Tier II cross-border exemption set forth in Rule 14d-1(d) under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Capitalized terms used but not defined herein have the meanings set forth in the Amended Registration Statement.

 In response to the Staff’s request, the Companies intend to revise the disclosure in the Amended Registration
Statement to reflect that (i) following the take up of Common Shares tendered pursuant to the Offer, the Companies will only extend the period during which Common Shares may be deposited under the Offer for one mandatory extension period which
will function as a subsequent offering period complying with the provisions of Rule 14d-11(a)-(f) and (ii) with respect to the capped cash/stock election feature, separately during each of the initial
offering period and mandatory extension period, the Companies will offset elections of tendering IPL shareholders against one another, subject to proration, so that elections are satisfied to the greatest extent possible and prorated to the extent
that they cannot be satisfied in full as permitted pursuant to Rule 14d-1(d)(2)(viii) for offers qualifying for the Tier II cross-border exemption.

 United States Securities and Exchange Commission

May 19, 2021

Valid elections under the capped cash/stock election feature received during the initial offer period will be offset against
each other in one off-setting pool for the purposes of determining the nominal amount of cash and shares available to meet such elections, which will be settled on a single settlement date promptly following
the conclusion of the initial offering period.

 Because the mandatory extension period extends beyond three business days
(the minimum requirement under Canadian securities Laws being 10 calendar days), there will be multiple settlement dates on which the Companies will settle the consideration for Common Shares tendered in the mandatory extension period. As a result,
each election received during the mandatory extension period will be off-set against all other such elections settled on the same settlement date in one off-setting pool
for the purposes of determining the nominal amount of cash and shares available to meet such elections. Accordingly, all cash/stock calculations in respect of IPL shareholders who tender Common Shares during the mandatory extension period will be
made by reference to the number of valid acceptances and elections the Companies receive that are to be settled on each settlement date. As a result, IPL shareholders who tender their Common Shares during the mandatory extension period and elect for
more cash or more shares under the capped cash/stock election feature may receive a different proportion of their preferred consideration than those who accept during the initial offer period or those who accept earlier or later during the mandatory
extension period for which settlement occurs on a different settlement date.

 Additionally, the Companies supplementally
advises the Staff that they will disclose this change in an upcoming press release it issues relating to the terms of the Offer.

The Companies confirm that they are relying on the Tier II exemption set forth in Rule
14d-1(d) and summarize below the basis upon which they believe they satisfy the conditions for reliance thereon:

(a)    Rule 14d-1(d)(1)(i) and Rule
14d-1(d)(1)(ii). The Companies believe that the conditions set forth in Rule 14d-1(d)(1)(i) and Rule 14d-1(d)(1)(ii) are
satisfied because, to the knowledge of the Companies, IPL is not an investment company or required to be registered under the Investment Company Act of 1940, as amended, and, as described below, the Companies have determined, in accordance with
Instruction 3 to Rule 14d-1(c) and (d), that the conditions permitting the Companies to presume that IPL is a foreign private issuer as defined in Rule 3b-4 and that
U.S. holders do not hold more than 40 percent of the class of securities sought in the Offer are satisfied:

•

 Neither of the Companies is an affiliate of IPL.

•

 The Offer to which the Amended Registration Statement relates is unsolicited and has not been made pursuant to
an agreement with IPL. The Companies reviewed data available through Bloomberg LP with respect to (i) the average daily trading volume of the Common Shares in the U.S. in the OTC market and (ii) the worldwide average daily trading volume
of the Common Shares, in each case over the period from February 21, 2020 to February 22, 2021 (the date of the public announcement of the Offer). According to this data, the average daily trading volume for the Common Shares in the U.S.
over this period was 3,234,445 and the worldwide average daily trading volume for the Common Shares over the same period was 1,045,736,817. Based on this data, the average daily trading volume in the U.S. for the Common Shares over this period as a
percentage of the worldwide average daily trading volume for the Common Shares over the same period was 0.3%.

 United States Securities and Exchange Commission

May 19, 2021

•

 The Companies reviewed IPL’s Annual Information Form for its financial year ended December 31, 2020,
the most recent annual information form filed by IPL with the Canadian securities regulatory authorities, and found no statement therein indicating that U.S. holders hold more than 40 percent of the outstanding Common Shares.

•

 Prior to the announcement date, the Companies did not know, and did not have reasons to know, that the level
of U.S. ownership exceeded 40 percent of the outstanding Common Shares. In this regard, the Companies reviewed the public filings of IPL with the Canadian securities regulatory authorities and found no statement in such public filings
suggesting that U.S. holders held more than 40 percent of the outstanding Common Shares.

(b)    Rule 14d-1(d)(1)(iii). Rule
14d-1(d)(1)(iii) requires that the Companies comply with all applicable U.S. tender offer laws and regulations, other than those for which an exemption has been provided for in Rule 14d-1(d)(2). The Companies believe that they have so complied.

 * * *

Please do not hesitate to contact David Johansen at (212) 819-8509 of White &
Case LLP with any questions or comments regarding this letter.

 Best regards,

/s/ David Johansen

 David Johansen

cc:
 Brian Baker, Brookfield Asset Management

Albert Lin, Brookfield Asset Management

Robert J. Richardson, McCarthy Tétrault LLP

CORRESP
1
filename1.htm

CORRESP

April 30, 2021

VIA EDGAR

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Mergers and Acquisitions

 100 F Street
NE

 Washington, D.C. 20549

Attn:   Christina Chalk, Senior Special Counsel

 Re:   Brookfield
Infrastructure Corporation and Brookfield Infrastructure

 Partners L.P.

Registration Statement on Form F-4

Filed February 22, 2021

File No. 333-253365

 Dear Ms. Chalk:

 On behalf of our clients, Brookfield Infrastructure
Corporation, a corporation existing under the laws of the Province of British Columbia, Canada (“BIPC”), and Brookfield Infrastructure Partners L.P., a Bermuda limited partnership (“BIP” and together with BIPC, the
“Companies”), and in response to the follow-up request for supplemental information from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and
Exchange Commission (the “Commission”) received during the our phone call with the Staff on April 12, 2021, we submit this letter containing the Companies’ supplemental response. The
follow-up request was with respect to our response letter dated April 1, 2021 and related Amendment No.1 to the above-referenced registration statement on Form F-4
submitted on February 22, 2021 (the “Registration Statement”, as amended the “Amended Registration Statement”), relating to the Staff’s letter dated March 10, 2021 with respect to the Registration Statement, and it
sought a description of how the Companies comply with Rule 162(a) under the Securities Act of 1933, as amended (the “Securities Act”). The Companies have provided such description below, which includes compliance with Rule 14d-1(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in accordance with the Multi-Jurisdictional Disclosure System. Capitalized terms used but not defined herein have the
meanings set forth in the Amended Registration Statement.

Pursuant to Rule 162(a) under the Securities Act, the Companies may commence the Offer before the Registration Statement is
declared effective by the Commission, provided no Common Shares are purchased prior to effectiveness and the Offer has expired in accordance with the tender offer rules and the Companies comply with either of the conditions described in Rule
162(a)(1) or Rule 162(a)(2).

 United States Securities and Exchange Commission

April 30, 2021

 Pursuant to Rule 162(a)(1) under the Securities Act, the Offer would be
subject to Rule 14d-1 to Rule 14d-11 of the Exchange Act. Under Rule 14d-1(b), the Companies would be deemed to comply with the
requirements imposed by sections 14(d)(1) through 14(d)(7) of the Securities Act and Regulation 14D under the Exchange Act with respect to the Offer for the Common Shares of Inter Pipeline Ltd. (“IPL”), a foreign private issuer formed
under the Business Corporations Act (Alberta) not required to be registered under the Investment Company Act of 1940, as amended, if less than 40 percent of the outstanding Common Shares of IPL is held by U.S. holders and the Offer is subject
to, and complies with, applicable Canadian tender offer rules (and the Companies have not received any waivers or exemptions from applicable Canadian laws that would impair the ability of the Companies to make the Offer in compliance with Rule 14d-1(b)) and a Schedule 14D-1F is filed along with the Registration Statement.

Pursuant to Note 1 to Rule 14d-1(b), U.S. holders are presumed to hold less than
40 percent of the subject securities, unless (a) the aggregate trading volume of that class on national securities exchanges in the United States and on NASDAQ exceeded its aggregate trading volume on securities exchanges in Canada and on
the Canadian Dealing Network, Inc. (“CDN”) over the 12 calendar month period prior to commencement of the offer (based on volume figures published by such exchanges, NASDAQ and CDN), (b) the most recent annual report or annual information
form filed or submitted by the issuer with securities regulators of Ontario, Quebec, British Columbia or Alberta (or, if the issuer is not a reporting issuer in any of such provinces, with any other Canadian securities regulator) or with the
Commission indicates that U.S. holders hold 40 percent or more of the outstanding subject class of securities, or (c) the bidder has actual knowledge that the level of U.S. ownership equals or exceeds 40 percent of such securities.

 With respect to the foregoing condition (a), IPL’s Common Shares are traded on the Toronto Stock Exchange (the
“TSX”). The relevant measurement period for calculating the trading volume is the period from February 1, 2020 through January 31, 2021. The trading volume data shows that the trading volume of the Common Shares in the United
States (representing 0.3% of the combined trading volume in the United States and on the TSX) did not exceed the trading volume on the TSX (representing the remaining 99.7%) during the relevant measurement period.

With respect to the foregoing condition (b), the most recent Annual Information Form filed by IPL in Canada does not indicate
that U.S. holders hold 40% or more of the outstanding Common Shares.

 With respect to the foregoing condition (c), the
Companies have no actual knowledge that the level of U.S. ownership equals or exceeds 40% of the Common Shares. In reaching its view as to the actual level of U.S. ownership, the Companies reviewed all filings under Canada’s early warning
system (the equivalent under Canadian law of the U.S. Schedule 13D regime) and (i) the list of registered shareholders of IPL showing the geographical breakdown of the registered shareholders of IPL and (ii) a U.S. geographic analysis
report from Broadridge dated February 23, 2021 providing a breakdown of U.S. beneficial ownership of the Common Shares of IPL, confirming that U.S. holders held less than 40% of the outstanding Common Shares as such data indicates that U.S.
holders hold approximately 14.5% of the outstanding Common Shares as of February 17, 2021.

 2

 United States Securities and Exchange Commission

April 30, 2021

 The Companies confirmed that the Offer is subject to, and complies with,
applicable Canadian tender offer rules and that the Companies have not received or applied for any waivers or exemptions from applicable Canadian laws that would impair the ability of the Companies to make the Offer in compliance with Rule 14d-1(b).

 In addition, the Companies intend to file a Schedule 14D-1F with the Commission. The Companies are eligible to file the Offer on a Schedule 14D-1F based on the fact that, as described above, U.S. holders owned less than 40% of Common Shares as of the relevant
measurement date.

 * * *

Please do not hesitate to contact David Johansen at (212) 819-8509 of White &
Case LLP with any questions or comments regarding this letter.

 Best regards,

/s/ David Johansen

 David Johansen

cc:
 Brian Baker, Brookfield Asset Management

Albert Lin, Brookfield Asset Management

Robert J. Richardson, McCarthy Tétrault LLP

 3

CORRESP
1
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CORRESP

 VIA EDGAR AND E-MAIL

April 14, 2021

 Division of Corporation Finance

Office of International Corporate Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-3

File Nos. 333-255051,
333-255051-01

 To Whom It May Concern:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. hereby respectfully request that the effectiveness of the above referenced
joint registration statement on Form F-3, File Nos. 333-255051 and 333-255051-01, as
amended, be accelerated by the Commission so that it may become effective at 4:00 P.M. Eastern Time on Friday, April 16, 2021 or as soon thereafter as practicable.

If the staff of the Commission has any questions, please contact Mile Kurta, Esq. of Torys LLP at (212)
880-6363 or mkurta@torys.com. In addition, it would be appreciated if, as soon as the joint registration statement is declared effective, you would so inform Mr. Kurta and then send written
confirmation to the addressees listed on the cover of the joint registration statement.

 [Signature Page Follows]

 Sincerely,

BROOKFIELD INFRASTRUCTURE CORPORATION

 By:

 /s/ Michael Ryan

 Name: Michael Ryan

 Title: Secretary

BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

 By:

 /s/ Jane Sheere

 Name: Jane Sheere

 Title: Secretary

United States securities and exchange commission logo
April 14, 2021
Michael Ryan
Secretary
Brookfield Infrastructure Corporation
250 Vesey Street, 15th Floor
New York, New York 10281-1023
Re:Brookfield Infrastructure Corporation
Brookfield Infrastructure Partners L.P.
Registration Statement on Form F-3
Filed April 6, 2021
File No. 333-255051
Dear Mr. Ryan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Kevin Dougherty at (202) 551-3271 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Mile T. Kurta

CORRESP
1
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CORRESP

 April 1, 2021

 VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Mergers and Acquisitions

100 F Street NE

 Washington, D.C.
20549

 Attn: Christina Chalk, Senior Special Counsel

Re:
 Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

 Registration Statement on Form F-4

Filed February 22, 2021

File No. 333-253365

Dear Ms. Chalk:

On behalf of our clients, Brookfield Infrastructure Corporation, a corporation existing under the laws of the Province of
British Columbia, Canada (“BIPC”), and Brookfield Infrastructure Partners L.P., a Bermuda limited partnership (“BIP” and together with BIPC, the “Companies”), we are writing to submit the Companies’ responses to
the comments of the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Staff”) with respect to the above-referenced registration statement on Form F-4 submitted on February 22,
2021 (the “Registration Statement”), contained in the Staff’s letter dated March 10, 2021 (the “Comment Letter”).

The Companies are filing via EDGAR Amendment No.1 to the Registration Statement (the “Amended Registration
Statement”), which reflects the Companies’ responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below in bold and is followed by the
Companies’ response. All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used but not defined herein have the meanings set forth in the Amended Registration
Statement.

 Form F-4 filed on February 22, 2021

Cover Page

1.
 Refer to the following language in the legend on the cover page of the prospectus: “The information
contained in this prospectus/offer to exchange is not complete…” This language is inappropriate, since you have chosen to commence this offer upon filing of your registration, as permitted by Rule 162. Please revise. Refer to Section E,
Q&A No. 2 in the Third Supplement to the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations (July 2001) available on our website at www.sec.gov for an example of how the “red herring”
legend should be modified in an exchange offer that commences early under Rule 162.

 United States Securities and Exchange Commission

April 1, 2021

 Response: The Companies will omit the referenced language and revise
the “red herring” legend appearing on the cover page of the prospectus, which will read as follows (bolded double strikethrough language will be deleted):

“The information contained in this prospectus/offer to exchange is not complete and may be
changed. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus/offer to exchange is not an offer to sell these securities, and no person is soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction where such offer, solicitation
or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.”

General

2.
 In order to rely on Rule 162 to commence this exchange offer early, you must provide withdrawal rights to
the same extent as would be required if this Offer were subject to the requirements of Regulation 14D. See Rule 162(a)(2). This includes the requirement to provide “back-end” withdrawal rights 60 days after commencement of the offer,
pursuant to Section 14(d)(5) of the Exchange Act. See footnote 281 on page 88 of Exchange Act Release 58597 (2008) (expanding the availability of “early commencement” for exchange offers not subject to Regulation 14D with certain
conditions). Rule 162(a)(2) also requires you to disseminate notice of material changes and keep the offer open for certain minimum periods after such notice (with withdrawal rights). Given these requirements for an early commencement offer, we are
unclear how you can include multiple “take-up dates” on which you would purchase tendered Common Shares while the Offer remains open. Please revise or advise.

Response: The Companies will revise the prospectus to comply with the requirement to provide “back-end”
withdrawal rights 60 days after the commencement of the offer pursuant to Section 14(d)(5) of the Exchange Act and to comply with the requirement to keep the offer open for certain minimum periods after a notice of material changes is
disseminated (with withdrawal rights) pursuant to Rule 162(a)(2), which will read as follows on pages 4-6, 12, 22, 32, 33 and 35 (bolded and underlined language will be added and bolded double strikethrough language will be deleted):

“How long do I have to decide whether to tender into the Offer and can that time be accelerated?

 The Offer is open for acceptance until the Expiry Time, which is 5:00 p.m. (Mountain Standard Time) on June 7,
2021, unless we extend, accelerate or withdraw the Offer in accordance with its terms. We will not amend the Offer to cause the Expiry Time to occur earlier than the later of 35 days or 20 U.S. Business Days (as defined in Rule
14d-1(g)(3) under the Exchange Act) following the date of the Offer. If the Statutory Minimum Condition is satisfied and the other conditions of the Offer are satisfied or waived such that we take up the Common Shares deposited under the
Offer, we will make a public announcement of the foregoing matters and extend the period during which Common Shares may be deposited and tendered to the Offer for a period of not less than 10 days after the date of such announcement. See
Section 5 of this prospectus/offer to exchange, “Extension, Variation or Change in the Offer”.

 2

 United States Securities and Exchange Commission

April 1, 2021

 The initial deposit period (as defined herein) under the Offer may be
shortened in the following circumstances, subject to a minimum deposit period of at least 35 days (or 20 U.S. Business Days, whichever is the later) from the date of the Offer: (i) if IPL issues a deposit period news release (as
defined herein) in respect of either the Offer or another offeror’s take-over bid that stipulates a deposit period of less than 105 days, we may vary the terms of the Offer to shorten the initial deposit period to at least the number of days
from the date of the Offer as stated in the deposit period news release; or (ii) if IPL issues a news release announcing that it has agreed to enter into, or determined to effect, an Alternative Transaction (as defined herein), we may vary the
terms of the Offer to shorten the initial deposit period to at least 35 days (or 20 U.S. Business Days, whichever is the later) from the date of the Offer. In either case, we We may vary the terms
of the Offer by shortening the initial deposit period to a shorter period consistent with applicable Law.”

““deposit period news release” means a news release issued by IPL in respect of a proposed or commenced
take-over bid for the Common Shares and stating an initial deposit period for the bid of not more than 105 days and not less than 35 days (or 20 U.S. Business Days, whichever is the later), expressed as a number of days from the date
of the bid.”

 “You may withdraw Common Shares you deposit under the Offer:

(a) at any time before the deposited Common Shares have been taken up by the Offeror under the Offer;

(b) if the deposited Common Shares have not been paid for by the Offeror within three business days after the Common Shares
have been taken up by the Offeror under the Offer; or

 (c) at any time before the expiration of 10
days U.S. Business Days (or a period otherwise consistent with applicable Law) from the date upon which either:

(i) a notice of change relating to a change which has occurred in the information contained in this prospectus/offer to
exchange, or any notice of change or notice of variation, in either case, that would reasonably be expected to affect the decision of a Shareholder to accept or reject the Offer (other than a change that is not within the control of the Offeror or
of an affiliate of the Offeror unless it is a change in a material fact relating to the BIPC Shares), in the event that such change occurs before the Expiry Time or after the Expiry Time but before the expiry of all rights of withdrawal in respect
of the Offer, or

 3

 United States Securities and Exchange Commission

April 1, 2021

 (ii) a notice of variation concerning a variation in the terms of the Offer
(other than a variation in the terms of the Offer consisting solely of an increase in the consideration offered for the Common Shares under the Offer and an extension of the time for deposit to not later than 10 days after the date of the notice of
variation or a variation in the terms of the Offer after the expiry of the initial deposit period consisting of either an increase in the consideration offered for the Common Shares or an extension of the time for deposit to not later than 10 days
from the date of the notice of variation),

 is mailed, delivered or otherwise properly communicated (subject to abridgement
of that period pursuant to such order or orders or other forms of relief as may be granted by applicable courts or Governmental Entities) and only if such deposited Common Shares have not been taken up by the Offeror at the date of the notice;
or

 (d) if the deposited Common Shares have not been taken up by the Offeror under the Offer or not otherwise
paid for or returned by the Offeror at any time after April 23, 2021, the date that is sixty (60) days from the date of this prospectus/offer to exchange, pursuant to Section 14(d)(5) under the Exchange
Act.”

 “If there is a notice of variation, the period during which Common Shares may
be deposited under the Offer must not expire before 10 days U.S. Business Days after the date of the notice of variation. If the Offeror is required to send a notice of variation before the expiry of the initial
deposit period, the initial deposit period for the Offer must not expire before 10 days U.S. Business Days after the date of the notice of variation, and the Offeror must not take up Common Shares deposited
under the Offer before 10 days U.S. Business Days after the date of the notice of variation. In addition, the Offeror will file a copy of such notice and will provide a copy of such notice in the manner required
by applicable Law as soon as practicable thereafter to IPL, the TSX and the Securities Regulatory Authorities, as applicable. Any notice of variation of the Offer will be deemed to have been given and to be effective on the day on which it is
delivered or otherwise communicated to the Depositary at its principal office in Toronto, Ontario.”

 “If the
Offeror is required to send a notice of change before the expiry of the initial deposit period, the initial deposit period for the Offer must not expire before 10 days U.S. Business Days after the date of the
notice of change, and the Offeror must not take up Common Shares deposited under the Offer before 10 days U.S. Business Days after the date of the notice of change. In addition, the Offeror will file a copy of
such notice and will provide a copy of such notice in the manner required by applicable Law as soon as practicable thereafter to IPL, the TSX and the Securities Regulatory Authorities, as applicable. Any notice of change in information will be
deemed to have been given and to be effective on the day on which it is delivered or otherwise communicated to the Depositary at its principal office in Toronto, Ontario.”

3.
 See our last comment above. Your revised prospectus disclosure should clarify the withdrawal rights in
this Offer, including those provided pursuant to Exchange Act Section 14(d)(5).

Response: The Companies will revise the prospectus as described in our response to comment 2 above.

 4

 United States Securities and Exchange Commission

April 1, 2021

4.
 To the extent that you intend an Offer extension to function as a subsequent offering period after a
“take up” of tendered Common Shares, please confirm that it will comply with all of the provisions of Rule 14d-11(a) – (f) and revise the disclosure to clarify this.

Response: The Companies do not expect to provide a subsequent offering period under Rule 14d-11 under the Exchange Act.

5.
 This Offer includes a cash/stock election feature with a cap on both forms of consideration, and
proration to the extent shareholder elections cannot be satisfied. Tendering shareholders’ elections will be offset against one another, so that they may be satisfied, to the greatest extent possible. However, the Offer materials are unclear as
to how offsets of cash or stock elections will work with multiple “take-ups” of tendered Common Shares. For example, if Common Shares are tendered during the “initial deposit period” versus during an extension period, it is
unclear what the offset pools would be in order to satisfy the elections of tendering holders. Please revise or advise.

Response: The mechanics for allocation of the consideration on any “take-up date” for tendered Common Shares
are described in detail on pages 20 to 21 of the prospectus. In summary, on any take-up date, the total amount of the Maximum Cash Consideration and Maximum Share Consideration available will be pro-rated based on the number of shares tendered and
taken-up on that take-up date. See the definitions of “Maximum Take-Up Date Cash Consideration” and “Maximum Take-Up Date Share Consideration” set forth in the prospectus. On each take-up date, the Maximum Take-Up Date Cash
Consideration and Maximum Take-Up Date Share Consideration (i.e. the pro-rated amounts of the Maximum Cash Consideration and Maximum Share Consideration, respectively) will be pro-rated among the shareholders whose Common Shares are taken-up on such
take-up date, in accordance with the elections made by such tendering shareholders.

 The mechanics described above are
required under Canadian law to ensure equal treatment of shareholders in a take-over bid as required by the Canadian take-over bid rules set forth in National Instrument 62-104 – Take-over Bids and Issuer Bids (“NI
62-104”), which require that all holders of the same class of securities be offered identical consideration or an identical choice of consideration (sections 2.23(1) and 2.23(2) of NI 62-104). By prorating the Maximum Cash Consideration and
Maximum Share Consideration available on each take-up date, the Offeror will ensure that the proportionate amount of Cash Consideration and Share Consideration is available to Shareholders whose Common Shares are taken-up on that date, thereby
ensuring such Shareholders have an identical choice of consideration as is available to Shareholders whose Common Shares are taken-up on a different take-up date.

6.
 Throughout the prospectus, you refer to the June 7, 2021 expiration date, but note that the Offer
period could be shortened. See for example, the disclosure in the first full paragraph on page 4. Changing the expiration date of a tender offer is itself a material change that would require prior notice to subject security holders (including
withdrawal rights); an offer period cannot be terminated immediately simply because all offer conditions have been satisfied. See however, the guidance in Section II.C.6 of Exchange Act Release 58597 (2008) permitting early termination subject
to certain conditions. Please revise or advise.

 5

 United States Securities and Exchange Commission

April 1, 2021

 Response: Under the Canadian take-over bid rules (section 2.28.2 of NI
62-104, the Offer period can only be shortened i

March 10, 2021

Via E -Mail
David Johansen ,
White & Case L.L.P.
1221 Avenue of the Americas
New York, New York 10020

Re: Brookfield Infrastructure Corp. and Brookfield Infrastructure Partners L.P.
  Registration Statement on Form F -4
Filed February 22 , 2021
File No. 333-253365

Dear Mr. Johansen :

The Office of Mergers and Acquisitions has conducted a limited review  of the filing
listed above for compliance with the tender offer rules.  Our comments follow .  All defined terms
have the same meaning as in the prospectus for this exchange offer .

Please respond to this letter by revis ing your filing, by providing the requested
infor mation, or by advising us when you will provide the requested response.   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 ame ndment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form F -4 filed February 22, 2021

Cover Page

1. Refer to the following language in the legend on the cover page of the prospectus:   “The
information contained in this prospectus/offer to exchange is not complete…” This
language is inappropriate, since you have chosen to commence this offer upon filing of
your registration, as permitted by Rule 162 . Please revise. Refer to  Section E, Q&A No. 2
in the Third Supplement to the Division of Corporation Finance’s Manual of Publicly
Available Telephone Interpretations ( July 2001 ) available on our website  at www.sec.gov
for an example of how the “red herring” legend should be modified in an exchange offer
that commences early under Rule 162.

David Johansen , Esq.
White & Case  L.L.P.
March 10, 2021
Page 2

General

2. In order to rely on Rule 162 to commence this exchange offer early, you must provide
withdrawal rights to the same extent as would be required if th is Offer were subject to the
requirements of Regulation 14D. See Rule 162(a)(2). This includes the requirement to
provide “back -end” withdrawal rights 60 days after commencement of the offer, pursuant
to Section 14(d)(5) of the Exchange Act. See footnote 281 o n page 88 of Exchange Act
Release 58597 (2008) (expanding the availability of “early commencement” for exchange
offers not subject to Regulation 14D with certain conditions). Rule 162(a)(2) also
requires you to disseminate notice of material changes and ke ep the offer open for certain
minimum periods after such notice (with withdrawal rights). Given these requirements
for an early commencement offer, we are unclear how you can include multiple “take -up
dates” on which you would purchase tendered Common Shar es while the Offer remains
open. Please revise or advise.

3. See our last comment above. Your revised prospectus disclosure should clarify the
withdrawal rights in this Offer, including those provided pursuant to Exchange Act
Section 14(d)(5).

4. To the extent that you intend an Offer extension to function as a subsequent offering
period  after a “take up” of tendered Common Shares , please confirm that it will comply
with all of the provisions of Rule 14d -11(a) – (f) and revise the disclosure to cla rify this.

5. This Offer includes a cash/stock election feature with a cap on both forms of
consideration, and proration  to the extent shareholder elections cannot be satisfied.
Tendering shareholders’ elections will be offset against one another , so that they may be
satisfied, to the greatest extent possible. However, t he Offer materials are unclear as to
how offsets of cash or stock elections will work with multiple “take -ups” of tendered
Common Shares. For example, if Common Shares are tendered  during the “initial deposit
period”  versus during an  extension period, it is unclear what the offset pools would be in
order to satisfy the elections of tendering holders. Please revise or advise.

6. Throughout the prospectus, you refer to the June 7, 202 1 expiration date, but note that the
Offer period could be shortened. See for example, the disclosure in the first full
paragraph on page 4. Changing the expiration date of a tender offer is itself a mate rial
change that  would require prior notice to subje ct security holders  (including withdrawal
rights) ; an offer period cannot be terminated immediately simply because all offer
conditions have been satisfied. See however, the guidance in Section II.C.6 of Exchange
Act Release 58597 (2008) permitting early t ermination subject to certain conditions.
Please revise or advise.

David Johansen , Esq.
White & Case  L.L.P.
March 10, 2021
Page 3

 7. Your disclosure states that even with a minimum tender condition above 50%, bidders’
ability to eliminate remaining target security holders remains uncertain below 90% .
Given this reality, which is considerably different than normal for a U.S. target , revise the
prospectus generally to describe your plans for the combined entity at levels below 90%
ownership, including where you are unable to “squeeze out” remaining target security
holders in a second -step acquisition.

Acceptance of the Offer, page iii

8. We note the language here that the Offeror  and its affiliates may make purchases of
Common Shares outside the Offer during the Offer period. Please advise how they may
do so, consistent with Rule 14e -5. We note that you have not checked the box on the
facing page of the registration statement to i ndicate you are relying on the cross -border
exemptions in connection with this Offer. If you believe you qualify for an exemption
from Rule 14e -5’s prohibition on purchases outside of a tender offer, please identify the
exemption claimed and describe the f acts supporting your reliance on it. In addition,
indicate in your response letter whether any such outside purchases have occurred to date.

Glossary, page 10

9. Revise the definition of “initial deposit period,” which is very unclear as worded . In
additio n to revising for clarity , your amended definition should confirm that this period
will extend for  at least 20 U.S. business days, as defined in Rule 14d -1(g)(3).

Conditions of the Offer , page 28

10. When an offer condition is judged in the “sole discretion” or “sole judgment” of the
bidders, the offer may be illusory and therefore in violation of Regu lation 14E. We do not
believe the language in the second to last paragraph of this section on page 32
ameliorates these concerns. Revise each Offer condition that  includes such a  standard.

11. Clarify what percentage of Common Shares must be tendered for the Minimum Tender
Condition to be satisfied (due to the percentage held by Offeror Group that  you include in
the percentage that  will make up the required 66 and 2/3%).

12. On page 31, clarify what you mean by a “limitation on prices for” securities on the TSX.

13. On page 31, clarify what would constitute an “extraordinary” change in the “financial,
banking or capital markets” for purposes of this condition. Quantify what would
constitute such a  change in the “major stock exchange indices” and specify the reference
dates for measuring such a change.

14. Condition (i)(v) refers to any material change in “currency exchange rates or a

David Johansen , Esq.
White & Case  L.L.P.
March 10, 2021
Page 4

 suspension or limitation on the markets therefor.” As worded, the c ondition appears to be
“triggered” by fluctuations in ANY world currency and the change is not quantified by
percentage or otherwise  tied to the target ’s or Offeror’s operations . Please revise to avoid
raising illusory offer concerns under Regula tion 14E.

15. Refer to the second sentence in the second to last paragraph in this section on page 32.
Revise the language in the parenthetical which refers to action  or inaction by the Offeror.
All Offer conditions must be outside the control of bidders.

16. Condition (i)(vi) refers to any international calamity involving the United States or
Canada, and condition (i)(vii) refers to any material worsening of a pre -existing calamity.
Revise to clarify how the COVID pandemic would be treated under these Offer
conditions.

17. Clarify what is meant by the following sentence on page 32: “Each of the foregoing
conditions is independent of and in addition to each other of such conditions and may be
asserted irrespective of whether any other of such conditions may be ass erted in
connection with any particular event, occurrence or state of facts or otherwise.”

18. The language in the second to last paragraph in th is section regarding the Offeror’s  ability
to assert any of the Offer conditions “at any time” and “from time to t ime” should be
revised to clarify that if an event “triggers” a listed Offer condition , the Offeror must
promptly waive the condition and proceed with the Offer, or assert it to terminate. It may
not wait until the end of the Offer period to do so, unless  permitted by the specific
language of the Offer condition itself.

Extension, Variation or Change in the Offer, page 32

19. See our comment above regarding your ability to “abridge” the length of the Offer.
Please clarify what you mean, and how you would do  so. We are aware that in some
jurisdictions, a bidder may terminate withdrawal rights and be gin purchasing tendered
shares immediately upon satisfaction or waiver of all offer conditions.  We believe that
may be inconsistent with your obligations under U.S . law for an early commencement
offer such as this one , where you are not relying on cross -border exemptions . Please
revise or advise.

Take -Up and Payment for Deposited Common Shares, page 34

20. See our comments above. Clarify how tendered Shares would be paid for during the
mandatory extension period (and the Optional Extension Period if there is one), and
whether this period would function as a subsequent offering period.

Withdrawal of Deposited Common Shares, page 35

David Johansen , Esq.
White & Case  L.L.P.
March 10, 2021
Page 5

21. See our comment above. Revise to n ote that you will additionally provide the withdrawal
rights required by Section 14(d)(5) of the Exchange Act.

22. See our last comment above. Discuss whether tendering holders will have withdrawal
rights pending receipt of any required regulatory approvals  needed to complete this Offer.

We remind you that the issuer  is responsible f or the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact me at (202) 551 -3263 with any questions about these comments.

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

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CORRESP

 VIA EDGAR AND E-MAIL

March 11, 2020

 Division of Corporation Finance

Office of International Corporate Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Brookfield Infrastructure Corporation

Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-1

File Nos. 333-233934,
333-233934-01

 To Whom It May Concern:

Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. hereby respectfully request that the effectiveness of the above referenced
joint registration statement on Form F-1, File Nos. 333-233934 and 333-233934-01, as
amended, be accelerated by the Commission so that it may become effective at 4 P.M. Eastern Time on Thursday, March 12, 2020 or as soon thereafter as practicable.

If the Staff of the Commission has any questions, please contact Mile Kurta, Esq. of Torys LLP at (212)
880-6363 or mkurta@torys.com.

 Sincerely,

BROOKFIELD INFRASTRUCTURE CORPORATION

By:

/s/ Michael Ryan

Name: Michael Ryan

Title: Secretary

 BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

By:

/s/ Jane Sheere

Name: Jane Sheere

Title: Secretary

 [Signature Page to the Acceleration Request]

CORRESP
1
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CORRESP

 VIA EDGAR AND E-MAIL

March 11, 2020

 Division of Corporation Finance

Office of International Corporate Finance

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
 Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-3

File No. 333-235653

To Whom It May Concern:

 Pursuant to
Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the “Commission”) promulgated under the Securities Act of 1933, as amended, Brookfield Infrastructure Partners L.P.
hereby respectfully requests that the effectiveness of the above referenced registration statement on Form F-3, File No. 333-235653, as amended, be accelerated by
the Commission so that it may become effective at 4 P.M. Eastern Time on Thursday, March 12, 2020 or as soon thereafter as practicable.

If the Staff of the Commission has any questions, please contact Mile Kurta, Esq. of Torys LLP at
(212) 880-6363 or mkurta@torys.com.

 Sincerely,

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

 by its general
partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

By:

/s/ Jane Sheere

 Name:   Jane Sheere

 Title:   Secretary

 [Signature Page to the Acceleration
Request]

CORRESP
1
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CORRESP

 1114 Avenue of the Americas

 23rd Floor
New
York, New York
10036.7703 USA

Tel   212.880.6000

Fax  212.682.0200

www.torys.com

March 10, 2020

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, DC 20549

Attention:
 Mara Ransom, Office Chief

 Jennifer López, Staff Attorney

 Jennifer Thompson, Branch Chief

 Robert Babula, Staff Accountant

Re:
 Brookfield Infrastructure Corp. and Brookfield Infrastructure Partners L.P.

 Registration Statement on Form F-1

 Initially Filed on September 25, 2019

 File Nos. 333-233934 and 333-233934-01

 Amendment No. 6 to Registration Statement on Form F-1

 Filed March 10, 2020

 Registration Statement on Form F-3

 Initially Filed December 20, 2019

 File No. 333-235653

 Amendment No. 2 to Registration Statement on Form F-3

 Filed March 10, 2020

Dear Ladies and Gentlemen:

 We are submitting
this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”)
in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received on March 6, 2020 relating to Amendment No. 5 to the Registration Statement on Form
F-1 (Registration Nos. 333-233934 and 333-233934-01) of the Registrants originally filed
with the Commission on September 25, 2019 (the “F-1 Registration Statement”) and the Registration Statement on Form F-3 (Registration No. 333-235653) (the “F-3 Registration Statement”). Amendment No. 6 to
the F-1 Registration Statement and Amendment No. 2 to the F-3 Registration Statement are being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s
comments are presented in bold italics. In addition to addressing the comments raised by the Staff in its letter, the Registrants have revised such registration statements to update other disclosures.

 Securities and Exchange Commission

March 10, 2020

  Page
 2

 Amendment No. 5 to Registration Statement on Form F-1
and Amendment No. 1 to Registration Statement on Form F-3

 Exhibit 3.1

1.
 We note that your exclusive forum provision identifies the Supreme Court of the Province of British
Columbia, Canada and the appellate courts as the exclusive forum for certain litigation, including any “derivative action.” Please disclose in the registration statement and exhibit whether this provision applies to actions arising under
the U.S. federal securities laws. If the provision applies to claims under the U.S. federal securities laws, please also revise your prospectus to state that investors cannot waive compliance with the federal securities laws and the rules and
regulations promulgated thereunder. In addition, please provide risk factor disclosure describing any risks to investors, including any uncertainty as to whether a court would enforce such provision, potential increased costs to bring a claim, and
that these provisions can discourage claims or limit shareholders ability to bring a claim in a judicial forum that they find favorable.

The Registrants advise the Staff that the forum selection provision has been removed from the proposed articles of incorporation of the
Company.

 Exhibit 5.1

2.
 Please have counsel remove the assumption on paragraph nine that “the Resolutions are in full force
and effect and have not been rescinded.” It is not appropriate for counsel to assume material facts underlying the opinion or any readily ascertainable facts. Please refer to Item II.B.3.a of Staff Legal Bulletin No. 19.

 In response to the Staff’s comment, a revised opinion of counsel that removes the aforementioned assumption
has been filed as an exhibit to each of the registration statements.

 *************************

 Securities and Exchange Commission

March 10, 2020

  Page
 3

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact the undersigned at (212) 880-6363.

Sincerely,

TORYS LLP

/s/ Mile T. Kurta

Mile T. Kurta

 cc:

 Bahir Manios, Chief
Financial Officer

 Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

March 6, 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. 5 to Registration Statement on Form F-1
Filed March 4, 2020
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.
Amendment No. 5 to Registration Statement on Form F-1
Exhibit 3.1
1.We note that your exclusive forum provision identifies the Supreme Court of the Province
of British Columbia, Canada and the appellate courts as the exclusive forum for certain
litigation, including any "derivative action."  Please disclose in the registration statement
and exhibit whether this provision applies to actions arising under the U.S. federal
securities laws.  If the provision applies to claims under the U.S. federal securities laws,
please also revise your prospectus to state that investors cannot waive compliance with the
federal securities laws and the rules and regulations promulgated thereunder.  In addition,
please provide risk factor disclosure describing any risks to investors, including any
uncertainty as to whether a court would enforce such provision, potential increased costs
to bring a claim, and that these provisions can discourage claims or limit

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 March 6, 2020 Page 2
 FirstName LastName
Bahir Manios
Brookfield Infrastructure Corporation
March 6, 2020
Page 2
shareholders ability to bring a claim in a judicial forum that they find favorable.
Exhibit 5.1
2.Please have counsel remove the assumption on paragraph nine that "the Resolutions are in
full force and effect and have not been rescinded." It is not appropriate for counsel to
assume material facts underlying the opinion or any readily ascertainable facts. Please
refer to Item II.B.3.a of Staff Legal Bulletin No. 19.
            Please contact Jennifer Lopez-Molina at 202-551-3792 or Mara Ransom at 202-551-
3264 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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CORRESP

1114 Avenue of the Americas
 23rd Floor

New York, New York

 10036.7703 USA

Tel    212.880.6000

Fax   212.682.0200

www.torys.com

 February 14, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:
 Mara Ransom, Office Chief

Jennifer López, Staff Attorney

Jennifer Thompson, Branch Chief

Robert Babula, Staff Accountant

Re:
 Brookfield Infrastructure Corp. and Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-1

Initially Filed on September 25, 2019

File Nos. 333-233934 and
333-233934-01

 Amendment No. 4 to Registration
Statement on Form F-1

 Filed February 14, 2020

Dear Ladies and Gentlemen:

 We are submitting
this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”) in
response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated February 10, 2020 relating to Amendment No. 3 to the
Registration Statement on Form F-1 (Registration Nos. 333-233934 and 333-233934-01) of
the Registrants originally filed with the Commission on September 25, 2019 (the “Registration Statement”). Amendment No. 4 to the Registration Statement (“Amendment No. 4”) is being
filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. In addition to addressing the comments raised by the Staff in its
letter, the Registrants have revised Amendment No. 4 to update other disclosures. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 4.

 Securities and Exchange Commission

February 14, 2020

 Page 2

 Amendment No. 3 to Registration on Form F-1

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Reconciliation of Non-IFRS Financial Measures, page 102

1.
 We note your disclosure on page 103 regarding limitations associated with your Non-GAAP measure proportionate debt. Based on your response to the last bullet point of comment 3, it appears that a limitation of the proportionate debt measure and of comparing this measure to your proportionate
Adjusted EBITDA measure is that if an individual project doesn’t generate sufficient cash flows to cover the entire amount of its debt payments, you may need to pay the shortfall between that project’s cash flows and that project’s
debt to avoid losing control over the project’s assets and cash flows, and such a shortfall may not be apparent from or may not equal the difference between aggregate proportionate Adjusted EBITDA for all of your portfolio businesses and
aggregate proportionate debt for all of your portfolio businesses. Please tell us how you determined this was not a limitation of your proportionate Non-GAAP measures that should be disclosed to your
investors.

 In response to the Staff’s comment, the Registrants have revised the disclosure on
page 102 of Amendment No. 4. to disclose the aforementioned limitation.

 Executive Compensation

Summary of Compensation, page 138

2.
 Please update your Executive Compensation Disclosures to include any compensation paid for the fiscal
year ended December 31, 2019. Refer to Item 6(b) of Form 20-F for guidance.

In response to the Staff’s comment, the Registrants have updated the Executive Compensation Disclosure in Amendment No. 4 to include
the compensation paid for the fiscal year ended December 31, 2019.

 Material United States Federal Income Tax Considerations, page 204

3.
 We note your response to comment 4 and the revised disclosure regarding the reasons why Torys LLP is not
rendering an opinion as to the “investment partnership” status, “because it depends on the highly factual determination that, for purposes of Section 731 of the U.S. Internal Revenue Code, neither the Partnership nor Holding LP
has been engaged in a trade or business since its date of formation.” However, the “investment partnership” status appears to be a material tax consequence that is necessary for counsel to opine on the
tax-free status of the special distribution of Class A shares.

Accordingly, please revise to include the “investment partnership” representation with the opinion of counsel. In this regard,
counsel may clearly describe the degree of and legal or factual reasons for the

 Securities and Exchange Commission

February 14, 2020

 Page 3

 uncertainty, but may not assume material tax consequences. Please refer to Sections III.C.3
and 4 of Staff Legal Bulletin 19.

 In response to the Staff’s comment, the Registrants have revised the disclosure on
pages 17 to 18, 30, and 204 of Amendment No. 4 to clarify that, based upon the U.S. Internal Revenue Code, Treasury Regulations, published revenue rulings, and court decisions, and certain factual statements and representations made by the
general partner of the Partnership and the Infrastructure Special LP as to the structure, activities, and assets of the Partnership and Holding LP from their respective dates of formation, Torys LLP is of the opinion that each of the partnership and
Holding LP should qualify as an “investment partnership” within the meaning of the U.S. Internal Revenue Code.

*************************

 Securities and Exchange Commission

February 14, 2020

 Page 4

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact the undersigned at (212) 880-6363.

 Sincerely,

TORYS LLP

/s/ Mile T. Kurta

Mile T. Kurta

cc:

 Bahir Manios, Chief Financial Officer

Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

February 10, 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. 3 to Registration Statement on Form F-1
Filed January 27, 2020
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 January 13, 2020 letter.
Amendment No. 3 to Registration on Form F-1
Management's Discussion and Analysis of Financial Condition and Results of Operations
Reconciliation of Non-IFRS Financial Measures, page 102
1.We note your disclosure on page 103 regarding limitations associated with your Non-
GAAP measure proportionate debt.  Based on your response to the last bullet point of
comment 3, it appears that a limitation of the proportionate debt measure and of
comparing this measure to your proportionate Adjusted EBITDA measure is that if an
individual project doesn't generate sufficient cash flows to cover the entire amount of its
debt payments, you may need to pay the shortfall between that project's cash flows and
that project's debt to avoid losing control over the project's assets and cash flows, and such
a shortfall may not be apparent from or may not equal the difference between aggregate

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 February 10, 2020 Page 2
 FirstName LastName
Bahir Manios
Brookfield Infrastructure Corporation
February 10, 2020
Page 2
proportionate Adjusted EBITDA for all of your portfolio businesses and aggregate
proportionate debt for all of your portfolio businesses.  Please tell us how you determined
this was not a limitation of your proportionate Non-GAAP measures that should be
disclosed to your investors.
Executive Compensation
Summary of Compensation , page 138
2.Please update your Executive Compensation Disclosures to include any compensation
paid for the fiscal year ended December 31, 2019. Refer to Item 6(b) of Form 20-F for
guidance.
Material United States Federal Income Tax Considerations, page 204
3.We note your response to comment 4 and the revised disclosure regarding the reasons
why Torys LLP is not rendering an opinion as to the "investment partnership" status,
"because it depends on the highly factual determination that, for purposes of Section 731
of the U.S. Internal Revenue Code, neither the Partnership nor Holding LP has been
engaged in a trade or business since its date of formation." However, the "investment
partnership" status appears to be a material tax consequence that is necessary for counsel
to opine on the tax-free status of the special distribution of Class A shares.
Accordingly,  please revise to include the "investment partnership" representation with the
opinion of counsel. In this regard, counsel may clearly describe the degree of and legal or
factual reasons for the uncertainty, but may not assume material tax consequences. Please
refer to Sections III.C.3 and 4 of Staff Legal Bulletin 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

CORRESP
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CORRESP

 1114 Avenue of the Americas

 23rd Floor

New York, New York

 10036.7703 USA

Tel    212.880.6000

Fax    212.682.0200

www.torys.com

 January 27, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:
 Mara Ransom, Office Chief

Jennifer López, Staff Attorney

Jennifer Thompson, Branch Chief

Robert Babula, Staff Accountant

Re:
 Brookfield Infrastructure Corp. and Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-1

Initially Filed on September 25, 2019

File Nos. 333-233934 and
333-233934-01

 Amendment No. 3 to Registration
Statement on Form F-1

 Filed January 27, 2020

Dear Ladies and Gentlemen:

 We are submitting
this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”) in
response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated January 13, 2020 relating to Amendment No. 2 to the
Registration Statement on Form F-1 (Registration Nos. 333-233934 and 333-233934-01) of
the Registrants originally filed with the Commission on September 25, 2019 (the “Registration Statement”). Amendment No. 3 to the Registration Statement (“Amendment No. 3”) is being
filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. In addition to addressing the comments raised by the Staff in its
letter, the Registrants have revised Amendment No. 3 to update other disclosures. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 3.

 Securities and Exchange Commission

January 27, 2020

 Page 2

 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.

The Registrants respectfully advise the Staff that the board of directors of the general partner of the Partnership will determine the final
distribution ratio before the Registrants will seek effectiveness of the Registration Statement and before the filing of the final prospectus related thereto. Therefore, the prospectus included in the Registrant Statement upon effectiveness and the
final prospectus filed shortly thereafter will reflect the final distribution ratio.

 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 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.

 The Registrants respectfully advise the Staff that they do not consider the agreements with the sole customer
to the Brazilian business to be material contracts within the meaning of Item 601(b)(10) of Regulation S-K such that it would warrant filing such agreements as exhibits to the Registration Statement.
Furthermore, the Registrants believe that the filing of such agreements will not provide any additional meaningful disclosure to investors.

As disclosed in the Registration Statement, the Partnership’s Brazilian business consists of a strategic infrastructure asset with over
2,000 kilometers of natural gas transportation pipelines in the highly populated Brazilian states of Rio de Janeiro, Sao Paulo and Minas Gerais that is contracted to one customer, an affiliate of Petroleo Brasileiro S.A.
(“Petrobras”), pursuant to five ordinary course long-term “ship-or-pay” gas transportation agreements (the “GTAs”). Pursuant
to the GTAs, the Partnership grants Petrobras exclusive use of the pipelines over the term of the GTAs in exchange for certain fixed payments that are consistent with standard tariff rates in Brazil.

Item 601(b)(10)(ii) of Regulation S-K provides, in pertinent part, that a contract that
“ordinarily accompanies the kind of business conducted by the registrant and its subsidiaries . . . will be deemed to have been made in the ordinary course of business and need not be filed unless it falls” within certain categories, one
of which includes contracts upon which the registrant’s business is “substantially dependent”.

 The Registrants believe it
is important to differentiate between a contract that a company is “substantially dependent” upon, and one which should only be considered a “significant contract.” There is no bright line test under Item 601(b)(10)(ii)(B)
to determine whether a company is substantially dependent on a particular contract or agreement. Although the Registrants believe that the determination of a significant contract can be based solely on the financial impact it may have on a
company’s business, to be considered substantially dependent the determination must include both qualitative and quantitative measurements. As such, the Registrants do not believe that they are substantially dependent upon the GTAs given the
nature of the arrangement with Petrobras.

 Securities and Exchange Commission

January 27, 2020

 Page 3

 The Registrants advise the Staff that the GTAs are ordinary course arrangements between suppliers
and transporters of natural gas in almost all jurisdictions. The contracted tariff rates paid (or to be paid) by Petrobras are also comparable to other such agreements in other parts of Brazil. Due to the nature of the infrastructure in the
Brazilian natural gas markets, the Registrants are not substantially dependent on the GTAs. The Partnership’s pipelines are a critical natural gas distribution network in Brazil, operating as a natural monopoly and linking natural gas supply to
key Brazilian markets, and any natural gas supplier wishing to transport natural gas to such Brazilian markets must use the Registrants’ natural gas transportation pipelines. The Registrants therefore believe that our current sole customer in
Brazil, or any competitor thereof, would be subject to the standard, highly regulated rates provided for by the GTAs even if such agreements were terminated.

The Registrants further note that the GTAs do not subject the Registrants to any volume or pricing risk as the agreements are indexed to the
Brazilian General Market Price Index and are regulated by Brazilian Petroleum, Natural Gas and Biofuels Agency, and as such the terms of the actual GTAs would not be material to investors.

Accordingly, the Registrants believe that the GTAs are the types of contracts that ordinarily accompany gas transportation arrangements in the
industry and the Registrants are not substantially dependent on them. The Registrants also believe that its current disclosure in the Registration Statement regarding the GTAs provides investors with the material terms of the arrangements, and
investors would not receive any additional information that would be material to their investment decision if the Registrants filed the agreements with the SEC. However, the Registrants undertake to periodically review how they disclose the material
terms of such agreements to ensure that the material information is being provided to investors.

 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.

In response to the Staff’s comment, the Registrants have revised the disclosure in the section entitled “Use of Non-IFRS Measures” of Amendment No. 3 to refer to proportionate debt and proportionate net debt as non-IFRS measures.

 Securities and Exchange Commission

January 27, 2020

 Page 4

•

 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.

In response to the Staff’s comment, the Registrants have revised the disclosure on pages 108 and 109 of Amendment No. 3.

•

 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.

 The
Registrants advise the Staff that management uses proportionate debt as a measure to evaluate the capital structure of the Company’s ownership portion of its non-wholly-owned controlled investments
through evaluating the proportionate leverage that the Company has within a given investee in relation to the Company’s share of invested equity for a non-wholly owned consolidated investment.
Specifically, as the Company’s debt is non-recourse in nature, repayment of debt is anticipated to be funded with funds from the assets of the underlying operation that is securing the given debt without
cross-collateralization or parental guarantees. Accordingly, the Company endeavors to structure non-recourse borrowings on an investment-grade basis, such that cash flows from the operations of the project are
sufficient to meet interest and principal repayments as they become due and the Company utilizes proportionate maturity values as a measure to evaluate the future liquidity requirements of the Company that are required to notionally leverage the
Company’s share of its investments.

 The Registrants have revised the disclosure on page 109 of Amendment No. 3 to explain
how management utilizes proportionate debt and proportionate net debt.

 Securities and Exchange Commission

January 27, 2020

 Page 5

•

 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.

The Registrants respectfully advise the Staff that the Company’s non-recourse borrowings in a
given project or investee do not provide for individual liability for a proportion of the project or investee debt based on each investor’s ownership percentage of the related project or investment.
Non-recourse borrowings are a liability of the project or investee as a whole and investors in the project or investee are not jointly and severally liable for such obligations, but are instead obligations of
the vehicle itself, typically a corporation.

 The Registrants however believe that proportionate debt presentation assists investors and
analysts in estimating the Company’s overall performance and understanding the Company’s share of results and leverage relating to its underlying investments, which have varying economic ownership interests. Specifically, when used in
conjunction with Adjusted EBITDA, the Registrants believe that proportionate debt provides useful information as to how the Company has financed its businesses at the asset-level. Consequently, the Registrants believe that the proportionate
presentation of debt represents a relevant and meaningful measure in order to ascertain the return on invested capital that accrue to our investors.

In response to the Staff’s comment, the Registrants have provided additional disclosure on page 103 of Amendment No. 3 to
explain the usefulness and limitations of relying on proportionate debt information as a non-IFRS measure.

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 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.

 Securities and Exchange Commission

January 27, 2020

 Page 6

 In response to the Staff’s comment, the Registrants have revised pages 207 and 213 of
Amendment No. 3 to clarify that Torys LLP is not rendering an opinion as to “investment partnership” status, because it depends on the highly factual determination that, for purposes of Section 731 of the U.S. Internal Revenue
Code, neither the Partnership nor Holding LP has been engaged in a trade or business since its date of formation in 2008. In addition, the Registrants have revised pages 16, 28, 207, and 213 of Amendment No. 3 to clarify that the general
partner is not rendering any opinion as to the tax-free status of the special distribution of class A shares to U.S. holders.

*************************

 Securities and Exchange Commission

January 27, 2020

 Page 7

 Should the Staff have additional questions or comments regarding the foregoing, please do not
hesitate to contact the undersigned at (212) 880-6363.

Sincerely,

TORYS LLP

/s/ Mile T. Kurta

Mile T. Kurta

 cc:

 Bahir Manios, Chief
Financial Officer

 Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

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

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 January 13, 2020 Page 2
 FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
January 13, 2020
Page 2
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

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 January 13, 2020 Page 3
 FirstName LastName
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

CORRESP
1
filename1.htm

CORRESP

 1114 Avenue of the Americas

23rd Floor

New York, New York

10036.7703 USA

Tel 212.880.6000

Fax 212.682.0200

www.torys.com

 December 20, 2019

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:
 Mara Ransom, Office Chief

Jennifer López, Staff Attorney

Jennifer Thompson, Branch Chief

Robert Babula, Staff Accountant

Re:
 Brookfield Infrastructure Corp. and Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-1

Filed September 25, 2019

File Nos. 333-233934 and
333-233934-01

 Amendment No. 2 to Registration
Statement on Form F-1

 Filed December 20, 2019

Dear Ladies and Gentlemen:

 We are submitting
this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”) in
response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated December 10, 2019 relating to Amendment No. 1
(“Amendment No. 1”) to the Registration Statement on Form F-1 (Registration Nos. 333-233934 and 333-233934-01) of the Registrants originally filed with the Commission on September 25, 2019 (the “Registration Statement”). Amendment No. 2 to the Registration Statement
(“Amendment No. 2”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics.
In addition to addressing the comments raised by the Staff in its letter, the Registrants have revised Amendment No. 2 to update other disclosures. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment
No. 2.

Securities and Exchange Commission

 December 20, 2019

Page 2

 Registration Statement on Form F-1/A filed on
November 13, 2019

 Questions and Answers Regarding the Special Distribution, page 3

1.
 We note your response to comment 2, however, we continue to believe that your references to
“identical” and “economic equivalent” are unclear. Specifically, please help us reconcile your statement that “the dividend level on the class A shares will be identical to the post-closing unit distribution level (emphasis
added),” which suggests that the dividend on class A shares will be 9/10ths of the pre-closing level of distributions for the Units, with your statement that “the result that the aggregate
distribution received by a holder on its units and class A shares will be the same as it would have received if the special distribution had not been made,” which suggests that the dividend on class A shares will be 1/10ths of the pre-closing level of distributions for the Units. Please revise to state, if true, the amount of distributions on one class A share and one unit in the aggregate after the Special Distribution will be identical
and/or the economic equivalent of the amount of distributions on one unit before the Special Distribution.

 The
Registrants respectfully advise the Staff that the disclosure appearing on page 3 of Amendment No. 1 (and repeated in other sections therein) is only meant to disclose the fact that the aggregate distributions to be paid on all units for the
distribution date immediately prior to the special distribution and the aggregate distributions/dividends to be paid on the units and class A shares on the distribution/dividend date immediately following the special distribution are intended to be
equal in the aggregate, even though (as a result of there being more securities of the group outstanding) the per unit/class A share distributions/dividends will be lower (although the same on a per unit/class A share basis).

For example, assuming a partnership unitholder owns 90 units prior to the special distribution, it would be entitled to receive an aggregate of
$45.225 in distributions (based on a quarterly distribution amount per unit of $0.5025) for the distribution period immediately prior to the special distribution. Based on the distribution ratio of one class A share for nine units, the unitholder is
expected to receive 10 class A shares and therefore immediately after the special distribution the holder would own 100 securities (90 units and 10 class A shares). The holder will still receive an aggregate distribution of $45.225 (assuming the
holder continues to own the 90 units and 10 class A shares), but that $45.225 would be divided among the 90 units it owns and the 10 class A shares it owns immediately after the special distribution. Therefore, while the aggregate distributions to
be received by the holder for the distribution period immediately after the special distribution would remain the same (i.e., $45.225), the per unit/per share amount would no longer be $0.5025 but rather $0.45225 per unit and $0.45225 per
class A share. Therefore, the distribution amount per unit/class A share will be identical (i.e., $0.45225), but on a per unit/class A share basis it will be reduced from the pre-closing level to take
into account that there are more securities outstanding (100 rather than 90, in the above example) that will be entitled to receive distributions. This effect on the quarterly distribution level mirrors what would happen in the event of a stock
split.

 Further, if in the example above the holder of the 10 class A shares exchanged its class A shares for units, the holder would
receive 10 units upon exchange and, when added to the

Securities and Exchange Commission

 December 20, 2019

Page 3

90 units it already owned, would now own 100 units (and zero class A shares). Therefore, the holder would now be entitled to receive $0.45225 on each unit for an aggregate distribution of
$45.225, the same amount it would have received if there had been no special distribution.

 In order to avoid any ambiguity, the
Registrants have made certain revisions and included a hypothetical example on pages 11 and 60 of Amendment No. 2 to clarify the disclosure.

Risk Factor, page 20

2.
 We note your response to comment 7. Please revise your disclosure to state, as you do in your response,
that “the cash amount payable in the event that cash is used to satisfy an exchange request will be equal to the NYSE closing price of one unit on the date that the request for exchange is received by the transfer agent. As a result, a decrease
in the value of the units after that date will not affect the amount of cash received.”

 In response to the
Staff’s comment, the Registrants have revised the disclosure starting on the page 34 of Amendment No. 2.

 The Special Distribution

 Transaction Agreements, page 51

3.
 We note your revised disclosure in response to comment 10. To provide additional context for investors,
please elaborate on how the “value of the businesses transferred and the anticipated value of a share of [y]our company” were determined. We also reissue our prior comment in-part, as we are unable
to identify the revised disclosure related to how the exchange ratio of 1:9 was determined. Please revise to include such information or tell us where the revised disclosure has been included.

The Registrants respectfully advise the Staff that the board of directors of the general partner of the Partnership will determine the actual
distribution ratio closer to the distribution date (i.e., the one-for-nine ratio is subject to change prior to the date on which the special distribution is
declared by the board of directors). The distribution ratio is intended to cause a proportionate split of the market capitalization of the Partnership between the units of the Partnership and the class A shares of the Company based on the value of
the businesses to be transferred to the Company relative to the Partnership’s market capitalization. The one-for-nine ratio disclosed in the initial filing of the
Registration Statement and Amendment No. 1 was determined using the current fair market value of the businesses to be transferred by the Partnership to the Company, the current number of the units outstanding (assuming exchange of the
redeemable partnership units of Holding LP), and the current market capitalization of the Partnership. This calculation will be confirmed (and may be changed, if considered appropriate) closer to the date of the special distribution. The fair market
value of the businesses to be transferred by the Partnership will be determined by the management of the Partnership using commonly accepted valuation methodologies and the value of the class A shares and the Partnership’s market capitalization
will be determined using the market price for the units, each as of the most recent practicable date. The ratio may be rounded to reduce the number of fractional interests that will be created, and the distribution will be made pro rata. The
Registrants have revised the disclosure on pages 14 and 61 of Amendment No. 2

Securities and Exchange Commission

 December 20, 2019

Page 4

to provide further detail of the general methodology that will be used in calculating the distribution ratio. The Registrants will include the final distribution ratio in the final prospectus.

 Material United States Federal Income Tax Considerations, page 191

4.
 We note your revised disclosure that the conclusions in this section represent the opinion of Torys LLP.
Please tell us if you intend to file such opinion, as it appears that you have not revised your Exhibit index. Please refer to Item 601(b)(8) of Regulation S-K and Section III.A.2 of Staff Legal Bulletin
No. 19. As a related matter, if you intend to file an opinion, please revise the disclosure in this section where you have included Torys LLP’s opinion to clearly identify and articulate each material tax consequence being opined upon. In
this regard, we note your disclosure on page 191 that the discussion, to the extent it expresses conclusions as to the application of U.S. federal income tax law, represents the opinion of Torys LLP. However, we did not note an opinion on certain
matters that you discuss throughout the filing. For example, we note your disclosure throughout the filing that you believe the special distribution to U.S. unitholders is expected to qualify as a non-taxable
distribution of property. Please revise to have counsel clearly identify and articulate each material tax consequence being opined upon. If there is significant doubt about the tax consequences of the transaction, counsel may issue a
“should” or “more likely than not” opinion to make clear that the opinion is subject to a degree of uncertainty. Please have counsel revise the tax opinion accordingly. Refer to Section III.C.3 and 4 of Staff Legal Bulletin
No. 19 for guidance.

 The Registrants advise the Staff that they intend to file a tax opinion with the
Registration Statement, and have revised the Exhibit index accordingly in Amendment No. 2.

 In response to the Staff’s comments
regarding identifying and articulating each material tax consequence being opined upon, the Registrants have revised the disclosure on page 209 of Amendment No. 2 to clarify that the assumption that the partnership and Holding LP will be
treated as partnerships for U.S. federal income tax purposes is based on the opinion of Torys LLP that each of the partnership and Holding LP will be classified as a partnership and not as an association or publicly traded partnership taxable as a
corporation for United States federal income tax purposes. In addition, the Registrants have revised the disclosure on pages 55, 210, 213, 214, and 216 of Amendment No. 2 to clearly identify U.S. federal income tax issues that are
highly factual in nature or that depend on future facts and circumstances with respect to which reasonable assumptions cannot be made, and to clarify that Torys LLP has rendered no opinion with respect to these issues. The Registrants respectfully
advise the Staff that the entire discussion under the heading “MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS,” to the extent it expresses conclusions as to the application of U.S. federal income tax law and subject to the
qualifications described therein, represents the opinion of Torys LLP.

 In response to the Staff’s comment that the special
distribution to U.S. unitholders is expected to qualify as a non-taxable distribution of property, the Registrants have revised the disclosure on pages 17, 28, 210, 213, and 216 of Amendment No. 2 to
clarify that the reason

Securities and Exchange Commission

 December 20, 2019

Page 5

such treatment is not free from doubt is that it depends on the highly factual determination that, for such U.S. federal income tax purposes, neither the partnership nor Holding LP has ever been
engaged in a trade or business since the date of formation. The partnership and Holding LP were each formed in 2007. In addition, the Registrants have revised the disclosure on pages 209 through 211 of Amendment No. 2 to further clarify
that the special distribution will be non-taxable to U.S. unitholders, even if treated as a distribution of cash, except to the extent that the fair market value of the class A shares received, as of the date
of the special distribution (plus the amount of cash received in lieu of fractional class A shares pursuant to the special distribution), exceeds a U.S. unitholder’s adjusted tax basis in its interest in the partnership (including, for this
purpose, both units and partnership preferred units). In this regard, the Registrants respectfully advise the Staff that, based on the historic trading prices of the units, historic distributions on the units, and historic allocations of the
partnership’s items of income, gain, loss, and deduction for U.S. federal income tax purposes, the fair market value of the class A shares distributed to a U.S. unitholder who acquired units only after December 2009 is not expected to exceed
such U.S. unitholder’s adjusted tax basis in its interest in the partnership. Accordingly, the Registrants do not expect for any U.S. unitholder to recognize gain for U.S. federal income tax purposes by reason of receiving class A shares in the
special distribution, regardless whether the special distribution is treated as a distribution of cash or as a distribution of property for U.S. federal income tax purposes, unless such U.S. unitholder acquired units before January 2010.
Notwithstanding the foregoing, the Registrants respectfully note that the disclosure addresses the material U.S. federal income tax consequences of the special distribution without regard to when a unitholder acquired units.

Combined Carve-out Financial Statements of the Utilities Operations of Brookfield Infrastructure Partners
L.P.

 Note 3. Significant Accounting Policies, page F-10

5.
 Your response to comment 32 appears to describe three categories of revenue: core operations, which you
appear to define as the distribution of natural gas and electricity, non-core operations, and connections. Please confirm our assumption that you will disaggregate revenues from external customers into these
three categories, and that your disclosure will include revenue from both BUUK and NTS. If our assumption is incorrect, please tell us in more detail what you plan to disclose and how such disclosure will comply with paragraph 32 of IFRS 8.

 The Registrants confirm that they will disclose within the audited combined
carve-out financial statements of the Utilities Operations of the Partnership as at and for the year ended December 31, 2019 to be included in the Registration Statement prior to effectiveness the
disaggregated revenues relating to BUUK into the following categories: (1) gas and electricity distribution, (2) connections, and (3) other operations. Given that the revenue stream pertaining to NTS is dissimilar to BUUK’s
distribution revenue str

December 10, 2019
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.1 to Registration Statement on Form F-1
Filed November 13, 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 October 25, 2019 letter.
Registration Statement on Form F-1/A filed on November 13, 2019
Questions and Answers Regarding the Special Distribution, page 3
1.We note your response to comment 2, however, we continue to believe that your
references to "identical" and "economic equivalent" are unclear.  Specifically, please help
us reconcile your statement that "the dividend level on the class A shares will be identical
to the post-closing unit distribution level (emphasis added)," which suggests that the
dividend on class A shares will be 9/10ths of the pre-closing level of distributions for the
Units, with your statement that "the result that the aggregate distribution received by a
holder on its units and class A shares will be the same as it would have received if the
special distribution had not been made," which suggests that the dividend on class A
shares will be 1/10ths of the pre-closing level of distributions for the Units.  Please revise

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 December 10, 2019 Page 2
 FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
December 10, 2019
Page 2
to state, if true, the amount of distributions on one class A share and one unit in the
aggregate after the Special Distribution will be identical and/or the economic equivalent
of the amount of distributions on one unit before the Special Distribution.
Risk Factor, page 20
2.We note your response to comment 7.  Please revise your disclosure to state, as you do in
your response, that "the cash amount payable in the event that cash is used to satisfy an
exchange request will be equal to the NYSE closing price of one unit on the date that the
request for exchange is received by the transfer agent. As a result, a decrease in the value
of the units after that date will not affect the amount of cash received."
The Special Distribution
Transaction Agreements, page 51
3.We note your revised disclosure in response to comment 10. To provide additional context
for investors, please elaborate on how the "value of the businesses transferred and the
anticipated value of a share of [y]our company" were determined. We also reissue our
prior comment in-part, as we are unable to identify the revised disclosure related to how
the exchange ratio of 1:9 was determined. Please revise to include such information or tell
us where the revised disclosure has been included.
Material United States Federal Income Tax Considerations, page 191
4.We note your revised disclosure that the conclusions in this section represent the opinion
of Torys LLP. Please tell us if you intend to file such opinion, as it appears that you have
not revised your Exhibit index. Please refer to Item 601(b)(8) of Regulation S-K and
Section III.A.2 of Staff Legal Bulletin No. 19. As a related matter, if you intend to file an
opinion, please revise the disclosure in this section where you have included Torys LLP’s
opinion to clearly identify and articulate each material tax consequence being opined
upon. In this regard, we note your disclosure on page 191 that the discussion, to the extent
it expresses conclusions as to the application of U.S. federal income tax law, represents
the opinion of Torys LLP. However, we did not note an opinion on certain matters that
you discuss throughout the filing. For example, we note your disclosure throughout the
filing that you believe the special distribution to U.S. unitholders is expected to qualify as
a non-taxable distribution of property. Please revise to have counsel clearly identify and
articulate each material tax consequence being opined upon. If there is significant doubt
about the tax consequences of the transaction, counsel may issue a “should” or “more
likely than not” opinion to make clear that the opinion is subject to a degree of
uncertainty. Please have counsel revise the tax opinion accordingly. Refer to Section
III.C.3 and 4 of Staff Legal Bulletin No. 19 for guidance.

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 December 10, 2019 Page 3
 FirstName LastName
Bahir Manios
Brookfield Infrastructure Corporation
December 10, 2019
Page 3
Combined Carve-out Financial Statements of the Utilities Operations of Brookfield
Infrastructure Partners L.P.
Note 3. Significant Accounting Policies, page F-10
5.Your response to comment 32 appears to describe three categories of revenue: core
operations, which you appear to define as the distribution of natural gas and electricity,
non-core operations, and connections.  Please confirm our assumption that you will
disaggregate revenues from external customers into these three categories, and that your
disclosure will include revenue from both BUUK and NTS.  If our assumption is
incorrect, please tell us in more detail what you plan to disclose and how such disclosure
will comply with paragraph 32 of IFRS 8.
            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

CORRESP
1
filename1.htm

CORRESP

 1114 Avenue of the Americas

 23rd Floor

New York, New York

 10036.7703 USA

Tel 212.880.6000

 Fax 212.682.0200

 www.torys.com

 November 13, 2019

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, DC 20549

Attention:

Mara Ransom, Office Chief

 Jennifer Lopez-Molina, Staff Attorney

 Jennifer
Thompson, Branch Chief

 Robert Babula, Staff Accountant

Re:
 Brookfield Infrastructure Corp. and Brookfield Infrastructure Partners L.P.

Registration Statement on Form F-1

Filed September 25, 2019

File Nos. 333-233934 and
333-233934-01

 Amendment No. 1 to Registration
Statement on Form F-1

 Filed November 13, 2019

Dear Ladies and Gentlemen:

 We are submitting
this letter on behalf of Brookfield Infrastructure Corporation (the “Company”) and Brookfield Infrastructure Partners L.P. (the “Partnership,” and together with the Company, the “Registrants”) in
response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated October 25, 2019 relating to the Registration Statement on Form F-1 (Registration Nos. 333-233934 and 333-233934-01) of the Registrants filed with the
Commission on September 25, 2019 (the “Registration Statement”). Amendment No. 1 to the Registration Statement (“Amendment No. 1”) is being filed concurrently herewith. The numbered
paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. In addition to addressing the comments raised by the Staff in its letter, the Company and the Partnership
have revised the Registration Statement to update other disclosures. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 1.

 Securities and Exchange Commission

November 13, 2019

  Page
 2

 Registration Statement on Form F-1

Questions and Answers Regarding the Special Distribution

Do you intend to pay dividends on the class A shares?, page 4

1.
 Please discuss here and on page 12 that dividends will not be declared until after the second anniversary
of the distribution date, if true, as your disclosure regarding the Support Agreement suggests. In this regard, we note your disclosure that the Support Agreement, “pursuant to which Brookfield Infrastructure agrees to provide support to [y]our
company in relation to, among other things, the declaration and payment of dividends, only becomes effective from and after the second anniversary of the distribution date.” If dividends will be paid on the units but not on the class A shares
for the first 2 years following the distribution, tell us why you believe it is appropriate to state that the economic return on the class A shares will be equivalent to the units.

The Registrants advise the Staff that, although the Support Agreement will not be in effect until the second anniversary of the distribution
date, the Company intends to commence paying dividends on the class A shares on the first distribution payment date for the Partnership’s units occurring after the distribution date for the special distribution. In response to the Staff’s
comment, the Registrants have clarified the disclosure on pages 4, 6, 16, 17, 18, 28, 52, 74, 149, and 152 of Amendment No. 1 to make clear that, starting on the first distribution payment date for the Partnership’s units occurring after
the distribution date for the special distribution, the Company intends to declare and pay dividends on its class A shares at the same time as distributions are declared and paid on the Partnership’s units and in the same amounts per class A
share as distributions are declared and paid on each Partnership unit.

2.
 Given the distribution levels you disclose here, tell us why you believe it is appropriate to refer to
dividends on the class A shares and units as “identical,” such as on your prospectus cover page, and pages 5 and 13.

The Registrants advise the Staff that they believe that the dividends on the class A shares and units are “identical” because the
Company intends to declare and pay dividends on its class A shares at the same time as distributions are declared and paid on the Partnership’s units and in the same amounts per class A share as distributions are declared and paid on each
Partnership unit. In response to the Staff’s comment, the Registrants have clarified the disclosure on pages 4, 6, 16, 17, 52 and 74 of Amendment No. 1 to reflect the foregoing. The Registrants further advise the Staff that the
Partnership’s target distribution payout ratio of 60% to 70% of the Partnership’s FFO is determined on a consolidated basis (i.e., taking into account the controlling interest of the Company) and will only determine the target aggregate
amount that would be available for the aggregate distributions/dividends on the Partnership’s units and the Company’s class A shares.

 Securities and Exchange Commission

November 13, 2019

  Page
 3

 Summary, page 9

3.
 Please describe on your prospectus cover page, here and in your risk factor section your capital
structure, including the number of votes per share to which each class of shares is entitled. For example, disclose as you do on page 133, that holders of class B shares will be entitled to cast, in the aggregate, a number of votes equal to three
times the number of votes attached to the class A shares.

 In response to the Staff’s comment, the
Registrants have revised the disclosure on the prospectus cover page and on pages 17 and 43 of Amendment No. 1.

4.
 In an appropriate place in your Summary, please revise to discuss the conflicts of interest that are
present in this transaction as a result of your organizational and ownership structure. For example, discuss the overlapping roles of your board members.

In response to the Staff’s comment, the Registrants have revised the disclosure on page 16 of Amendment No. 1.

Ownership and Organizational Structure, page 12

5.
 Please revise to disclose the economic and voting interests represented in the various entities you
depict here and on page 43.

 In response to the Staff’s comment, the Registrants have revised the disclosure
on pages 15 and 55 of Amendment No. 1.

 Risk Factors, page 16

6.
 Please tell us what consideration was given to including risk factor disclosure for the UK’s pending
withdrawal from the European Union. In this regard, we note that “[y]our initial operations will consist principally of the ownership and operation of...regulated distribution operations in the United Kingdom.”

 In response to the Staff’s comment, the Registrants have added disclosure on page 30 of Amendment
No. 1.

 Any holder requesting an exchange of their class A shares for which our company or the partnership elects to provide units..., page
20

7.
 We note your disclosure that “any holder whose class A shares are subsequently exchanged for units
or its cash equivalent will not receive such units or cash for up to ten (10) business days after the applicable request is received.” Please disclose how investors will know as of what date you intend to effectuate the exchange,
regardless of the amount of time it takes to process the exchange. In this regard, we note your disclosure that “during this period, the market price of units may decrease...affect[ing] the value of the consideration to be received by the
holder of class A shares.”

 Securities and Exchange Commission

November 13, 2019

  Page
 4

 The Registrants advise the Staff that, as disclosed in the Registration Statement, class A
shareholders will be aware of the fact that it may take up to 10 business days to effect an exchange of class A shares for units or the cash equivalent (as determined as described in the Registration Statement). Upon receipt of any exchange request,
the Partnership will be unable to know at the time of such exchange request what the specific date on which such exchange will occur, although the Registrants will endeavor to consummate such exchange as soon as is reasonably possible under the
circumstances and in no event more than 10 business days from the date of such exchange request. Since the class A shares will most likely be held in book-entry form, we would expect that each class A shareholder that submits an exchange request
will be contacted by their broker upon receipt of any securities into their brokerage account in accordance with the broker’s normal practice as the Registrants do not envision contacting an investor directly in such a scenario. Further, the
exchange mechanism will not be the only method of liquidity for a class A shareholders, and if a class A shareholder was concerned about any possible decrease in the value of the shares and/or units in the time between submission of an exchange
request and the satisfaction of such exchange request (as will be disclosed to each class A shareholder), such shareholder would also have the option to sell class A shares on the TSX or the NYSE.

The Registrants further advise the Staff that since it is the intent that exchanging class A shareholders will receive a unit upon any exchange
request, the time at which class A shareholder receives units will not impact the exchange ratio since each class A share will be exchangeable into units on a
one-for-one basis.

 Finally, the Registrants note that the
cash amount payable in the event that cash is used to satisfy an exchange request will be equal to the NYSE closing price of one unit on the date that the request for exchange is received by the transfer agent. As a result, a decrease in the value
of the units after that date will not affect the amount of cash received.

 The Special Distribution

Background to and Purpose of the Special Distribution, page 39

8.
 Where you state that the special distribution “provides investors with the flexibility to own the
economic equivalent of units through the ownership of [your] class A shares,” please revise to clarify that the class A shares represents a fractional economic equivalent to the units, given the ratio applicable to the distribution.
Alternatively, if you are trying to convey that the economic equivalent is realizable via the exchange feature, if exercised, please state as much.

The Registrants advise the Staff that each class A share does not represent a fractional economic equivalent to a unit but a one for one
equivalent of a unit given that (i) the Company intends to declare and pay dividends on its class A shares at the same time as distributions are declared and paid on the Partnership’s units and in the same amounts per class A share as
distributions are declared and paid on each Partnership unit and (ii) the exchange feature associated with each class A share. In response to the Staff’s comment, the Registrants have clarified the disclosure on pages 5, 6, 11, 50, 52, and
74 of Amendment No. 1 to reflect the foregoing.

 Securities and Exchange Commission

November 13, 2019

  Page
 5

9.
 Your free writing prospectus mentions the higher-after tax yield available to certain investors, in
addition to the favorable tax reporting framework, however, you do not mention this objective here. Please revise or advise.

In response to the Staff’s comment, the Registrants have revised the disclosure on pages 3, 14, 49 and 148 of Amendment No. 1.

Mechanics of the Special Distribution, page 40

10.
 In an appropriate place in your prospectus, please elaborate upon how and why the special distribution
ratio of one class A share for every nine units held was determined. As a related matter, please disclose how and why it was determined that the principal business and assets you would hold would be the regulated gas transmission systems in Brazil
and the regulated distribution operations in the United Kingdom. Please also explain how the exchange ratio feature was determined.

In response to the Staff’s comment, the Registrants have revised the disclosure on pages 8 and 51 of Amendment No. 1.

11.
 We note your disclosure that you currently intend to satisfy any exchange requests on the class A shares
through the delivery of units rather than cash. Please tell us why and what factors you will take into account in the future in making this determination.

The Registrants advise the Staff that upon any exchange request by a holder of a class A share, the Partnership will determine the form of
payment to be delivered to such exchanging holder. Although it is the Partnership’s current intention to satisfy any exchange request through the delivery of units, the factors that the Partnership may consider when determining whether to
satisfy any such exchange request for cash rather than units would include, without limitation, compliance with applicable securities laws governing the issuance of the units in exchange for class A shares, changes in law (including the Bermuda
limited partnership laws), the Partnership’s available consolidated liquidity, and any change in the tax consequences to the Partnership or to a holder as a result of delivery of units. The Registrants have added disclosure on pages 4, 10, and
50 of Amendment No. 1 to reflect the foregoing.

12.
 Please disclose the consideration you intend to provide in exchange for Brookfield Infrastructure’s
interest in the portions of the business being transferred to you, including the loan and shares to be issued.

In response to the Staff’s comment, the Registrants have revised the disclosure on page 51 of Amendment No. 1.

 Securities and Exchange Commission

November 13, 2019

  Page
 6

 Dividend Policy, page 41

13.
 Please indicate whether or not you currently expect that comparable cash dividends paid to the units
historically will continue to be paid in the future, and if not, the nature of the change in the amount or rate of cash dividend payments. For example, the amounts of your historical dividend(s) would put this disclosure in greater context. In this
regard, we note your disclosure that you expect dividends on the class A shares will be declared at the same time and in the same amount as distributions are made on units.

In response to the Staff’s comment, the Registrants have revised the disclosure on pages 52 and 178 of Amendment No. 1.

14.
 If there are any restrictions upon your ability to pay dividends, such as in any of your loan or credit
agreements, please disclose them here.

 In response to the Staff’s comment, the Registrants have revised the
disclosure on page 52 of Amendment No. 1.

 Capitalization, page 42

15.
 We note you will have three classes of common shares outstanding after the transfer of the Business.
Since you will have multiple classes of shares following the transfer, please revise this disclosure to separately quantify the number of pro forma shares issued and outstanding for each class of share. Please also apply this comment to your pro
forma financial statement disclosures.

 In response to the Staff’s comment, the Registrants have revised the
disclosure on pages 54 and 62 of Amendment No. 1.

16.
 For the ease of your investors, please revise your table to quantify Total Capitalization. Refer to Item
4(a) of Form F-1 and Item 3.B. of Form 20-F.

In response to the Staff’s comment, the Registrants have revised the disclosure on page 54 of Amendment No. 1.

17.
 We note that a significant portion of your share capital is classified in your pro forma financial
statements as a current liability and is not reflected in this capitalization table. Please tell us the factors you considered when concluding it does not represent a portion of your capitalization.

In response to the Staff’s comment, the Registrants have revised the Company’s capitalization table on page 54 of Amendment
No. 1 to include share capital classified as current liability.

 Securities and Exchange Commission

November 13, 2019

  Page
 7

 Corporate Structure, page 43

18.
 W

October 25, 2019
Bahir Manios
Chief Financial Officer
Brookfield Infrastructure Corporation
250 Vesey Street, 15th Floor
New York, New York 10281-1021
Re:Brookfield Infrastructure Corp.
Registration Statement on Form F-1
Filed September 25, 2019
File No. 333-233934
Dear Mr. Manios:
            We have reviewed your 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.
Registration Statement on Form F-1
Questions and Answers Regarding the Special Distribution
Do you intend to pay dividends on the class A shares?, page 4
1.Please discuss here and on page 12 that dividends will not be declared until after the
second anniversary of the distribution date, if true, as your disclosure regarding the
Support Agreement suggests. In this regard, we note your disclosure that the Support
Agreement, "pursuant to which Brookfield Infrastructure agrees to provide support to
[y]our company in relation to, among other things, the declaration and payment of
dividends, only becomes effective from and after the second anniversary of the
distribution date."  If dividends will be paid on the units but not on the class A shares for
the first 2 years following the distribution, tell us why you believe it is appropriate to state
that the economic return on the class A shares will be equivalent to the units.

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 October 25, 2019 Page 2
 FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
October 25, 2019
Page 2
2.Given the distribution levels you disclose here, tell us why you believe it is appropriate to
refer to dividends on the class A shares and units as "identical," such as on your
prospectus cover page, and pages 5 and 13.
Summary, page 9
3.Please describe on your prospectus cover page, here and in your risk factor section your
capital structure, including the number of votes per share to which each class of shares is
entitled. For example, disclose as you do on page 133, that holders of class B shares will
be entitled to cast, in the aggregate, a number of votes equal to three times the number of
votes attached to the class A shares.

4.In an appropriate place in your Summary, please revise to discuss the conflicts of interest
that are present in this transaction as a result of your organizational and ownership
structure. For example, discuss the overlapping roles of your board members.
Ownership and Organizational Structure, page 12
5.Please revise to disclose the economic and voting interests represented in the various
entities you depict here and on page 43.
Risk Factors, page 16
6.Please tell us what consideration was given to including risk factor disclosure for the UK's
pending withdrawal from the European Union. In this regard, we note that "[y]our initial
operations will consist principally of the ownership and operation of...regulated
distribution operations in the United Kingdom."
Any holder requesting an exchange of their class A shares for which our company or the
partnership elects to provide units..., page 20
7.We note your disclosure that "any holder whose class A shares are subsequently
exchanged for units or its cash equivalent will not receive such units or cash for up to ten
(10) business days after the applicable request is received."  Please disclose how investors
will know as of what date you intend to effectuate the exchange, regardless of the amount
of time it takes to process the exchange. In this regard, we note your disclosure that
"during this period, the market price of units may decrease...affect[ing] the value of the
consideration to be received by the holder of class A shares."
The Special Distribution
Background to and Purpose of the Special Distribution, page 39
8.Where you state that the special distribution "provides investors with the flexibility to own
the economic equivalent of units through the ownership of [your] class A shares," please
revise to clarify that the class A shares represents a fractional economic equivalent to the
units, given the ratio applicable to the distribution.  Alternatively, if you are trying to

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 October 25, 2019 Page 3
 FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
October 25, 2019
Page 3
convey that the economic equivalent is realizable via the exchange feature, if exercised,
please state as much.
9.Your free writing prospectus mentions the higher-after tax yield available to certain
investors, in addition to the favorable tax reporting framework, however, you do not
mention this objective here.  Please revise or advise.
Mechanics of the Special Distribution, page 40
10.In an appropriate place in your prospectus, please elaborate upon how and why the special
distribution ratio of one class A share for every nine units held was determined. As a
related matter, please disclose how and why it was determined that the principal business
and assets you would hold would be the regulated gas transmission systems in Brazil and
the regulated distribution operations in the United Kingdom.  Please also explain how the
exchange ratio feature was determined.
11.We note your disclosure that you currently intend to satisfy any exchange requests on the
class A shares through the delivery of units rather than cash.  Please tell us why and what
factors you will take into account in the future in making this determination.
12.Please disclose the consideration you intend to provide in exchange for Brookfield
Infrastructure's interest in the portions of the business being transferred to you, including
the loan and shares to be issued.
Dividend Policy, page 41
13.Please indicate whether or not you currently expect that comparable cash dividends paid
to the units historically will continue to be paid in the future, and if not, the nature of the
change in the amount or rate of cash dividend payments.  For example, the amounts of
your historical dividend(s) would put this disclosure in greater context.  In this regard, we
note your disclosure that you expect dividends on the class A shares will be declared at
the same time and in the same amount as distributions are made on units.
14.If there are any restrictions upon your ability to pay dividends, such as in any of your loan
or credit agreements, please disclose them here.
Capitalization, page 42
15.We note you will have three classes of common shares outstanding after the transfer of the
Business.  Since you will have multiple classes of shares following the transfer, please
revise this disclosure to separately quantify the number of pro forma shares issued and
outstanding for each class of share.  Please also apply this comment to your pro forma
financial statement disclosures.
16.For the ease of your investors, please revise your table to quantify Total Capitalization.
Refer to Item 4(a) of Form F-1 and Item 3.B. of Form 20-F.
17.We note that a significant portion of your share capital is classified in your pro forma

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 October 25, 2019 Page 4
 FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
October 25, 2019
Page 4
financial statements as a current liability and is not reflected in this capitalization table.
Please tell us the factors you considered when concluding it does not represent a portion
of your capitalization.
Corporate Structure, page 43
18.We note references to Exchange LP throughout your registration statement. Please revise
to discuss Exchange LP's relationship to the group and if material, revise to reference it in
the organizational chart.
Unaudited Pro Forma Financial Statements, page 44
19.We note from disclosures elsewhere in your filing that following completion of the special
distribution, you will be responsible for reimbursing Brookfield Infrastructure for your
proportionate share of management and incentive distribution fees.  Please confirm our
understanding that such fees are not included in the carve-out financial statements as part
of the allocation of corporate costs and would represent additional costs to your company.
If our understanding is correct, please tell us how you considered providing narrative
disclosure in the introduction to the pro forma financial statements or another appropriate
location in your filing of the anticipated amount of such fees.  If you are unable to
estimate these fees, please consider providing narrative disclosure in the introduction to
the pro forma financial statements to remind your investors that these fees are not
captured in your pro forma financial statements and to clearly indicate that you are
currently unable to estimate the amount of such fees.
20.Note 2 to your pro forma financial statements indicates that you intend to classify the class
A and B shares as financial liabilities due to the exchange feature, while class C shares
will be classified as equity instruments.  However, the description of your share capital
beginning on page 129 indicates that each class A share is exchangeable for one unit of
the partnership or its cash equivalent, with the form of payment determined at your
election, while the class B and class C shares are redeemable for cash.  Please revise your
pro forma footnotes and other applicable disclosures in your filing to better explain the
exchange feature of class B shares referenced in Note 2 since your current disclosures
appear to indicate that only class A shares have an exchange feature.  Furthermore, for
each class of stock, please provide to us a summary of the terms of the exchange and/or
redemption feature and, with reference to the applicable IFRS literature, your accounting
analysis supporting whether such class of stock should be classified as a financial liability
or equity.
21.Note 5 to the pro forma financial statements appears to indicate that you have not
presented pro forma earnings per share because you do not believe your class A, B, or C
shares represent ordinary shares as contemplated by IAS 33.  Please provide us with a
more detailed analysis of this matter.

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 October 25, 2019 Page 5
 FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
October 25, 2019
Page 5
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
56
22.Please revise here or on your business section to include the amount invested in capital
expenditures and divestitures for the financial periods presented. Your description should
also include information concerning the principal capital expenditures currently in
progress and the method of financing. Refer to Item 4.A.5 and 6 of Form 20-F.
Results of Operations, page 63
23.In order to provide your investors with greater insight into the underlying factors that
materially contributed to the changes in your operating results, please tell us what
consideration you gave to separately discussing the changes in revenues and direct costs
for each category of products or services you offer such as the design, construction and
connection fees, and the ongoing tariffs you charge once the connections are established.
Furthermore, tell us how you considered separately discussing changes in revenue and
direct costs for each of your UK gas and electricity operations and your Brazilian gas
distribution operations.  We assume these businesses could potentially have differing
levels of profitability or experience different trends.  Refer to Item 5 of Form 20-F and
SEC Release 33-8350.
24.Please tell us what consideration you gave to disclosing any material impact related to
increases in volumes versus changes in prices, or any other significant changes that
impacted revenue of each of your U.K. and Brazilian businesses.  Refer to Item 5 of Form
20-F and SEC Release 33-8350.
25.You disclose on page 63, “Revenues increased by $46 million as a result of inflation-
indexation and organic growth initiatives at both our U.K. regulated distribution business
and Brazilian regulated gas transmission business.”  However, it’s unclear to what extent
each factor impacted the overall increase in revenue.  Please revise your results discussion
for each of the periods presented to quantify the impact that each item had on the overall
change in revenue. Lastly, please apply this comment to other items in your analysis of
results of operations in which multiple factors contributed to the overall change, such as
your analysis of direct operating costs for the interim periods.

Performance Disclosures, page 72
26.Please revise your disclosure to explain how rate base is defined and why management
believes presenting the metric is meaningful for investors.  Additionally, it appears your
proportionate rate base disclosure includes utility operations in two different markets (i.e.
the UK and Brazilian jurisdictions).  Tell us why such combined presentation is
appropriate and how you considered disclosure of rate base by jurisdiction.  An overview
of how the Company uses this measure by jurisdiction or on a combined basis would
facilitate our review.  If there are material differences in how rate base is determined by

 FirstName LastNameBahir Manios
 Comapany NameBrookfield Infrastructure Corporation
 October 25, 2019 Page 6
 FirstName LastNameBahir Manios
Brookfield Infrastructure Corporation
October 25, 2019
Page 6
jurisdiction or differences which have a direct impact on your results, then please explain
to us why a disaggregated rate base presentation by jurisdiction would not be meaningful
to investors.
27.The amounts you presented for Adjusted EBITDA, FFO, and AFFO for the interim and
year-end periods do not agree to the amounts disclosed within the reconciliation of Non-
IFRS financial measures beginning on page 77.  Please revise your disclosures as needed
so the amounts of the Non-IFRS measures presented here agree to the amounts seen in the
tabular reconciliations presented later in your filing.
Review of Combined Carve-Out Statements of Cash Flows, page 87
28.The narrative analysis of changes in your cash flows on pages 88-89 appears too brief to
meet the objectives of Item 5.B.1(b) of Form 20-F and Section IV.B.1 of SEC Release No.
33-8350.  Please revise to provide your investors with more insight into the primary
drivers of material changes in your cash flows.  As one example only and not an inclusive
list, your analysis of the change in cash flows from operating activities for 2018 versus
2017 indicates that cash flows from operating activities increased because of changes in
your working capital.  Please briefly disclose why your working capital changed.
Additionally, the face of your cash flow statement appears to indicate a larger portion of
the increase in cash flows from operating activities resulted from changes in your net
income adjusted for the non-cash items listed in your cash flow statement.  Please address
this increase in net income adjusted for non-cash items in your analysis of changes in cash
flows from operating activities or tell us why such disclosure is not necessary to explain
the primary drivers of changes in your cash flows from operating activities.
Legal Matters, page 168
29.We note your disclosure that you believe this transaction should not be taxable and that
dividends are expected