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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/05/24 Brookfield Infrastructure Par… LP F-3ASR 4/05/24 9:747K Toppan Merrill/FA BIP Bermuda Holdings I Ltd. Brookfield Infrastructure LLC Brookfield Infrastructure Holdings (Canada) Inc. Brookfield Infrastructure Finance ULC Brookfield Infrastructure L.P. BIPC Holdings Inc. |
Document/Exhibit Description Pages Size 1: F-3ASR Automatic Shelf Registration Statement by a HTML 450K Well-Known Foreign Issuer 2: EX-5.1 Opinion of Counsel re: Legality HTML 68K 3: EX-5.2 Opinion of Counsel re: Legality HTML 24K 4: EX-22.1 Published Report re: Matters Submitted to a Vote HTML 8K of Security Holders 5: EX-23.1 Consent of Expert or Counsel HTML 7K 6: EX-23.2 Consent of Expert or Counsel HTML 7K 7: EX-25.1 Statement of Eligibility to Act as a Trustee HTML 59K 8: EX-25.2 Statement of Eligibility to Act as a Trustee HTML 58K 9: EX-FILING FEES Filing Fees HTML 25K
tm2410238-1_f3asr - none - 4.2187661s |
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Bermuda
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Not applicable
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
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Brookfield Infrastructure LLC
Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000 |
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(Address and Telephone Number of
Registrant’s Principal Executive Offices) |
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(Name, Address and Telephone Number
of Agent For Service) |
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Exact Name of
Co-Registrant as Specified in its Charter |
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State or Other
Jurisdiction of Incorporation or Organization |
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IRS
Employer ID Number |
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Address and Telephone
Number of Principal Executive Office |
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Name, Address and
Telephone Number of Agent for Service |
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Brookfield Infrastructure L.P. | | |
Bermuda
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98-0550560
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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BIP Bermuda Holdings I Limited | | |
Bermuda
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98-0564348
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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Brookfield Infrastructure Finance ULC | | |
Alberta
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98-1231205
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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Brookfield Infrastructure Holdings (Canada) Inc. | | |
Ontario
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98-0619542
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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Brookfield Infrastructure LLC | | |
Delaware
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N/A
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Not Applicable
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BIPC Holdings Inc. | | |
Ontario
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N/A
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Brookfield Infrastructure LLC Brookfield Place 250 Vesey Street, 15th Floor New York, New York 10281-1023 (212) 417-7000
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Page
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| | | | ii | | | |
| | | | iii | | | |
| | | | vi | | | |
| | | | vi | | | |
SUMMARY | | | | | 1 | | |
| | | | 3 | | | |
| | | | 3 | | | |
CAPITALIZATION | | | | | 3 | | |
| | | | 4 | | | |
| | | | 4 | | | |
| | | | 4 | | | |
| | | | 5 | | | |
| | | | 13 | | | |
| | | | 14 | | | |
| | | | 14 | | | |
| | | | 15 | | | |
EXPERTS | | | | | 15 | | |
EXPENSES | | | | | 16 | | |
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Year Ended December 31, 2023
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(in millions of US dollars)
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Issuer and
Guarantors total |
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Transactions with
non-Issuer, non-Guarantor subsidiaries |
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Transactions with
other related parties |
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Statement of Income Data | | | | | | | | | | | | | | | | | | | |
Revenues(1) | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Gross profit
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| | | | — | | | | | | — | | | | | | — | | |
Other income(2)
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| | | | 1,751 | | | | | | 1,751 | | | | | | — | | |
Net income
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| | | | 1,489 | | | | | | 1,744 | | | | | | (255) | | |
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As of December 31, 2023
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(in millions of US dollars)
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Issuers and
Guarantors total |
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Amounts due
from/payable to non-Issuer/ non-Guarantor subsidiaries |
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Amounts due
from/payable to other related parties |
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Balance Sheet Data | | | | | | | | | | | | | | | | | | | |
Current assets
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| | | $ | 609 | | | | | $ | 609 | | | | | $ | — | | |
Total assets(1)
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| | | | 3,593 | | | | | | 3,593 | | | | | | — | | |
Current liabilities
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| | | | 6,524 | | | | | | 6,455 | | | | | | 69 | | |
Total liabilities
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| | | | 6,696 | | | | | | 6,612 | | | | | | 84 | | |
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SEC registration fee
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| | | $ | * | | |
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Blue sky fees and expenses
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| | | | ** | | |
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NYSE listing fees
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| | | | ** | | |
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Trustee and transfer agent fees
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| | | | ** | | |
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Printing and engraving costs
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| | | | ** | | |
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Legal fees and expenses
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| | | | ** | | |
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Accounting fees and expenses
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| | | | ** | | |
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Miscellaneous
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| | | | ** | | |
| Total | | | | $ | ** | | |
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Exhibit
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Description
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1.1*
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| | Form of Underwriting Agreement | |
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4.1(1)
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4.2(2)
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4.3(3)
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4.4(4)
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4.5(5)
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4.6(6)
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4.7(7)
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Exhibit
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Description
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4.8(8)
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Indenture dated May 24, 2021, by and among Brookfield Infrastructure Finance ULC as the issuer, Brookfield Infrastructure Partners L.P., as guarantor, the other guarantors party thereto, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company N.A., as U.S. trustee (the “Alberta Finco Indenture”).
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4.9(9)
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Indenture dated January 21, 2022, by and among BIP Bermuda Holdings I Limited, Brookfield Infrastructure Partners L.P., as guarantor, the other guarantors party thereto, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company, N.A., as U.S. trustee (the “Bermuda Holdco Indenture”).
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4.10*
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| | Form of Note for Debt Securities | |
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4.11*
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| | Form of Preferred LP Unit Certificate | |
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5.1
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5.2
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22.1
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23.1
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23.2
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23.3
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23.4
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24.1
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25.1
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25.2
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107
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Signature
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Title
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/s/ Samuel Pollock
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Chief Executive Officer of Brookfield
Infrastructure Group L.P., service provider of Brookfield Infrastructure Partners L.P. (Principal Executive Officer) |
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/s/ David Krant
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Chief Financial Officer of Brookfield
Infrastructure Group L.P., service provider of Brookfield Infrastructure Partners L.P. (Principal Financial and Accounting Officer) |
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/s/ Anne Schaumburg
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Chair of the Board of Directors of
Brookfield Infrastructure Partners L.P. |
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/s/ Jeffrey Blidner
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Director of
Brookfield Infrastructure Partners L.P. |
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/s/ William Cox
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Director of
Brookfield Infrastructure Partners L.P. |
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Signature
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Title
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/s/ Roslyn Kelly
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Director of
Brookfield Infrastructure Partners L.P. |
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Director of
Brookfield Infrastructure Partners L.P. |
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/s/ Suzanne Nimocks
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Director of
Brookfield Infrastructure Partners L.P. |
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/s/ Rajeev Vasudeva
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Director of
Brookfield Infrastructure Partners L.P. |
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Signature
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Title
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/s/ Samuel Pollock
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Chief Executive Officer of
Brookfield Infrastructure Finance ULC (Principal Executive Officer) |
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/s/ David Krant
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Senior Vice President and Chief Financial Officer of
Brookfield Infrastructure Finance ULC (Principal Financial and Accounting Officer) |
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/s/ Anne Schaumburg
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Director of
Brookfield Infrastructure Finance ULC |
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/s/ Jeffrey Blidner
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Director of
Brookfield Infrastructure Finance ULC |
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Director of
Brookfield Infrastructure Finance ULC |
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| | | | BIP BERMUDA HOLDINGS I LIMITED | | |||
| | | | By: | | |
/s/ Jane Sheere
Jane Sheere
Secretary |
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Signature
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Title
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/s/ Terry Gittens
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Vice President, as Chief Executive Officer and
Director of BIP Bermuda Holdings I Limited (Principal Executive Officer) |
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/s/ Michelle Jacobs
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Vice President, as Chief Financial Officer of
BIP Bermuda Holdings I Limited (Principal Financial and Accounting Officer) |
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/s/ Gregory Morrison
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Director of
BIP Bermuda Holdings I Limited |
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/s/ James Bodi
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Director of
BIP Bermuda Holdings I Limited |
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| | | | BROOKFIELD INFRASTRUCTURE L.P., by its managing general partner, BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED | | |||
| | | | By: | | |
/s/ Jane Sheere
Jane Sheere
Secretary |
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Signature
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Title
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/s/ Samuel Pollock
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Chief Executive Officer of
Brookfield Infrastructure Group L.P., service provider of Brookfield Infrastructure L.P. (Principal Executive Officer) |
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/s/ David Krant
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Chief Financial Officer of
Brookfield Infrastructure Group L.P., service provider of Brookfield Infrastructure L.P. (Principal Financial and Accounting Officer) |
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/s/ Anne Schaumburg
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Director of
Brookfield Infrastructure Partners Limited |
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/s/ Jeffrey Blidner
|
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Director of
Brookfield Infrastructure Partners Limited |
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/s/ William Cox
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Director of
Brookfield Infrastructure Partners Limited |
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Signature
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Title
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/s/ Roslyn Kelly
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Director of
Brookfield Infrastructure Partners Limited |
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/s/ John Mullen
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Director of
Brookfield Infrastructure Partners Limited |
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Director of
Brookfield Infrastructure Partners Limited |
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/s/ Rajeev Vasudeva
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Director of
Brookfield Infrastructure Partners Limited |
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/s/ Suzanne Nimocks
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Director of
Brookfield Infrastructure Partners Limited |
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| | | | BROOKFIELD INFRASTRUCTURE HOLDINGS (CANADA) INC. | | |||
| | | | By: | | |
/s/ David Krant
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Signature
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Title
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/s/ Samuel Pollock
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Chief Executive Officer of
Brookfield Infrastructure Holdings (Canada) Inc. (Principal Executive Officer) |
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/s/ David Krant
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Senior Vice President and Chief Financial Officer of
Brookfield Infrastructure Holdings (Canada) Inc. (Principal Financial and Accounting Officer) |
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/s/ Gregory Morrison
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Director of
Brookfield Infrastructure Holdings (Canada) Inc. |
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/s/ Tim Price
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Director of
Brookfield Infrastructure Holdings (Canada) Inc. |
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/s/ Hugh Aird
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Director of
Brookfield Infrastructure Holdings (Canada) Inc. |
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| | | | BROOKFIELD INFRASTRUCTURE LLC | | |||
| | | | By: | | |
/s/ Ralph Klatzkin
Ralph Klatzkin
Vice President |
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Signature
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Title
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/s/ Fred Day
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President, as Chief Executive Officer and
Manager of Brookfield Infrastructure LLC (Principal Executive Officer) |
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/s/ Ralph Klatzkin
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Vice President, as Chief Financial Officer and
Manager of Brookfield Infrastructure LLC (Principal Financial and Accounting Officer) |
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/s/ Elisabeth Press
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Senior Vice President and Manager
of Brookfield Infrastructure LLC |
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| | | | BIPC HOLDINGS INC. | | |||
| | | | By: | | |
/s/ Aaron Kline
Aaron Kline
Director |
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Signature
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Title
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/s/ Keir Hunt
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President, as Chief Executive Officer and
Director of BIPC Holdings Inc. (Principal Executive Officer) |
| | | |
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/s/ David Krant
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Senior Vice President, as Chief Financial Officer
and Director of BIPC Holdings Inc. (Principal Financial and Accounting Officer) |
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/s/ Aaron Kline
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Director of
BIPC Holdings Inc. |
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| | | | BROOKFIELD INFRASTRUCTURE LLC | | |||
| | | | By: | | |
/s/ Ralph Klatzkin
Ralph Klatzkin
Vice-President |
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This ‘F-3ASR’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 4/5/24 | 6-K | ||
12/31/23 | 20-F | |||
12/31/22 | 20-F | |||
1/21/22 | 6-K, 8-A12B, CERT | |||
12/31/21 | 20-F | |||
5/28/21 | 6-K | |||
5/24/21 | 6-K, 8-A12B, CERT | |||
1/21/21 | 6-K, 8-A12B, CERT | |||
9/21/20 | 6-K, 8-A12B | |||
2/27/20 | 6-K | |||
9/12/18 | 6-K | |||
2/16/18 | 6-K | |||
1/31/08 | 8-K | |||
7/31/07 | 20FR12B | |||
5/21/07 | ||||
List all Filings |