UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-39250
BROOKFIELD INFRASTRUCTURE HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
250 Vesey
Street, 15th Floor
New York, New York 10281
(212) 417-7000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Class A Exchangeable Subordinate Voting Shares, no par value
(Title of each class of securities covered by this Form)
None
(Titles of all
other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the
box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
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Rule 12g-4(a)(1) |
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Rule 12g-4(a)(2) |
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Rule 12h-3(b)(1)(i) |
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Rule 12h-3(b)(1)(ii) |
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Rule 15d-6 |
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Rule 15d-22(b) |
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Approximate number of holders of record as of the certification or notice date: Four (4)*
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This Form 15 relates solely to the reporting obligations of Brookfield Infrastructure Holdings Corporation
(formerly Brookfield Infrastructure Corporation) (Old BIPC) with respect to its class A exchangeable subordinate voting shares (Old Class A Shares) and does not affect the reporting obligations of Brookfield
Infrastructure Corporation (formerly 1505109 B.C. Ltd.) (New BIPC) as the successor issuer to Old BIPC pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the
Exchange Act). |
On December 24, 2024, pursuant to an arrangement agreement dated as of October 9,
2024, Old BIPC and New BIPC completed an arrangement under the Business Corporations Act (British Columbia), pursuant to which, among other things, (i) Old BIPCs articles were amended to create class A.1 exchangeable subordinate voting
shares (Class A.1 Shares) and class A.2 exchangeable non-voting shares (Class A.2 Shares); (ii) New BIPC transferred Old Class A Shares that it received from existing
public shareholders (other than Brookfield and its subsidiaries (the Brookfield Group)) to Old BIPC in exchange for Class A.1 Shares; (iii) the Brookfield Group transferred its Old Class A Shares to Old BIPC in exchange
for Class A.2 Shares; (iv) the Old Class A Shares were delisted and cancelled; (v) the class A exchangeable voting shares of New BIPC were listed on the Toronto Stock Exchange and the New York Stock Exchange; and (vi) New
BIPC became a successor issuer to Old BIPC pursuant to Rule 12g-3(a) under the Exchange Act.
Pursuant to the requirements of the Securities Exchange Act of 1934, Brookfield Infrastructure Holdings Corporation has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
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Date: January 29, 2025 |
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BROOKFIELD INFRASTRUCTURE HOLDINGS CORPORATION |
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By: |
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/s/ Chloe Berry |
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Name: Chloe Berry |
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Title: Senior Vice President |