Business Context and Reporting Period
This Form 6-K filing by Brookfield Infrastructure Partners L.P. covers the period of December 1, 2015. The filing serves to disclose material, previously non-public information to U.S. security holders regarding a public offering of Cumulative Class A Preferred Limited Partnership Units, Series 3, made exclusively to Canadian residents under Regulation S. The disclosure is not an offer or sale of securities in the United States.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. Instead, it references attached exhibits containing "Unaudited pro forma consolidated financial statements of the Partnership" (Exhibit 99.2) which reflect the impact of proposed transactions. No standalone financial metrics are presented within the body of this summary document.
Material Changes and Transactions
- Proposed Acquisition: The Partnership and its institutional partners are pursuing a transaction to acquire the entire issued capital of Asciano Limited ("Asciano").
- Capital Offering: A public offering of Series 3 Preferred Units is being conducted exclusively outside the United States to support the Partnership's activities.
- Regulatory Status: The Series 3 Preferred Units are not registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption.
Guidance, Outlook, and Risks
The filing focuses on the mechanics of the disclosure rather than providing forward-looking guidance or management commentary on operational outlook. The primary risk noted is the regulatory restriction that the Series 3 Preferred Units cannot be offered or sold in the United States. The filing incorporates by reference information regarding the Asciano transaction and pro forma financials, indicating that the financial impact of the acquisition is contingent upon the completion of these proposed transactions.
Investor Verification Checklist
- Verify the terms and conditions of the proposed acquisition of Asciano Limited in Exhibit 99.1.
- Review the Unaudited pro forma consolidated financial statements in Exhibit 99.2 to assess the financial impact of the Asciano transaction.
- Confirm the specific terms of the Series 3 Preferred Units offering, noting it is restricted to non-U.S. residents.
- Monitor the status of the Asciano acquisition to determine if the pro forma financials become actualized.