As filed with the Securities and Exchange Commission on July 3, 2023

Registration Nos. 333-272131 and 333-272131-01

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

BROOKFIELD INFRASTRUCTURE CORPORATION   BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
(Exact name of registrant as specified in its charter)   (Exact name of registrant as specified in its charter)
Not Applicable   Not Applicable
(Translation of registrant’s name into English)   (Translation of registrant’s name into English)
British Columbia, Canada   Bermuda
(State or other jurisdiction of incorporation or organization)   (State or other jurisdiction of incorporation or organization)
4923   4911
(Primary Standard Industrial Classification Code Number)   (Primary Standard Industrial Classification Code Number)
Not Applicable   Not Applicable
(IRS Employer Identification Number)   (IRS Employer Identification Number)

Brookfield Infrastructure Corporation

250 Vesey Street, 15th Floor

New York, New York 10281

(212) 417-7000

  

Brookfield Infrastructure Partners

73 Front Street, 5th Floor

Hamilton, HM 12, Bermuda

+1 (441) 294-3309

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)   (Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

 

Ralph Klatzkin

Brookfield Infrastructure US Holdings I Corporation

Brookfield Place

250 Vesey Street, 15th Floor

New York, New York 10281

(212) 417-7000

(Name, address, including zip code, and telephone number, including area code, of agent of service of the registrants)

 

 

Copies to:

 

Eric C. Otness

Michael J. Hong

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana Street, Suite 6800

Houston, Texas 77002

(713) 655-5100

  

Scott D. Miller

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

 

 

Approximate date of commencement of the proposed sale of the securities to the public:

As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the proxy statement/joint prospectus that forms a part of this registration statement.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

Indicate by check mark whether the registrants are emerging growth companies as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrants have elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

 

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

EXPLANATORY NOTE

Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. are filing this Amendment No. 2 (this “Amendment No. 2”) to the Registration Statement on Form F-4 (File Nos. 333-272131 and 333-272131-01) (as amended, the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment No. 2 consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature pages to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 21. Exhibits and Financial Statement Schedules.

 

Exhibit
Number		   

Description

    2.1†   

Agreement and Plan of Merger, dated as of April 11, 2023, by and among Triton International Limited, Brookfield Infrastructure Corporation, Thanos Holdings Limited and Thanos MergerSub Limited (included as Annex A to the proxy statement/joint prospectus that forms a part of this Registration Statement).

    2.2   

Form of Statutory Merger Agreement, by and among Triton International Limited, Brookfield Infrastructure Corporation, Thanos Holdings Limited and Thanos MergerSub Limited (included as Annex B to the proxy statement/joint prospectus that forms a part of this Registration Statement).

    3.1   

Notice of Articles and Articles of Brookfield Infrastructure Corporation (incorporated by reference from Exhibit 3.1 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

    3.2   

Certificate of registration of Brookfield Infrastructure Partners L.P., registered as of May 29, 2007 (incorporated by reference to Exhibit 1.1 to Brookfield Infrastructure Partners L.P.’s Registration Statement on Form 20-F filed July 31, 2007).

    3.3   

Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated February 16, 2018 (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed February 16, 2018).

    3.4   

First Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated September 12, 2018 (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed September 12, 2018).

    3.5   

Second Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated February 27, 2020 (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed February 27, 2020).

    3.6   

Third Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated September 21, 2020 (incorporated by reference to Exhibit 3.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed September 21, 2020).

    3.7   

Fourth Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated January 21, 2021-incorporated by reference to Exhibit 3.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed January 21, 2020

    3.8   

Fifth Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated May 24, 2021 (incorporated by reference to Exhibit 4.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed June 1, 2021).

    5.1*   

Opinion of McMillan LLP, as to certain matters of British Columbia law.

    5.2*   

Opinion of Appleby (Bermuda) Limited, as to certain matters of Bermuda law.

  10.1   

Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated February 16, 2018 (incorporated by reference to Exhibit 99.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed February 16, 2018).

  10.2   

First Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated September 12, 2018 (incorporated by reference to Exhibit 99.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed September 12, 2018).

 

II-1

Exhibit
Number		   

Description

  10.3   

Second Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated August 1, 2019 effective as of November 30, 2018 (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed November 19, 2019).

  10.4   

Third Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated February 27, 2020 (incorporated by reference to Exhibit 99.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed February 27, 2020).

  10.5   

Fourth Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated March 31, 2020 (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed April 2, 2020).

  10.6   

Fifth Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated September 21, 2020 (incorporated by reference to Exhibit 3.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed September 21, 2020).

  10.7   

Sixth Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated January 21, 2021 (incorporated by reference to Exhibit 3.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed January 21, 2021).

  10.8   

Seventh Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated May 24, 2021 (incorporated by reference to Exhibit 10.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed June 1, 2021).

  10.9   

Eighth Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated June 10, 2022 (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed June 13, 2022).

  10.10   

Amended and Restated Master Services Agreement, dated March 13, 2015, by and among Brookfield Asset Management Inc. (now known as Brookfield Corporation), Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., and others (incorporated by reference to Exhibit 4.3 to Brookfield Infrastructure Partners L.P.’s Annual Report on Form 20-F filed March 18, 2015).

  10.11   

First Amendment, dated as of March  31, 2020, to the Amended and Restated Master Services Agreement, by and among Brookfield Asset Management Inc. (now known as Brookfield Corporation), the Service Recipients and the Service Providers (incorporated by reference to Exhibit 99.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed April 2, 2020).

  10.12   

Amended and Restated Relationship Agreement, dated March 28, 2014, by and among Brookfield Asset Management Inc. (now known as Brookfield Corporation), Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., and others (incorporated by reference to Exhibit 4.3 to Brookfield Infrastructure Partners L.P.’s Annual Report on Form 20-F filed March 28, 2014).

  10.13   

Registration Rights Agreement, dated December 4, 2007, between Brookfield Infrastructure Partners L.P. and Brookfield Asset Management Inc. (now known as Brookfield Corporation) (incorporated by reference to Exhibit 4.4 to Brookfield Infrastructure Partners L.P.’s Registration Statement on Form 20-F/A filed December 13, 2007).

  10.14   

Support Agreement, dated October  15, 2018, between Brookfield Infrastructure Partners L.P. and Brookfield Infrastructure Partners Exchange LP. (incorporated by reference to Exhibit 4.6 to Brookfield Infrastructure Partners L.P.’s Annual Report on Form 20-F filed February 28, 2019).

  10.15   

First Amendment, dated March  9, 2020, to Support Agreement between Brookfield Infrastructure Partners L.P. and Brookfield Infrastructure Partners Exchange LP (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed March 12, 2020).

 

II-2

Exhibit
Number		   

Description

  10.16   

Indenture dated October 10, 2012 between Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company of Canada, as supplemented from time to time (incorporated by reference to Exhibit 4.6 to Brookfield Infrastructure Partners L.P.’s Annual Report on Form 20-F filed March 18, 2015).

  10.17   

Fifth Supplemental Indenture dated February 22, 2017 between Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed February 22, 2017).

  10.18   

Guarantee dated February  22, 2017 by Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US Holdings I Corporation in favor of Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed February 22, 2017).

  10.19   

Sixth Supplemental Indenture dated September 10, 2018 between Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed September 10, 2018).

  10.20   

Guarantee dated September  10, 2018 by Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US Holdings I Corporation in favor of Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed September 10, 2018).

  10.21   

Guarantee indenture dated February  5, 2019 among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation, BIP Investment Corporation and Computershare Trust Company of Canada. (incorporated by reference to Exhibit 4.16 to Brookfield Infrastructure Partners L.P.’s Annual Report on Form 20-F filed February 28, 2019).

  10.22   

Seventh Supplemental Indenture dated October 7, 2019 between Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed on October 7, 2019).

  10.23   

Guarantee dated October  7, 2019 by Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US Holdings I Corporation in favor of Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed on October 7, 2019).

  10.24   

Guarantee indenture, dated as of March 30, 2020, among BIPC Holdings Inc., Brookfield Infrastructure Partners L.P. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.3 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed April 2, 2020).

  10.25   

Eighth Supplemental Indenture, dated September 1, 2020, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance PTY Ltd and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed September 21, 2020).

 

II-3

Exhibit
Number		   

Description

  10.26   

Guarantee, dated September  1, 2020, by and among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed September 21, 2020).

  10.27   

Ninth Supplemental Indenture, dated April 25, 2022, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance PTY Ltd and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed April 25, 2022).

  10.28   

Guarantee, dated April  25, 2022, by and among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.3 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed April 25, 2022).

  10.29   

Tenth Supplemental Indenture, dated April 25, 2022, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance PTY Ltd and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed April 25, 2022).

  10.30   

Guarantee, dated April  25, 2022, by and among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.4 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed April 25, 2022).

  10.31   

Eleventh Supplemental Indenture, dated November 14, 2022, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance PTY Ltd and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.1 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed November 14, 2022).

  10.32   

Guarantee, dated November  14, 2022, by and among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.3 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed November 14, 2022).

  10.33   

Twelfth Supplemental Indenture, dated November 14, 2022, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance Limited, Brookfield Infrastructure Finance PTY Ltd and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.2 to BIP’s Form 6-K filed November 14, 2022).

  10.34   

Guarantee, dated November  14, 2022, by and among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation and Computershare Trust Company of Canada (incorporated by reference to Exhibit 99.4 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed November 14, 2022).

 

II-4

Exhibit
Number		   

Description

  10.35   

Indenture dated May 24, 2021, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation, BIPC Holdings Inc., Computershare Trust Company of Canada and Computershare Trust Company N.A. (incorporated by reference to Exhibit 4.1 to BIP’s Form 6-K filed May 24, 2021).

  10.36   

First Supplemental Indenture dated May 24, 2021, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation, BIPC Holdings Inc., Computershare Trust Company of Canada and Computershare Trust Company N.A. (incorporated by reference to Exhibit 4.2 to Brookfield Infrastructure Partners L.P.’s Form 6 K filed May 24, 2021).

  10.37   

Indenture dated January  21, 2022, by and among BIP Bermuda Holdings I Limited, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure Finance ULC, Brookfield Infrastructure US Holdings I Corporation, BIPC Holdings Inc., Computershare Trust Company, N.A. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.1 to Brookfield Infrastructure Partners L.P.’s Form 6 K filed January 21, 2022).

  10.38   

First Supplemental Indenture dated January 21, 2022, by and among BIP Bermuda Holdings I Limited, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure Finance ULC, Brookfield Infrastructure US Holdings I Corporation, BIPC Holdings Inc., Computershare Trust Company, N.A. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.2 to Brookfield Infrastructure Partners L.P.’s Form 6-K filed January 21, 2022).

  10.39   

Support Agreement dated August  20, 2021, by and among Brookfield Infrastructure Corporation, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure Corporation Exchange Limited Partnership, Brookfield Infrastructure Corporation Exchange GP Inc. and Brookfield Infrastructure Holdings (Canada) Inc. (incorporated by reference to Exhibit 4.30 to Brookfield Infrastructure Partners L.P.’s Annual Report on Form 20-F filed March 9, 2022).

  10.40   

Trademark Sublicense Agreement, effective as of May 21, 2007, between Brookfield Infrastructure Partners L.P. and Brookfield Global Asset Management Inc. (incorporated by reference from Exhibit 4.5 to Brookfield Infrastructure Partners L.P.’s Registration Statement on Form 20-F/A filed December 13, 2007).

  10.41   

Rights Agreement, dated March  31, 2020, by and between Brookfield Asset Management Inc. (now known as Brookfield Corporation) and Wilmington Trust, National Association (incorporated by reference from Exhibit 10.1 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

  10.42   

Registration Rights Agreement, dated March 31, 2020, by and between Brookfield Infrastructure Corporation, Brookfield Infrastructure Partners L.P. and Brookfield Asset Management Inc. (now known as Brookfield Corporation) (incorporated by reference from Exhibit 10.2 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

  10.43   

Credit Agreement, effective as of March 31, 2020, between BUUK Bermuda Holdco Limited, as lender, and BIP Bermuda Holdings I Limited, as borrower (incorporated by reference from Exhibit 10.7 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

  10.44   

Credit Agreement, effective as of March 31, 2020, between BIP Bermuda Holdings I Limited, as lender, and BUUK Bermuda Holdco Limited, as borrower (incorporated by reference from Exhibit 10.6 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

 

II-5

Exhibit
Number		   

Description

  10.45   

Guarantee, dated as of March  30, 2020, by BIPC Holdings Inc. in favor of Computershare Trust Company of Canada (incorporated by reference from Exhibit 10.3 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

  10.46   

Guarantee Indenture, dated as of March 30, 2020, among BIP Investment Corporation, BIPC Holdings Inc. and Computershare Trust Company of Canada (incorporated by reference from Exhibit 10.4 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

  10.47   

Guarantee Indenture, dated as of March 30, 2020, among BIPC Holdings Inc., Brookfield Infrastructure Partners L.P. and Computershare Trust Company of Canada (incorporated by reference from Exhibit 10.5 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

  10.48   

Equity Commitment Agreement, dated as of March 31, 2020, between Brookfield Infrastructure Corporation and Brookfield Infrastructure Holdings (Canada) Inc. (incorporated by reference from Exhibit 10.10 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

  10.49   

Voting Agreement, effective as of March 30, 2020, among Brookfield Infrastructure Corporation, BIF III Noronha AIV LLC and BIP Noronha AIV LLC (incorporated by reference from Exhibit 10.11 of Brookfield Infrastructure Corporation’s Form 6-K filed on April 2, 2020).

  10.50   

Indenture dated May 24, 2021, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation, BIPC Holdings Inc., Computershare Trust Company of Canada and Computershare Trust Company N.A. (incorporated by reference to Exhibit 4.1 to Brookfield Infrastructure Corporation’s Form 6 -K filed May 24, 2021).

  10.51   

First Supplemental Indenture dated May 24, 2021, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure US Holdings I Corporation, BIPC Holdings Inc., Computershare Trust Company of Canada and Computershare Trust Company N.A. (incorporated by reference to Exhibit 4.2 to Brookfield Infrastructure Corporation’s Form 6-K filed May 24, 2021).

  10.52   

Indenture dated January  21, 2022, by and among BIP Bermuda Holdings I Limited, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure Finance ULC, Brookfield Infrastructure US Holdings I Corporation, BIPC Holdings Inc., Computershare Trust Company, N.A. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.1 to Brookfield Infrastructure Corporation’s Form 6-K filed January 21, 2022).

  10.53   

First Supplemental Indenture dated January 21, 2022, by and among BIP Bermuda Holdings I Limited, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure Finance ULC, Brookfield Infrastructure US Holdings I Corporation, BIPC Holdings Inc., Computershare Trust Company, N.A. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.2 to Brookfield Infrastructure Corporation’s Form 6-K filed January 21, 2022).

  10.54   

Support Agreement, dated August  20, 2021, as amended from time to time, between Brookfield Infrastructure Corporation, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure Corporation Exchange Limited Partnership, Brookfield Infrastructure Corporation Exchange GP Inc. and Brookfield Infrastructure Holdings (Canada) Inc. (incorporated by reference to Exhibit 4.18 to Brookfield Infrastructure Corporation’s Annual Report on Form 20-F filed March 9, 2022).

 

II-6

Exhibit
Number		   

Description

  21.1   

List of Subsidiaries of Brookfield Infrastructure Corporation (incorporated by reference to “Item 4.C Organizational Structure” of Brookfield Infrastructure Partners L.P.’s Annual Report on Form 20-F filed March 17, 2023).

  21.2   

List of Subsidiaries of Brookfield Infrastructure Partners L.P. (incorporated by reference to “Item 4.C Organizational Structure” of Brookfield Infrastructure Corporation’s Annual Report on Form 20-F filed March 17, 2023).

  23.1*   

Consent of Deloitte LLP, independent Registered Public Accounting Firm of Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P.

  23.2*   

Consent of KPMG LLP, independent Registered Public Accounting Firm of Triton Limited International.

  23.3*   

Consent of McMillan LLP (included in the opinion filed as Exhibit 5.1).

  23.4*   

Consent of Appleby (Bermuda) Limited (included in the opinion filed as Exhibit 5.2).

  24.1   

Powers of Attorney (included on the signature page to the initial filing of this Registration Statement).

  99.1**    Form of Proxy Card of Triton Limited International (Common Shares).
  99.2**
    Form of Proxy Card of Triton Limited International (Preference Shares).
  99.3   

Opinion of Goldman Sachs & Co. LLC (included as Annex C to the proxy statement/joint prospectus that forms a part of this Registration Statement).

107*    Calculation of Filing Fee Table.

 

*

Previously filed.

**

Filed herewith.

†

Certain exhibits and schedules to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Brookfield Infrastructure Corporation and Brookfield Infrastructure Partners L.P. agree to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon its request.

 

II-7

SIGNATURES OF BROOKFIELD INFRASTRUCTURE CORPORATION

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sydney, Australia on July 3, 2023.

 

BROOKFIELD INFRASTRUCTURE CORPORATION

By:

  

/s/ Michael Ryan

Name:   Michael Ryan
Title:   Company Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons on July 3, 2023 and in the capacities below.

 

Signature

   

Title

*

Sam Pollock

   

Chief Executive Officer of

Brookfield Infrastructure Group L.P.

(Principal Executive Officer)

/s/ David Krant

David Krant

   

Chief Financial Officer of

Brookfield Infrastructure Group L.P.

(Principal Financial and Accounting Officer)

*

Anne Schaumburg

   

Chair of the Board, Director of

Brookfield Infrastructure Corporation

*

Jeffrey Blidner

   

Director of

Brookfield Infrastructure Corporation

*

William Cox

   

Director of

Brookfield Infrastructure Corporation

*

Roslyn Kelly

   

Director of

Brookfield Infrastructure Corporation

*

John Mullen

   

Director of

Brookfield Infrastructure Corporation

*

Daniel Muñiz Quintanilla

   

Director of

Brookfield Infrastructure Corporation

*

Suzanne Nimocks

   

Director of

Brookfield Infrastructure Corporation

*

Rajeev Vasudeva

   

Director of

Brookfield Infrastructure Corporation

 

*By:

  

/s/ Michael Ryan

  Name:   Michael Ryan
 

Attorney-in-fact

 

II-8

SIGNATURES OF BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hamilton, Bermuda on July 3, 2023.

 

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

By:

  

/s/ Jane Sheere

Name:   Jane Sheere
Title:   Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statement has been signed by the following persons on July 3, 2023 and in the capacities below.

 

Signature

   

Title

*

Sam Pollock

   

Chief Executive Officer of

Brookfield Infrastructure Group L.P.

(Principal Executive Officer)

*

David Krant

   

Chief Financial Officer of

Brookfield Infrastructure Group L.P.

(Principal Financial and Accounting Officer)

*

Anne Schaumburg

   

Chair of the Board, Director of

Brookfield Infrastructure Partners Limited

*

Jeffrey Blidner

   

Director of

Brookfield Infrastructure Partners Limited

*

William Cox

   

Director of

Brookfield Infrastructure Partners Limited

*

Roslyn Kelly

   

Director of

Brookfield Infrastructure Partners Limited

*

Daniel Muñiz Quintanilla

   

Director of

Brookfield Infrastructure Partners Limited

*

Suzanne Nimocks

   

Director of

Brookfield Infrastructure Partners Limited

*

Rajeev Vasudeva

   

Director of

Brookfield Infrastructure Partners Limited

 

*By:

  

/s/ Jane Sheere

  Name:   Jane Sheere
 

Attorney-in-fact

 

II-9

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed below by the undersigned, solely in its capacity as the registrants’ duly authorized representative in the United States, on July 3, 2023.

 

BROOKFIELD INFRASTRUCTURE US HOLDINGS I CORPORATION

By:

  

/s/ Ralph Klatzkin

Name:   Ralph Klatzkin
Title:   Vice-President

 

II-10

Exhibit 99.1

PRELIMINARY — SUBJECT TO COMPLETION

 

LOGO

TRITON INTERNATIONAL LIMITED VICTORIA PLACE, 5TH FLOOR 31 VICTORIA STREET HAMILTON HM 10, BERMUDA SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/TRTN2023SM You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V20199-S69809 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY TRITON INTERNATIONAL LIMITED The Board of Directors unanimously recommends you vote FOR Proposals 1, 2 and 3. For Against Abstain 1. Merger Proposal – To approve and adopt (a) the Agreement and Plan of Merger (as it may be amended from time to time), by and among ! ! ! Triton International Limited (“Triton”), Brookfield Infrastructure Corporation (“BIPC”), Thanos Holdings Limited (“Parent”), and Thanos MergerSub Limited (“Merger Sub”), (b) the form of Statutory Merger Agreement (as it may be amended from time to time) by and among Triton, BIPC, Parent, and Merger Sub, pursuant to which Merger Sub will merge with and into Triton (the “Merger”), and (c) the transactions contemplated thereby, including the Merger. 2. Compensation Proposal – To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Triton’s named ! ! ! executive officers in connection with the Merger. 3. Adjournment Proposal – To adjourn the Special General Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient ! ! ! votes to approve the Merger Proposal at the Special General Meeting. NOTE: Proposals to be voted on at the meeting include such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

LOGO

Important Notice Regarding the Availability of Proxy Materials for the Special General Meeting: The Proxy Statement/Joint Prospectus is available at www.proxyvote.com. V20200-S69809 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 24, 2023 The undersigned hereby appoint(s) Brian M. Sondey, Michael S. Pearl and Carla Heiss as proxies, each with full power of substitution, to represent and vote as designated all common shares of Triton International Limited held of record by the undersigned on July 3, 2023 at the Special General Meeting of Shareholders of Triton International Limited to be held virtually, at 12:00 p.m., Eastern Daylight Time, on August 24, 2023 with authority to vote upon the matters listed on this proxy card and with discretionary authority as to any other matters that may properly come before the meeting or any adjournment or postponement thereof. SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER IN THE SPACE PROVIDED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3 IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. IF ANY OTHER BUSINESS SHOULD PROPERLY BE BROUGHT BEFORE THE SPECIAL GENERAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, THE PERSONS NAMED AS PROXIES WILL VOTE ON SUCH MATTERS IN ACCORDANCE WITH THEIR JUDGMENT. PLEASE ACT PROMPTLY SIGN, DATE AND MAIL YOUR PROXY CARD TODAY Continued and to be signed on reverse side

Exhibit 99.2

PRELIMINARY — SUBJECT TO COMPLETION

 

LOGO

TRITON INTERNATIONAL LIMITED VICTORIA PLACE, 5TH FLOOR 31 VICTORIA STREET HAMILTON HM 10, BERMUDA SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting—Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/TRTN2023SM You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V20201-S69809 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY TRITON INTERNATIONAL LIMITED The Board of Directors unanimously recommends you vote FOR Proposals 1 and 2. For Against Abstain 1. Merger Proposal – To approve and adopt (a) the Agreement and Plan of Merger (as it may be amended from time to time), by and among ! ! ! Triton International Limited (“Triton”), Brookfield Infrastructure Corporation (“BIPC”), Thanos Holdings Limited (“Parent”), and Thanos MergerSub Limited (“Merger Sub”), (b) the form of Statutory Merger Agreement (as it may be amended from time to time) by and among Triton, BIPC, Parent, and Merger Sub, pursuant to which Merger Sub will merge with and into Triton (the “Merger”), and (c) the transactions contemplated thereby, including the Merger. 2. Adjournment Proposal – To adjourn the Special General Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient ! ! ! votes to approve the Merger Proposal at the Special General Meeting. NOTE: Proposals to be voted on at the meeting include such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

LOGO

Important Notice Regarding the Availability of Proxy Materials for the Special General Meeting: The Proxy Statement/Joint Prospectus is available at www.proxyvote.com. V20202-S69809 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 24, 2023 The undersigned hereby appoint(s) Brian M. Sondey, Michael S. Pearl and Carla Heiss as proxies, each with full power of substitution, to represent and vote as designated all preference shares of Triton International Limited held of record by the undersigned on July 3, 2023 at the Special General Meeting of Shareholders of Triton International Limited to be held virtually, at 12:00 p.m., Eastern Daylight Time, on August 24, 2023 with authority to vote upon the matters listed on this proxy card and with discretionary authority as to any other matters that may properly come before the meeting or any adjournment or postponement thereof. SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER IN THE SPACE PROVIDED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 AND 2 IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. IF ANY OTHER BUSINESS SHOULD PROPERLY BE BROUGHT BEFORE THE SPECIAL GENERAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF, THE PERSONS NAMED AS PROXIES WILL VOTE ON SUCH MATTERS IN ACCORDANCE WITH THEIR JUDGMENT. PLEASE ACT PROMPTLY SIGN, DATE AND MAIL YOUR PROXY CARD TODAY Continued and to be signed on reverse side

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