As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/18/19  Brookfield Asset Management Inc.  SC 13D/A               3:313K Brookfield Infrastructure Par… LP Merrill Corp-MD/FA
          Partners Ltd
          Partners Value Investments LP

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML    160K 
                Ownership                                                        
 2: EX-8        Opinion of Counsel re: Tax Matters                  HTML     31K 
 3: EX-9        Voting Trust Agreement                              HTML     13K 

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

(Amendment No. 8)

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

 

 

1 This amount includes 73,395 limited partnership units (“Units”) of Brookfield Infrastructure Partners L.P. (the “Partnership”) owned by BIG Holdings L.P. and 176,250 Units owned by BAM Infrastructure Group L.P., each a wholly-owned subsidiary of Brookfield Asset Management Inc. (“Brookfield”). This amount also includes 100,262,992 redeemable partnership units of Brookfield Infrastructure L.P. (“RPUs”) owned by BIP REU Holdings (2015) L.P., a wholly-owned subsidiary of Brookfield, 15,562,000 RPUs owned by BIP REU Holdings (2016) L.P., a wholly-owned subsidiary of Brookfield, and 6,128,000 RPUs owned by BIP Holdings Sub LP, a wholly-owned subsidiary of Brookfield.

 

2

 

 

3

 

 

4

 

CUSIP No. G16252101

SCHEDULE 13D

 

Explanatory Note

 

This Amendment No. 8 (this “Amendment No. 8”) to Schedule 13D is being filed to reflect the closing on July 17, 2019 of the previously announced equity offering of the Partnership, which included a concurrent private placement (the “Private Placement”) to Brookfield of 6,128,000 RPUs of Brookfield Infrastructure L.P. (“Holding LP”), which are exchangeable for limited partnership units of the Partnership (the “Units”) under certain circumstances. The additional RPUs were issued to BIP Holdings Sub LP, a wholly-owned subsidiary of Brookfield.

 

Information reported in the original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment No. 8.

 

Item 2.         Identity and Background

 

Item 2 of Schedule 13D is hereby amended and supplemented as follows:

 

Schedules I, II and III hereto set forth a list of all the directors and executive officers (the “Scheduled Persons”), and their respective principal occupations, addresses, and citizenships, of each of Brookfield, PVI Management Inc., as general partner of Partners Value Investments LP (“Value Investments”), and Partners Limited (“Partners”), respectively.

 

Item 3.         Source and Amount of Funds or Other Consideration

 

Item 3 of Schedule 13D is hereby supplemented as follows:

 

In connection with the Private Placement, Brookfield and the Partnership entered into a subscription agreement, dated as of July 12, 2019 (the “Subscription Agreement”), which provided for the purchase by Brookfield of 6,128,000 RPUs, deliverable at closing on or about July 17, 2019.

 

Item 4.         Purpose of Transaction

 

Item 4 of Schedule 13D is hereby supplemented as follows:

 

The Subscription Agreement provided for the purchase by Brookfield of 6,128,000 RPUs for the purpose of increasing its investment in the Partnership.

 

Item 5.         Interest in Securities of the Issuer

 

Items 5(a)—(b) of Schedule 13D are hereby amended as follows:

 

(a)-(b)                  As of the date hereof, Value Investments may be deemed to be the beneficial owner of 1,163,986 Units, and such Units constitute approximately 0.4% of the issued and outstanding Units based on the number of Units outstanding as of July 17, 2019. Assuming that all of the redeemable partnership units of Holding LP were exchanged for Units pursuant to the redemption-exchange mechanism, as of the date hereof, Brookfield may be deemed to be the beneficial owner of 122,202,637 Units and Partners may be deemed to be the beneficial owner of 123,404,725 Units, and such Units would constitute approximately 29.4% and 29.7%, respectively, of the issued and outstanding Units based on the number of Units outstanding as of July 17, 2019. The Units deemed to be beneficially owned by Partners include 38,102 Units owned by Partners and the Units deemed to be beneficially owned by each of Brookfield and Value Investments. Brookfield may hold the Units directly or in one or more wholly-owned subsidiaries. Partners may be deemed to have shared power (with each of Brookfield and Value Investments) to vote or direct

 

5

 

the vote of the Units beneficially owned by it or to dispose of such Units other than 38,102 Units with respect to which it has sole voting and investment power.

 

Item 5(c) of Schedule 13D is hereby amended as follows:

 

(c)                                      During the past sixty (60) days, Value Investments has sold Units in open-market transactions or block trades reported on the Toronto Stock Exchange. The transaction dates, number of Units sold and prices per Unit during that period are as follows:

 

Date		Units Sold		Price Per Unit (before commission) (in U.S. dollars)
5/21/2019		26,500		$	41.5945
5/22/2019		30,000		$	41.6142
5/23/2019		59,900		$	41.8867
5/24/2019		24,800		$	42.2219
5/27/2019		47,200		$	42.3553
5/28/2019		39,700		$	42.7719
5/29/2019		26,600		$	42.1836
5/30/2019		35,000		$	41.6540
5/31/2019		50,000		$	41.3308
6/3/2019		11,486		$	41.3139
6/24/2019		126,600		$	42.5233
6/25/2019		111,400		$	42.0795
6/26/2019		206,500		$	42.3631
6/27/2019		55,500		$	42.5611

 

Item 7.         Material to be Filed as Exhibits.

 

Exhibit 8		Subscription Agreement dated July 12, 2019 by and between Brookfield Asset Management Inc. and Brookfield Infrastructure L.P.
Exhibit 9		Joint Filing Agreement, dated July 17, 2019, among Brookfield Asset Management Inc., Partners Limited, and Partners Value Investments LP.

 

6

 

CUSIP No. G16252101

SCHEDULE 13D

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies as to itself that the information set forth in this statement is true, complete and correct.

 

Dated:  July 17, 2019

 

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ Kathy Sarpash
		Name:	Kathy Sarpash
		Title:	Vice President
	PARTNERS VALUE INVESTMENTS LP, by its general partner, PVI MANAGEMENT INC.
	By:	/s/ C. Leslie Yuen
		Name:	C. Leslie Yuen
		Title:	Director, Finance
	PARTNERS LIMITED
	By:	/s/ Brian Lawson
		Name:	Brian Lawson
		Title:	President

 

7

 

SCHEDULE I

 

BROOKFIELD ASSET MANAGEMENT INC.

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
M. Elyse Allan, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Former President and Chief Executive Officer of General Electric Co.		U.S.A. and Canada
Jeffrey M. Blidner, Vice Chairman and Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Vice Chairman of Brookfield		Canada
Angela F. Braly, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Former Chair, President and Chief Executive Officer of WellPoint Inc.		U.S.A.
Jack L. Cockwell, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Marcel R. Coutu, Director		Suite 1700, 335 8th Ave. S.W., Calgary, Alberta T2P 1C9 Canada		Former President and Chief Executive Officer of Canadian Oil Sands Limited		Canada
Murilo Ferreira, Director		Rua General Venãncio Flores, 50 Cob 01, Leblon Rio de Janeiro		Former Chief Executive Officer of Vale SA		Brazil
J. Bruce Flatt, Director and Managing Partner and Chief Executive Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner and Chief Executive Officer of Brookfield		Canada
Robert J. Harding, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Former Chair of Brookfield		Canada
Maureen Kempston Darkes, Director		10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7		Corporate Director and former President, Latin America, Africa and Middle East, General Motors Corporation		Canada
Brian W. Kingston, Managing Partner		250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.		Managing Partner of Brookfield		Canada
Brian D. Lawson, Director, Managing Partner and Chief Financial Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Director, Managing Partner and Chief Financial Officer of Brookfield		Canada
Cyrus Madon, Managing Partner		181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of Brookfield		Canada

 

8

 

Frank J. McKenna, Director		TD Bank Group, P.O. Box 1, TD Centre, 66 Wellington St. West, 4th Floor, TD Tower, Toronto, Ontario M5K 1A2, Canada		Chair of Brookfield and Deputy Chair of TD Bank Group		Canada
Rafael Miranda, Director		C/Principe de Viana 9 28023 Madrid, Spain		Corporate Director and Former Chief Executive Officer of Endesa, S.A.		Spain
Timothy Price, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman, Brookfield Funds		Canada.
Lord Augustine Thomas O’Donnell, Director		Frontier Economics 71 High Holborn, London U.K. WC1V 6DA		Chairman of Frontier Economics and senior advisor to Brookfield in Europe		United Kingdom
Lori Pearson, Managing Partner and Chief Operating Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner and Chief Operating Officer of Brookfield		Canada
Samuel J.B. Pollock, Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of Brookfield		Canada
Seek Ngee Huat, Director		501 Orchard Road, #08 — 01 Wheelock Place, Singapore 238880		Former Chair of the Latin American Business Group, Government of Singapore Investment Corporation		Singapore
Sachin G. Shah, Managing Partner		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of Brookfield		Canada
Diana L. Taylor, Director		c/o Bloomberg Philanthropies 25 East 78th Street New York, N.Y. 10075		Former Vice Chair, Solera Capital LLC		U.S.A. and Canada
Justin Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner, Head of Corporate Strategy and Chief Legal Officer of Brookfield		Canada

 

9

 

SCHEDULE II

 

PVI MANAGEMENT INC., as General Partner of

PARTNERS VALUE INVESTMENTS LP

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
James L.R. Kelly, Director		Hwy.#26, West at 7th Line, P.O. Box 3394, Meaford, Ontario N4L 1A5		President at Earth Power Traction and Equipment Inc.		Canada
Edward C. Kress, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1		Corporate Director		Canada
Brian D. Lawson, Director, President and Chief Executive Officer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Director, Managing Partner and Chief Financial Officer of Brookfield		Canada
Frank N.C. Lochan, Chairman		15 Ennisclare Dr. E., Oakville, Ontario L6J 4N3		Corporate Director		Canada
Ralph J. Zarboni, Director		Rossiter Ventures Corporation 7357 Woodbine Ave., Suite 412 Markham, Ontario L3R 6L3		President of Rossiter Ventures Corporation		Canada
C. Leslie Yuen, Director, Finance		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Director, Finance of BAM		Canada
Loretta Corso, Corporate Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Administrator, Corporate Secretary of Brookfield		Canada
Bryan Sinclair, Senior Associate		Bay Adelaide Centre, 333 Bay Street, Suite 1610, Toronto, Ontario M5H 2R2		Vice President at Trisura Group Ltd.		Canada

 

10

 

SCHEDULE III

 

PARTNERS LIMITED

 

Name and Position of Officer or Director		Principal Business Address		Principal Occupation or Employment		Citizenship
Jack. L. Cockwell, Director and Chairman		51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada		Corporate Director		Canada
Brian W. Kingston, Director		250 Vesey Street, 15th Floor, New York, NY 10281-1023 U.S.A.		Managing Partner of Brookfield		Canada
Brian D. Lawson, Director and President		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Director, Managing Partner and Chief Financial Officer of Brookfield		Canada
Timothy Price, Director		51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada		Chairman, Brookfield Funds		Canada
Cyrus Madon, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of Brookfield		Canada
Samuel J.B. Pollock, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of Brookfield		Canada
Sachin G. Shah, Director		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Managing Partner of Brookfield		Canada
Lisa Chu, Treasurer		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Senior Vice President of Brookfield		Canada
Loretta Corso, Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Administrator, Corporate Secretary of Brookfield		Canada
Brad Rusheleau, Assistant Secretary		181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada		Manager of Brookfield		Canada

 

11