BROOKFIELD, NEWS, Nov. 10, 2020 (GLOBE NEWSWIRE) -- Brookfield Infrastructure Partners L.P. (“Brookfield Infrastructure”) (NYSE: BIP; TSX: BIP.UN) today announced that the Toronto Stock Exchange (the “TSX”) accepted a notice filed by Brookfield Infrastructure 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”, together with LP Units, “Units”). Brookfield Infrastructure Corporation (“BIPC”) (NYSE/TSX: BIPC) today announced that the TSX accepted a notice filed by BIPC of its intention to commence a normal course issuer bid for its outstanding class A exchangeable subordinate voting shares (“Exchangeable Shares”). Brookfield Infrastructure and BIPC believe that in the event that Units or Exchangeable Shares, respectively, trade in a price range that does not fully reflect their value, the acquisition of Units or Exchangeable Shares, as applicable, may represent an attractive use of available funds.
Under Brookfield Infrastructure’s normal course issuer bid, the Board of Directors of the general partner of Brookfield Infrastructure authorized Brookfield Infrastructure to repurchase up to 5% of the issued and outstanding LP Units, or up to 14,767,968 LP Units. At the close of business on October 30, 2020, there were 295,359,364 LP Units issued and outstanding. Under Brookfield Infrastructure’s normal course issuer bid, it may repurchase up to 91,732 LP Units on the TSX during any trading day, which represents 25% of the average daily trading volume of 366,931 LP Units on the TSX for the six months ended October 31, 2020, calculated in accordance with the rules of the TSX.
Brookfield Infrastructure currently has six series of Preferred Units outstanding and that trade on the TSX. Under Brookfield Infrastructure’s normal course issuer bid, Brookfield Infrastructure is authorized to repurchase a total of up to 10% of the total public float of each series of Preferred Units as follows:
|Maximum number of|
units subject to
- Calculated as at October 30, 2020.
- For the 6 months ended October 31, 2020.
- In accordance with TSX rules, any daily repurchases with respect to each of Series 5, 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 each of Series 1 and Series 3 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 3,618,425 Exchangeable Shares. At the close of business on October 30, 2020, there were 44,971,091 Exchangeable Shares issued and outstanding and 36,184,251 Exchangeable Shares in the public float. Under BIPC’s normal course issuer bid, it may repurchase up to 27,420 Exchangeable Shares on the TSX during any trading day, which represents 25% of the average daily trading volume of 109,682 Exchangeable Shares on the TSX for the six months ended October 31, 2020, calculated in accordance with the rules of the TSX.
Repurchases under each normal course issuer bid are authorized to commence on November 12, 2020 and each normal course issuer bid will terminate on November 11, 2021, or earlier should Brookfield Infrastructure or BIPC, as applicable, complete its repurchases under its respective normal course issuer bid prior to such date.
Under Brookfield Infrastructure’s current normal course issuer bid that commenced on November 12, 2019 and expires on November 11, 2020, Brookfield Infrastructure previously sought and received approval from the TSX to repurchase up to 14,672,644 LP Units, 498,926 Series 1 Preferred Units, 498,926 Series 3 Preferred Units, 998,658 Series 5 Preferred Units, 1,197,975 Series 7 Preferred Units, 798,659 Series 9 Preferred Units and 993,619 Series 11 Preferred Units. Brookfield Infrastructure has not repurchased any Preferred Units under its current normal course issuer bid in the past twelve months. As of November 9, 2020, Brookfield Infrastructure has repurchased 100 LP Units under its current normal course issuer bid through open market transactions at a weighted average price of approximately US$33.86 per LP Unit.
Repurchases of Series 1, Series 3, Series 5, 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 Brookfield Infrastructure 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 Brookfield Infrastructure 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 Brookfield Infrastructure 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, energy and data infrastructure sectors across North and South America, Asia Pacific and Europe. We are focused on assets that generate stable cash flows and require minimal maintenance capital expenditures. 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 is the flagship listed infrastructure company of Brookfield Asset Management, a global alternative asset manager with approximately US$575 billion of assets under management. For more information, go to www.brookfield.com.
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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 Brookfield Infrastructure 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 Brookfield Infrastructure 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 Brookfield Infrastructure and BIPC are subject to a number of known and unknown risks and uncertainties. Factors that could cause actual results of Brookfield Infrastructure 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 Brookfield Infrastructure and BIPC with securities regulators in Canada and the United States including under “Risk Factors” in Brookfield Infrastructure’s most recent Annual Report on Form 20-F and other risks and factors that are described therein. Except as required by law, Brookfield Infrastructure 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.