Registration of Securities of a Foreign Private Issuer — Form 20-F Filing Table of Contents
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20FR12B — Registration of Securities of a Foreign Private Issuer
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
o
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number:
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
Bermuda
(Jurisdiction of incorporation or organization)
Cannon’s Court
22 Victoria Street,
Hamilton, HM 12, Bermuda
(Address of principal executive office)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Name of each exchange on which registered
Limited Partnership Units
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common
stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes o
No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes o
No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated
filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 o
Item 18 þ
If this is an annual report, indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
Yes o
No þ
PRELIMINARY NOTE
This registration statement on Form 20-F is being filed with the United States Securities and
Exchange Commission (“SEC”) by Brookfield Infrastructure Partners L.P. (“our partnership”) in
connection with its intended application to have its limited partnership units listed on the New
York Stock Exchange. Our partnership is filing the prospectus, filed as Exhibit 12.1 to this
registration statement, with the provincial and territorial securities regulatory authorities in
Canada to enable our partnership to become a reporting issuer pursuant to applicable securities
legislation in those provinces and territories, notwithstanding the fact that no sale of any
securities is contemplated. This registration statement references the sections of the prospectus
in which the information required to be included in this registration statement in response to the
items of Form 20-F is located, which sections are hereby incorporated herein by reference. For the
purposes of this registration statement, only those portions of the prospectus specifically
referenced herein shall be deemed filed with the SEC as part of this registration statement and the
balance of the prospectus shall be deemed not filed with the SEC. Unless otherwise indicated,
references in this registration statement to page numbers are to pages of the prospectus.
2
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
See
the information contained in the Prospectus under
“Governance” beginning on page 70,
“Management and Our Master Services Agreement — Our
Management” beginning on page 75, “Legal
Matters” on page 123, and “Independent Registered Chartered
Accountants” on page 123. The address of Torys LLP, our Canadian counsel, is
79 Wellington Street West, Suite 3000, Box 270, TD Centre, Toronto, Ontario, Canada M5K 1N2. The
address of Wilson & Partners LLP, our special Canadian counsel, is Suite 2900-100, Royal Trust
Tower, Toronto Dominion Centre, Toronto, Ontario, Canada M5K 1G8. The address of Weil, Gotshal &
Manges LLP, our United States counsel, is 767 Fifth Avenue, New York, New York10153.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable because this Form 20-F is filed as a registration statement under the
Securities Exchange Act of 1934 (the “Exchange Act”).
ITEM 3. KEY INFORMATION
Selected Financial Data
See the selected financial data beginning on page 7 of the Prospectus under “Summary —
Summary of Selected Financial Information.” The selected financial data should be read in
conjunction with the information under “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on page 37 of the Prospectus and the audited divisional
combined financial statements of Brookfield Infrastructure Division and the notes thereto
contained on pages F-12 through F-25 of the Prospectus and
the unaudited divisional combined financial statements of
Brookfield Infrastructure Division and the notes thereto contained
on pages F-26 through F-35.
Capitalization and Indebtedness
See
the capitalization table on page 36 of the Prospectus under “Capitalization”.
Risk Factors
See the description of material risks affecting our business, financial condition, results of
operations and prospects contained in the Prospectus under “Risk
Factors” beginning on page 9 of
the Prospectus.
See the information contained in the Prospectus under “Summary” beginning on page 1,
“Business” beginning on page 62 and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” beginning on page 37 of the Prospectus.
3
Business Overview
See the information contained in the Prospectus under “Summary” beginning on page 1, “Risk
Factors — Risks Relating to Our Operations and the
Infrastructure Industry” beginning on page 11,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning
on page 37 and “Business” beginning on page 62 of the Prospectus.
Organizational Structure
See the information contained in the Prospectus under “Summary” beginning on page 1, “Risk
Factors — Risk Relating to Us and Our Partnership”
beginning on page 9, “Risk Factors — Risk
Relating to our Relationship with Brookfield” beginning on
page 15, “Ownership and Organizational
Structure” beginning on page 31, “The Spin-Off”
on page 33, “Management and Our Master Services
Agreement” beginning on page 75, “Relationship with
Brookfield” beginning on page 82, “Description
of Our Units and Our Limited Partnership” beginning on
page 88, “Description of the Infrastructure
Partnership Limited Partnership Agreement” beginning on
page 97, “Security Ownership” beginning on
page 104 and “Promoter” on page 123.
Property, Plant and Equipment
See the information contained in the Prospectus under “Risk Factors — Risks Relating to Our
Operations and the Infrastructure Industry — Risks Relating to Our Electricity Transmission
Operations — Our electricity transmission operations may require substantial capital investment and
maintenance expenditures in the future” on page 13,
“— Our electricity transmission operations may
engage in development projects which may expose us to various risks associated with construction”
beginning on page 13, “— Risks Relating to Our
Timber Operations — A variety of factors may
restrict or limit harvesting by our timber operations” beginning
on page 14, “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page 37 and
“Business” beginning on page 62 of the Prospectus.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
See the information contained in the Prospectus under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on
page 37, which should be read in
conjunction with the audited divisional combined financial statements of Brookfield
Infrastructure Division beginning on page F-12 of the Prospectus.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.
Directors and Senior Management
See
information contained in the Prospectus under “Governance”
beginning on page 70, “Risk
Factors — Risks Relating to our Relationship with
Brookfield” beginning on page 15, “Management
and our Master Services Agreement” beginning on page 75 and “Relationship with Brookfield”
beginning on page 82 of the Prospectus.
Compensation
See
the information contained in the Prospectus under
“Governance” beginning on page 70, and
“Management and our Master Services Agreement” beginning on
page 75 of the Prospectus.
4
Board Practices
See
the information contained in the Prospectus under
“Governance” beginning on page 70.
Employees
See
the information contained in the Prospectus under “Business
— Employees” on page 68.
Share Ownership
See the information contained in the Prospectus under “Security Ownership” beginning on page
104.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
See the information contained in the Prospectus under the headings “Risk Factors — Risks
Relating to our Relationship with Brookfield” beginning on page
15, “Governance” beginning on page
70, “Management and our Master Services Agreement”
beginning on page 75, “Relationship with
Brookfield” beginning on page 82 and “Security
Ownership” on page 104.
Related Party Transactions
See the information contained in the Prospectus under “Risk Factors — Risks Relating to our
Relationship with Brookfield” beginning on page 15,
“Governance” beginning on page 70, “Management
and our Master Services Agreement” beginning on page 75, “Relationship with Brookfield” beginning
on page 82, “The Spin-Off” on page 33, “Security
Ownership” on page 104 and “Promoter” on page 123.
Interests of experts and counsel
See
the information contained in the Prospectus under “Legal
Matters” on page 123.
ITEM 8. FINANCIAL INFORMATION
See Item 18 (Financial Statements) below. See also the information under “Distribution Policy”
on page 34.
ITEM 9. THE OFFER AND LISTING
See
the information contained in the Prospectus under “The
Spin-Off” on page 33, “Listing of
Our Units” on page 34 and “Description of Our Units and Our Limited Partnership Agreement”
beginning on page 88.
ITEM 10. ADDITIONAL INFORMATION
Share Capital
See
the information contained in the Prospectus under “The
Spin-off” beginning on page 33,
“Description of Our Units and Our Limited Partnership
Agreement” beginning on page 88 and “Security
Ownership” on page 104.
See the information contained in the Prospectus under “Risk Factors — Risk Relating to Our
Relationship with Brookfield” beginning on page 15,
“Governance” on page 70, “Management and Our
Master Services Agreement” beginning on page 75, “Relationship with Brookfield” beginning on page
82, “Description of Our Units and Our Limited Partnership
Agreement” beginning on page 88 and
“Description of the Infrastructure Partnership Limited
Partnership Agreement” beginning on page 97.
Reference is also made to our limited partnership agreement and the Infrastructure limited
partnership agreement filed as exhibits 1.2 and 4.1, respectively, to this Registration Statement.
See
the information contained on page 124 of the Prospectus under “Material Contracts”.
Exchange Controls
There are currently no governmental laws, decrees, regulations or other legislation of Bermuda
or the United States which restrict the import or export of capital or the remittance of dividends,
interest or other payments to non-residents of Bermuda or the United States holding the Company’s
securities, except as otherwise described in the Prospectus under “Certain Tax Considerations”
beginning on page 105.
Taxation
See the information contained in the Prospectus under “Risk Factors — Risks Relating to
Taxation” beginning on page 20 and “Certain Tax
Considerations” beginning on page 105.
Dividends and Paying Agents
See
the information contained on page 34 of the Prospectus under “Distribution Policy” and on
page 35 under “Distribution Reinvestment Plan”.
Statement by Experts
See the Auditor’s Consents on page F-2 of the Prospectus and the information contained on page
123 of the Prospectus under “Independent Registered Chartered Accountants”.
Documents on Display
See
the information contained on page 124 of the Prospectus under “Additional Information”.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See the information contained in the Prospectus under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on page
37.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
6
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Not applicable because this Form 20-F is filed as a registration statement under the Exchange
Act.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Not applicable because this Form 20-F is filed as a registration statement under the Exchange
Act.
ITEM 16B. CODE OF ETHICS
Not applicable because this Form 20-F is filed as a registration statement under the Exchange
Act.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not applicable because this Form 20-F is filed as a registration statement under the Exchange
Act.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable because this Form 20-F is filed as a registration statement under the Exchange
Act.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
PART III
ITEM 17. FINANCIAL STATEMENTS
We have responded to Item 18 in lieu of responding to this item.
ITEM 18. FINANCIAL STATEMENTS
See
the financial statements contained on pages F-1 through F-180 of the
Prospectus and the Unaudited Pro Forma Financial Statements of the
Infrastructure Partnership continued on pages 50 through 59 of the
Prospectus.
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F
and that it has duly caused and authorized the undersigned to sign this registration statement on
its behalf.
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
by its general partner, Brookfield Infrastructure Partners Limited
Certificate of registration of Brookfield Infrastructure Partners L.P.*
1.2
Limited partnership agreement of Brookfield Infrastructure Partners L.P.*
2.1
Equity commitment, by and among Brookfield Asset Management, Brookfield Operating
Partners L.P. and the Infrastructure GP L.P.**
4.1
Limited partnership agreement for Brookfield Operating Partners L.P.**
4.2
Master Services Agreement, by and among Brookfield Asset Management Inc., Brookfield
Infrastructure Partners L.P., Brookfield Infrastructure L.P., Brookfield Infrastructure
Manager Inc. and Brookfield Asset Management Barbados Inc.**
4.3
Relationship agreement, by and among Brookfield Infrastructure Partners L.P.,
Brookfield Infrastructure Partners Limited, Brookfield Operating Partners L.P.,
Infrastructure GP L.P. and Brookfield Asset Management Inc.**
4.4
Registration rights agreement, by and among Brookfield Infrastructure Partners L.P.,
Brookfield Infrastructure Partners Limited and Brookfield Asset Management Inc.**
4.5
Licensing agreement, by and among Brookfield Infrastructure Partners L.P., Brookfield
Infrastructure Partners Limited and Brookfield Asset Management Inc.**
4.6
Master Purchase Agreement, dated June 18, 2007, between Brookfield Infrastructure
Partners Limited and Brookfield Asset Management Inc.*
8.1
List of all subsidiaries of Brookfield Infrastructure Partner L.P. (incorporated by
reference to the information contained in Exhibit 12.1 of this registration statement
under the heading “Ownership and Organizational Structure”).
12.1
Preliminary prospectus, dated July 26, 2007, of Brookfield Infrastructure Partners L.P.*
