Business Context and Reporting Period
This Form 6-K filing by Brookfield Infrastructure Partners L.P. covers the month of November 2009, with a signature date of November 5, 2009. The filing discloses material information regarding a public offering of Limited Partnership (LP) Units made exclusively to Canadian residents under Regulation S. The proceeds are intended to finance the restructuring and recapitalization of the Babcock and Brown Infrastructure Group (BBI).
Key Financial Metrics
- Offering Proceeds: Approximately $571 million in aggregate gross proceeds from the public offering of LP Units.
- Concurrent Issuance: An estimated additional $435 million from an exempted issuance of redeemable purchase units to Brookfield Asset Management Inc., subject to unitholder approval.
- Total Capital Raised: Approximately $1.006 billion (combined public and private issuance).
- Financial Statements: This filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the Partnership.
Material Changes
The primary material change disclosed is the execution of a capital raise to fund the acquisition and restructuring of Babcock and Brown Infrastructure Group. This represents a significant strategic shift and capital deployment event for the Partnership.
Guidance, Outlook, and Risks
- Use of Proceeds: Funds are designated for the comprehensive restructuring and recapitalization of BBI.
- Regulatory Status: The LP Units offered 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.
- Contingencies: The $435 million issuance to Brookfield Asset Management Inc. is contingent upon the approval of holders of outstanding LP Units.
- Corporate Action: Information from this filing is incorporated by reference into a management information circular for a special meeting of unitholders scheduled for November 16, 2009.
Investor Verification Checklist
- Verify the final closing status of the $571 million public offering and the $435 million private issuance.
- Confirm the outcome of the unitholder vote required for the Brookfield Asset Management Inc. issuance.
- Review the detailed terms of the Babcock and Brown Infrastructure Group restructuring and recapitalization.
- Check subsequent filings for the impact of this capital raise on the Partnership's leverage ratios and liquidity position.