Brookfield Infrastructure Partners L.P. (“BIP”) (NYSE: BIP; TSX:
BIP.UN) today announced that the Toronto Stock Exchange (the “TSX”)
accepted a notice filed by BIP of its intention to renew its normal
course issuer bid for its outstanding limited partnership units
(“LP Units”) and its class A preferred limited partnership units
(“Preferred Units”, and together with LP Units, “Units”).
Brookfield Infrastructure Corporation (“BIPC”) (NYSE, TSX: BIPC)
also today announced that the TSX accepted a notice filed by BIPC
of its intention to renew its normal course issuer bid for its
outstanding class A exchangeable subordinate voting shares
(“Exchangeable Shares”).
BIP and BIPC believe that if the trading price
of Units or Exchangeable Shares, respectively, does not fully
reflect their value, the acquisition of Units or Exchangeable
Shares, as applicable, may represent an attractive use of available
funds.
Under BIP’s normal course issuer bid, the Board
of Directors of the general partner of BIP authorized BIP to
repurchase up to 5% of the issued and outstanding LP Units, or up
to 15,259,720 LP Units. At the close of business on November 19,
2021, there were 305,194,414 LP Units issued and outstanding. Under
BIP’s normal course issuer bid, it may repurchase up to 55,768 LP
Units on the TSX during any trading day, which represents 25% of
the average daily trading volume of 223,074 LP Units on the TSX for
the six months ended October 31, 2021, calculated in accordance
with the rules of the TSX.
BIP currently has five series of Preferred Units
outstanding and that trade on the TSX. Under BIP’s normal course
issuer bid, BIP is authorized to repurchase up to 10% of the total
public float of each series of Preferred Units as follows:
Series |
Ticker |
Issued and outstanding
units1 |
Public float1 |
Average daily trading
volume2 |
Maximum number of units subject to
repurchase3 |
|
|
|
|
|
Total |
Daily |
Series 1 |
BIP.PR.A |
4,989,265 |
4,989,265 |
3,026 |
498,926 |
1,000 |
Series 3 |
BIP.PR.B |
4,989,262 |
4,989,262 |
4,719 |
498,926 |
1,179 |
Series 7 |
BIP.PR.D |
11,979,750 |
11,903,650 |
7,671 |
1,190,365 |
1,917 |
Series 9 |
BIP.PR.E |
7,986,595 |
7,986,595 |
5,279 |
798,659 |
1,319 |
Series 11 |
BIP.PR.F |
9,936,190 |
9,936,190 |
5,934 |
993,619 |
1,483 |
- Calculated as at November 19,
2021.
- For the 6 months ended October 31,
2021.
- In accordance with TSX rules, any
daily repurchases with respect to each of the Series 3, Series 7,
Series 9 and Series 11 Preferred Units will be limited to 25% of
the average daily trading volume on the TSX of the respective
series and any daily repurchases with respect to the Series 1
Preferred Units will be limited to 1,000 Preferred Units.
Under BIPC’s normal course issuer bid, the Board
of Directors of BIPC authorized BIPC to repurchase up to 10% of the
total public float of Exchangeable Shares, or up to 6,458,157
Exchangeable Shares. At the close of business on November 19, 2021,
there were 73,361,508 Exchangeable Shares issued and outstanding
and 64,581,577 Exchangeable Shares in the public float. Under
BIPC’s normal course issuer bid, it may repurchase up to 37,781
Exchangeable Shares on the TSX during any trading day, which
represents 25% of the average daily trading volume of 151,124
Exchangeable Shares on the TSX for the six months ended October 31,
2021, calculated in accordance with the rules of the TSX.
Repurchases under each normal course issuer bid
are authorized to commence on November 29, 2021 and each normal
course issuer bid will terminate on November 28, 2022, or earlier
should BIP or BIPC, as applicable, complete its repurchases under
its respective normal course issuer bid prior to such date.
Under BIP’s normal course issuer bid that
commenced on November 12, 2020 and expired on November 11, 2021,
BIP previously sought and received approval from the TSX to
repurchase up to 14,767,968 LP Units, 498,926 Series 1 Preferred
Units, 498,926 Series 3 Preferred Units, 998,073 Series 5 Preferred
Units, 1,190,365 Series 7 Preferred Units, 798,659 Series 9
Preferred Units and 993,619 Series 11 Preferred Units. BIP did not
repurchase any LP Units or Preferred Units under its previous
normal course issuer bid in the past twelve months.
Under BIPC’s normal course issuer bid that
commenced on November 12, 2020 and expired on November 11, 2021,
BIPC previously sought and received approval from the TSX to
repurchase up to 3,618,425 Exchangeable Shares. BIPC did not
repurchase any Exchangeable Shares under its previous normal course
issuer bid in the past twelve months.
Repurchases of Series 1, Series 3, Series 7,
Series 9 and Series 11 Preferred Units will be effected through the
facilities of the TSX and/or alternative trading systems.
Repurchases of LP Units and Exchangeable Shares will be effected
through the facilities of the TSX, the New York Stock Exchange
and/or alternative trading systems. All Units and Exchangeable
Shares acquired by BIP and BIPC, respectively, under the applicable
normal course issuer bid will be cancelled. Repurchases will be
subject to compliance with applicable United States federal
securities laws, including Rule 10b-18 under the United States
Securities Exchange Act of 1934, as amended, as well as applicable
Canadian securities laws.
From time to time, when BIP or BIPC does not
possess material non-public information about itself or its
securities, it may enter into automatic repurchase plans with its
broker to allow for the repurchase of Units or Exchangeable Shares,
as applicable, subject to certain trading parameters, at times when
it ordinarily would not be active in the market due to its own
internal trading blackout periods, insider trading rules or
otherwise. Any such plans entered into with the broker of BIP or
BIPC will be adopted in accordance with applicable Canadian and
U.S. securities laws including the requirements of Rule 10b5-1
under the U.S. Securities Exchange Act of 1934, as amended. Units
subject to an automatic repurchase plan may vary. Outside these
periods, Units and Exchangeable Shares will be repurchased in
accordance with management’s discretion, subject to applicable
law.
Brookfield Infrastructure is a
leading global infrastructure company that owns and operates
high-quality, long-life assets in the utilities, transport,
midstream and data sectors across North and South America, Asia
Pacific and Europe. We are focused on assets that have contracted
and regulated revenues that generate predictable and stable cash
flows. Investors can access its portfolio either through Brookfield
Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), a
Bermuda-based limited partnership, or Brookfield Infrastructure
Corporation (NYSE, TSX: BIPC), a Canadian corporation. Further
information is available at www.brookfield.com/infrastructure.
Brookfield Infrastructure Partners is the
flagship listed infrastructure company of Brookfield Asset
Management, a global alternative asset manager with US$650 billion
of assets under management. For more information, go to
www.brookfield.com.
Contact information:
Media: |
Investors: |
Sebastien BouchardVice President, CommunicationsTel: (416)
943-7937Email: sebastien.bouchard@brookfield.com |
Kate WhiteManager, Investor Relations Tel: (416) 956-5183Email:
kate.white@brookfield.com |
Note: This news release contains forward-looking
statements and information within the meaning of applicable
securities laws. The words “believes,” “may” or derivations thereof
and other expressions which are predictions of or indicate future
events, trends or prospects and which do not relate to historical
matters identify forward-looking statements. Forward-looking
statements in this news release include statements regarding
potential future repurchases by BIP of its Units and by BIPC of its
Exchangeable Shares pursuant to their respective normal course
issuer bids and, as applicable, automatic repurchase plans.
Although BIP and BIPC believe 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 BIP and BIPC are
subject to a number of known and unknown risks and uncertainties.
Factors that could cause actual results of BIP and BIPC to differ
materially from those contemplated or implied by the statements in
this news release include: general economic conditions; interest
rate changes; availability of equity and debt financing; the
performance of Units and Exchangeable Shares or the stock exchanges
generally; and other risks and factors described in the documents
filed by BIP and BIPC with securities regulators in Canada and the
United States including under “Risk Factors” in BIP’s and BIPC’s
most recent Annual Reports on Form 20-F and other risks and factors
that are described therein. Except as required by law, BIP and BIPC
undertake no obligation to publicly update or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise.
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