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Brookfield Infrastructure Announces US$296 Million Equity Offering

Brookfield Infrastructure Announces US$296 Million Equity Offering 
HAMILTON, BERMUDA -- (Marketwired) -- 05/07/13 --  
All dollar references are to U.S. dollars unless noted otherwise.  
Brookfield Infrastructure (NYSE:BIP)(TSX:BIP.UN) today announced that
it has agreed to issue 5,677,100 L.P. units, on a bought deal basis,
to a syndicate of underwriters at a price of $37.75 per L.P. unit
(the "Offering Price") for gross proceeds of $214,310,525 (the
"Offering"). In addition, Brookfield Asset Management Inc.
(NYSE:BAM)(TSX:BAM.A)(EURONEXT:BAMA) and its related entities (other
than Brookfield Infrastructure) (collectively, "Brookfield") will
purchase, directly or indirectly, 2,262,900 redeemable partnership
units of Brookfield Infrastructure's holding limited partnership
("RPUs") at the Offering Price (net of underwriting commissions)
concurrent with the Offering in order to maintain its approximate 30%
interest in Brookfield Infrastructure on a fully exchanged basis. The
aggregate gross proceeds of the Offering and the placement of RPUs to
Brookfield will be $296,318,021. 
Brookfield Infrastructure has granted the underwriters an
over-allotment option, exercisable in whole or in part for a period
of 30 days following closing of the Offering, to purchase up to an
additional 851,565 L.P. units at the Offering Price. Brookfield will
also have the option to subscribe for additional RPUs in order to
maintain its approximate 30% interest on a fully exchanged basis. If
both of these options are exercised in full, the gross offering size
would increase to $340,765,724.  
The net proceeds of the Offering and the issuance of RPUs to
Brookfield will be used for investment opportunities, working capital
and other general corporate purposes. Prior to being deployed for
such purposes, the net proceeds will initially be used to repay
amounts outstanding under Brookfield Infrastructure's revolving
credit facilities. The Offering and issuance of RPUs to Brookfield
are expected to close on or about May 13, 2013.  
Offer Documents 
Brookfield Infrastructure has filed a Registration Statement on Form
F-3 (including a prospectus) with the United States Securities and
Exchange Commission (the "SEC") in respect of the Offering. Before
you invest, you should read the prospectus in that Registration
Statement and other documents Brookfield Infrastructure has filed
with the SEC for more complete information about Brookfield
Infrastructure and the Offering. Brookfield Infrastructure will also
be filing a prospectus supplement relating to the Offering with
securities regulatory authorities in Canada. You may get any of these
documents for free by visiting EDGAR on the SEC website at
www.sec.gov or via SEDAR at www.sedar.com. Also, a copy of the U.S.
preliminary prospectus supplement may be obtained through this
hyperlink: http://www.brookfieldinfrastructure.com/_Global/22/img/con
tent/file/US_Prospectus_Supplement_May_2013.pdf.Alternatively, Brookfield 
Infrastructure, any underwriter or any
dealer participating in the offering will arrange to send you the
prospectus or you may request it in the United States from Credit
Suisse Securities (USA) LLC, Attention: Prospectus Department, One
Madison Avenue, New York, New York, 10010, toll-free: 800-221-1037,
email: newyork.prospectus@credit-suisse.com, Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York, New York, 11717, toll-free: 800-831-9146, email:
batprospectusdept@citi.com, HSBC Securities (USA) Inc., Attention:
Prospectus Department, 452 Fifth Avenue, New York, New York 10018,
toll-free: 866-811-8049, email: ny.equity.syndicate@us.hsbc.com, RBC
Capital Markets, LLC, Attention: Prospectus Department, Three World
Financial Center, 200 Vesey Street, 8th Floor, New York, New York,
toll-free: 877-822-4089, or TD Securities (USA) LLC, Attention: David
Chepauskas, 31 West 52nd St., New York, New York, 10019, tel:
212-827-7392 or in Canada from RBC Capital Markets, Attention:
Distribution Centre, 277 Front St. W., 5th Floor, Toronto, Ontario
M5V 2X4, fax: 416-313-6066, email: distribution@rbccm.com, or Credit
Suisse Securities (Canada), Inc., One First Canadian Place, Suite
2900, Toronto, Ontario, M5X 1C9, tel: 416-352-4500, email:
ecm.canada@credit-suisse.com. 
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities of Brookfield
Infrastructure in any jurisdiction in which such offer, solicitation
or sale would be unlawful. 
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
utilities, transport, energy and timber assets in North and South
America, Australasia and Europe. It also seeks acquisition
opportunities in other infrastructure sectors with similar
attributes. The payout policy targets 3% to 7% annual growth in
distributions. Units trade on the New York and Toronto stock
exchanges under the symbols BIP and BIP.UN, respectively. For more
information, please visit Brookfield Infrastructure's website at
www.brookfieldinfrastructure.com. 
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. The words,
"will", "would", "expected" 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
Offering and the issuance of RPUs to Brookfield and the expected use
of proceeds therefrom. Although Brookfield Infrastructure 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
are described in the documents filed by Brookfield Infrastructure
with the 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 and in the Registration Statement and
prospectus supplement thereto. Except as required by law, Brookfield
Infrastructure 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.
Contacts:
Investors:
Brookfield Infrastructure
Tracey Wise
Vice President, Investor Relations
416-956-5154
tracey.wise@brookfield.com 
Media:
Brookfield Infrastructure
Andrew Willis
Senior Vice President, Communications and Media
416-369-8236
andrew.willis@brookfield.com
 
 
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