The Board of Brookfield Infrastructure Partners L.P. (NYSE:BIP) announced the spin-off of Brookfield Infrastructure Corp on September 25, 2019. Brookfield Infrastructures Board of Directors intends to distribute to existing unitholders, on a tax-free basis, class A shares of the new corporation, Brookfield Infrastructure Corporation (BIPC). Each BIPC share will have the same distribution as a Brookfield Infrastructure unit and will be exchangeable, at the shareholder's option, for one Brookfield Infrastructure unit. Holders of Brookfield Infrastructures preferred limited partnership units will not receive the class A shares. Currently, unitholders will receive 0.11 BIPC shares for each unit held of Brookfield Infrastructure (i.e., one BIPC class A share for every nine Brookfield Infrastructure units held as of the record date of the special distribution) in the form of a special distribution. Following completion of the special distribution, the aggregate quarterly distributions and dividends from Brookfield Infrastructure and BIPC will correspond to the quarterly distributions made on Brookfield Infrastructure units as if the special distribution did not take place. The majority of the BIPC class A shares will be held by the holders of Brookfield Infrastructures units immediately after the effective split. Brookfield Infrastructure will own all the BIPC class B and C shares. The class A and class B shares will control 25% and 75%, respectively, of the aggregate voting rights of the shares of BIPC. BAM, as a unitholder of Brookfield Infrastructure, is expected to hold approximately 29.6% of the BIPC class A shares, which is equivalent to its effective ownership of Brookfield Infrastructure units. No holder will be entitled to receive any fractional interests in the class A shares. Holders who would otherwise be entitled to a fractional class A share will receive a cash payment. The units will continue to trade on the TSX under the symbol BIP.UN and on the NYSE under the symbol BIP. The listing of BIPC class A shares on the NYSE is subject to BIPC company fulfilling all of the requirements of the NYSE and the listing of BIPC class A shares on the TSX is subject to BIPC company fulfilling all of the requirements of the TSX. Trading of class A shares will commence on the first trading day following the distribution date.
Prior to the completion of the special distribution, BIPC will enter into two credit agreements with Brookfield Infrastructure, one as borrower and one as lender, each providing for a ten-year revolving $1 billion credit facility to facilitate the movement of cash within group. Credit facility will permit BIPC to borrow up to $1 billion from Brookfield Infrastructure and the other will constitute an operating credit facility that will permit Brookfield Infrastructure to borrow up to $1 billion from BIPC.
Prior to completion of the special distribution, BIPCs Board will be expanded to nine members, a majority of whom will be independent. BIPC will add one additional non-overlapping Board Member. Members of board are expected to include Derek Pannell, Jeffrey Blidner, William Cox, John Fees, Daniel Muñiz Quintanilla, John Mullen, Anne Schaumburg and Rajeev Vasudeva, with Derek Pannell serving as Chair of board, Anne Schaumburg as Chair of the audit committee of Board and John Fees as Chair of the nominating and governance committee of Board. Aaron Kline, David Krant and Michael Ryan will resign from board immediately prior to completion of the special distribution.
Subject to the receipt of normal course regulatory approvals, Brookfield Infrastructure anticipates completing the special distribution in the first half of 2020.
RBC Capital Markets acted as financial advisors and Torys LLP as legal advisors to Brookfield Infrastructure. Computershare, Inc. acted as transfer agent/ registrar in the transaction.
Brookfield Infrastructure Partners L.P. (NYSE:BIP) completed the spin-off of Brookfield Infrastructure Corporation (NYSE:BIPC) for $1.3 billion on March 31, 2020. Each unitholder of record on March 20, 2020 received one (1) class A exchangeable subordinate voting share (the "Share") of BIPC for every nine (9) BIP units held, or approximately 0.11 Shares for each BIP unit. BIP unitholders now own approximately 32,800,000 Shares, or 70.4% of BIPC's issued and outstanding Shares, with Brookfield Asset Management Inc. and its affiliates holding 29.6% of the remaining Shares. The Shares have commenced regular-way trading on the Toronto Stock Exchange and the New York Stock Exchange under the symbol "BIPC".