Brookfield Corp Files SC 13D/A for Brookfield Infrastructure

TL;DR

Brookfield Corp updated its 13D filing for Brookfield Infrastructure Corp. Watch for potential moves.

AI Summary

Brookfield Corp filed an SC 13D/A on October 11, 2024, related to Brookfield Infrastructure Corp. This filing indicates a change in beneficial ownership or control. The filing is an amendment to a previous filing, suggesting ongoing activity or adjustments to their holdings in Brookfield Infrastructure Corp.

Why It Matters

This filing signals potential shifts in control or significant stake changes in Brookfield Infrastructure Corp, which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — SC 13D filings often indicate significant stake-building or changes in control, which can lead to volatility.

Key Players & Entities

• Brookfield Corp (company) — Filer of the SC 13D/A
• Brookfield Infrastructure Corp (company) — Subject company of the SC 13D/A
• 20241011 (date) — Filing date of the SC 13D/A

FAQ

Filing Documents

• d881626dsc13da.htm (SC 13D/A) — 107KB
• 0001193125-24-236804.txt ( ) — 109KB

Purpose of Transaction

Item 4. Purpose of Transaction .

of the original Schedule 13D is hereby supplemented as follows

Item 4 of the original Schedule 13D is hereby supplemented as follows: On October 9, 2024, BIPC, BIP (collectively with BIPC, Brookfield Infrastructure ), Brookfield and 1505109 B.C. Ltd. (the New Corporation ) entered into an arrangement agreement (the Arrangement Agreemen t ) to implement a reorganization (the Arrangement ) that maintains the benefits of Brookfield Infrastructures business structure, while addressing proposed amendments to the Income Tax Act (Canada) that are expected to result in additional costs to BIPC if no action is taken. The Arrangement is expected to be tax-deferred for the vast majority of investors, including Canadian and U.S. shareholders. Following the Arrangement, BIPC shareholders will continue to own an economically equivalent security that provides the same economic benefits and governance as investing in Brookfield Infrastructure today. The Arrangement will be implemented pursuant to a court-approved plan of arrangement and will require shareholder approval. A management information circular outlining the transaction in detail is expected to be mailed to BIPC shareholders at the end of October, in advance of a special meeting of shareholders (the Meeting ) to be held virtually on December 3, 2024 at 8:00 a.m. (Eastern time). Shareholders of record as of the close of business on October 21, 2024 will be entitled to vote at the Meeting. Subject to the receipt of court and shareholder approval, and the satisfaction of certain other customary conditions, it is anticipated that the Arrangement will be completed in the fourth quarter of 2024. The newly issued class A exchangeable subordinate voting shares are expected to be listed on the Toronto Stock Exchange and New York Stock Exchange under the symbol BIPC. After giving effect to the Arrangement, Brookfield and its subsidiaries are expected to own or exercise control or direction over approximately 13,012,789 class A.2 exchangeable non-voting shares of BIPC ( Class A.2 Shares )

(a)-(c) of the original Schedule 13D is hereby amended as follows

Item 5(a)-(c) of the original Schedule 13D is hereby amended as follows: (a)-(b) The information relating to the beneficial ownership of the Class A Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentage of Class A Shares of the Issuer is based on an aggregate of 132,023,562 Class A Shares outstanding as of October 9, 2024. (c) Except as described herein, there have been no transactions by the Reporting Persons in the Class A Shares during the past 60 days. Item6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

of the original Schedule 13D is hereby amended and supplemented as follows

Item 6 of the original Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 4 is hereby incorporated by reference. As of October 9, 2024, Brookfield and BIP hold an approximate 77.5% voting interest in the Issuer, BIP may receive up to approximately 132,023,562 Class A Shares in accordance with the terms of the Class A Shares and Brookfield may receive up to approximately 119,010,773 Class A Shares in accordance with the terms of the Rights Agreement.

Materials to Be Filed as Exhibits

Item 7. Materials to Be Filed as Exhibits .

of the original Schedule 13D is hereby amended and supplemented as follows

Item 7 of the original Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.9 Arrangement Agreement, dated October 9, 2024 (incorporated by reference to Exhibit 99.1 of the Issuers Form 6-K filed with the SEC on October 11, 2024).

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Dated: October 11, 2024 BROOKFIELD CORPORATION By: /s/ Swati Mandava Name: Swati Mandava Title: Managing Director, Legal and Regulatory BAM PARTNERS TRUST , by its trustee, BAM CLASS B PARTNERS INC. By: /s/ Kathy Sarpash Name: Kathy Sarpash Title: Secretary BIPC HOLDING LP, by its general partner, BIPC GP HOLDINGS INC. By: /s/ Aaron Kline Name: Aaron Kline Title: Director BIPC GP HOLDINGS INC. By: /s/ Aaron Kline Name: Aaron Kline Title: Director BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED By: /s/ James Bodi Name: James Bodi Title: Vice President BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED By: /s/ James Bodi Name: James Bodi Title: Vice President

View Full Filing

View this SC 13D/A filing on SEC EDGAR