Brookfield Infrastructure Announces Exercise of Over-Allotment Option

Brookfield Infrastructure Announces Exercise of Over-Allotment Option 
HAMILTON, BERMUDA -- (Marketwired) -- 05/09/13 --  
Brookfield Infrastructure (NYSE:BIP)(TSX:BIP.UN) today advised that,
in connection with its recently-announced $296 million public
offering (the "Offering") and concurrent private placement, the
underwriters have exercised their option (the "Over-allotment
Option") to purchase an additional 851,565 limited partnership units
("LP Units") at a price of $37.75 per LP Unit. Brookfield
Infrastructure will receive additional net proceeds of approximately
$31 million from the exercise of the Over-allotment Option. Closing
of the Over-allotment Option is expected to occur contemporaneously
with the Offering on May 13, 2013.  
In connection with the exercise of the Over-allotment Option,
Brookfield Asset Management Inc. (NYSE:BAM)(TSX:BAM.A)(EURONEXT:BAMA)
(collectively with its related entities other than Brookfield
Infrastructure, "Brookfield") has exercised its option (the
"Brookfield Option") to purchase an additional approximately $12
million of redeemable partnership units from Brookfield
Infrastructure's holding limited partnership. The Brookfield Option
will close concurrently with the Over-allotment Option. Following the
closing of the Over-allotment Option and the Brookfield Option,
Brookfield will continue to hold an approximate 30% interest in
Brookfield Infrastructure on a fully exchanged basis. 
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 has also
filed 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 or via SEDAR at Also, a copy of the 
U.S. prospectus supplement may be obtained through this hyp
erlink: ht
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:, Citigroup, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
New York, New York, 11717, toll-free: 800-831-9146, HSBC Securities
(USA) Inc., Attention: Prospectus Department, 452 Fifth Avenue, New
York, New York 10018, toll-free: 866-811-8049, email:, 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:, or Credit Suisse Securities (Canada), Inc.,
One First Canadian Place, Suite 2900, Toronto, Ontario, M5X 1C9, tel:
416-352-4500, email: 
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 
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", "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, the Over-allotment
Option and the issuance of redeemable partnership units to
Brookfield. 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.
Brookfield Infrastructure
Tracey Wise
Vice President, Investor Relations
Brookfield Infrastructure
Andrew Willis
Senior Vice President, Communications and Media
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