HAMILTON, BERMUDA--(Marketwire - November 11, 2009) - Brookfield Infrastructure Partners L.P. (the "Partnership", and along with its related entities, "Brookfield Infrastructure") (NYSE: BIP) (TSX: BIP.UN) today announced that the underwriters for its recently-completed C$615,546,750 Canadian public offering have exercised their option (the "Over-allotment Option") to purchase an additional 5,169,411 limited partnership units ("LP Units") at a price of C$15.55 per LP Unit. In addition, the Partnership announced today that it has been advised by Brookfield Asset Management Inc. (together with its affiliates "Brookfield") (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA) that Brookfield has elected to sell the 4,085,000 LP Units previously purchased by it in the Canadian public offering to the underwriters as part of the Over-allotment Option. Consequently, the Over-allotment Option will consist of 4,085,000 LP Units provided by Brookfield and 1,084,411 LP Units from treasury. The Partnership will receive additional net proceeds of approximately C$12.8 million from the exercise of the Over-allotment Option. Closing of the Over-allotment Option is expected to occur on or about November 13, 2009.
Although the Over-allotment Option is exercisable at any time up to November 27, 2009, to purchase up to an additional 5,325,000 LP Units, the underwriters have indicated to the Partnership that they will not exercise the Over-allotment Option for the remaining 155,589 LP Units.
In connection with the exercise of the Over-allotment Option, Brookfield has exercised its option (the "Brookfield Option") to purchase an additional US$12.1 million of securities from Brookfield Infrastructure L.P. Subject to the approval of holders of outstanding LP Units, the closing of the Brookfield Option is expected to occur on or about November 17, 2009. Prior to the closing of the public offering, Brookfield held an approximate 41% interest in Brookfield Infrastructure L.P. Assuming the approval of holders of outstanding LP Units of Brookfield's additional investment in Brookfield Infrastructure L.P., following the closing of the Over-allotment Option and the Brookfield Option and that additional investment, Brookfield will continue to hold an approximate 41% interest in Brookfield Infrastructure L.P.
Credit Suisse Securities (Canada), Inc., RBC Capital Markets, Citigroup Global Markets Canada Inc. and HSBC Securities (Canada) Inc. acted as joint book-running managers and underwriters for the public offering.
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.
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 www.brookfieldinfrastructure.com.
Note: This news release contains statements regarding the over-allotment option and the issuance to Brookfield, including the anticipated closing dates of the over-allotment option and the issuance to Brookfield that constitute 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. The words "will", "expected", "intends", "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. Forward-looking statements in this news release include statements regarding the over-allotment option and the issuance to Brookfield, including the anticipated closing dates of the over-allotment option and the issuance to Brookfield, the future prospects of the assets that Brookfield Infrastructure operates and Brookfield Infrastructure's plans for growth through acquisitions. 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 the Partnership and Brookfield Infrastructure are subject to a number of known and unknown risks and uncertainties. Factors that could cause actual results of the Partnership and Brookfield Infrastructure to differ materially from those contemplated or implied by the statements in this news release include general economic conditions in the United States and elsewhere, which may impact the markets for timber, the market for electricity transmission in Chile and related regulatory developments, the fact that success of the Partnership 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 most recent Annual Report on Form 20-F and other risks and factors that are described therein. 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Investors: Michael Botha Senior Vice President, Finance Brookfield Asset Management Inc. Tel: 416-359-7871 Email mbotha@brookfield.com
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