Preliminary Prospectus Filed for $575 Million Treasury Offering of LP Units
Concurrent $375 Million Placement to Brookfield Asset Management
NOT FOR RELEASE OR DISSEMINATION IN THE UNITED STATES
All dollar references are in U.S. dollars unless noted otherwise.
Hamilton, Bermuda, October 22, 2009 – Brookfield Infrastructure Partners L.P. (the “Partnership”, and along with its related entities, “Brookfield Infrastructure”) (NYSE: BIP, TSX: BIP.UN) today announced that it has filed a preliminary short form prospectus with the securities regulatory authorities in all provinces and territories of Canada in connection with a proposed public offering of limited partnership units (“LP Units”). It is anticipated that the Partnership will issue to the public approximately $575 million in LP Units and grant the underwriters the option to purchase up to an additional 15% of the base offering size. Brookfield Asset Management Inc. (“Brookfield”) (NYSE/TSX/Euronext: BAM), which currently holds securities exchangeable for approximately 40% of the LP Units, on a fully exchanged basis, intends to purchase $375 million of securities from Brookfield Infrastructure concurrent with the proposed public offering in order to maintain its interest.
Credit Suisse Securities (Canada), Inc., RBC Dominion Securities Inc., Citigroup Global Markets Canada Inc. and HSBC Securities (Canada) Inc. will act as joint book-running managers and underwriters for the proposed public offering. The final terms of this offering will be determined by negotiation between the Partnership and the underwriters at the time of pricing which is expected to occur on or about October 29, 2009. It is anticipated that the closing of the Offering will occur on or about November 6, 2009.
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Brookfield Infrastructure Partners L.P. was established by Brookfield Asset Management to own and operate certain infrastructure assets on a global basis. Brookfield Infrastructure operates high quality, long-life assets that generate stable cash flows, require relatively minimal maintenance capital expenditures and, by virtue of barriers to entry and other characteristics, tend to appreciate in value over time. Its current business consists of the ownership and operation of premier electricity transmission systems, timberlands and social infrastructure in North and South America, the United Kingdom and Australia, and it seeks acquisition opportunities in other infrastructure sectors with similar attributes. The Partnership’s units trade on the New York and Toronto Stock Exchanges under the symbols BIP and BIP.UN, respectively. For more information, please visit the Partnership’s website at the following URL: www.brookfieldinfrastructure.com.
For more information, please contact:
Investors Relations
Michael Botha
Senior Vice President, Finance
Tel.: (416) 359-7871
Email: mbotha@brookfield.com
Media:
Denis Couture
Senior Vice President, Corporate & International Affairs
Brookfield Asset Management Inc.
Tel.:(416) 956-5189
Email: dcouture@brookfield.com
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Partnership in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom. Any public offering of any securities of the Partnership in the United States may only be made by means of a prospectus containing detailed information about the Partnership and its management as well as financial statements.
Note: This news release contains forward-looking information within the meaning of Canadian provincial securities laws and “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and in any applicable Canadian securities regulations. Forward-looking statements in this news release include statements regarding the offering of limited partnership units. The words “anticipated”, “intends”, “will”, “expected”, “tend”, “seeks” and other expressions which are predictions of or indicate future events, trends or prospects and which do not relate to historical matters identify the above mentioned and other forward-looking statements. Although the Partnership believes that these forward-looking statements and information are based upon reasonable assumptions and expectations, the reader should not place undue reliance on them, or any other forward looking statements or information in this news release. The future performance and prospects of Brookfield Infrastructure are subject to a number of known and unknown risks and uncertainties. Factors that could cause actual results of Brookfield Infrastructure to differ materially from those contemplated or implied by the statements in this news release include general economic conditions in Canada, the United States and elsewhere, the fact that success of Brookfield Infrastructure is dependent on market demand for an infrastructure company, which is unknown, the availability of equity and debt financing for Brookfield Infrastructure, the ability to effectively complete new acquisitions in the competitive infrastructure space and to integrate acquisitions into existing operations, and other risks and factors described in the documents filed by the Partnership with the securities regulators in Canada and the United States including under “Risk Factors” in the Partnership’s annual report on Form 20-F and other risks and factors that are described in the annual report. Except as required by law, the Partnership undertakes no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise.