Brookfield Infrastructure Partners Completes Canadian Offering of Units

On October 30, 2009, Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), along with its related entities (Brookfield Infrastructure), announced that it had priced its previously announced Canadian public offering. The offering closed on November 6, 2009. The partnership issued 39,585,000 limited partnership units (LP units) at a price of $15.55 per unit, for aggregate gross proceeds of approximately $616 million, including approximately 4,085,000 LP units that Brookfield Asset Management Inc. (NYSE, TSX: BAM; Euronext: BAMA), together with its affiliates (Brookfield), had agreed to purchase for gross proceeds of approximately $64 million.

Brookfield and the partnership also granted the underwriters an over-allotment option, exercisable at any time up to November 25, 2009, to purchase up to an additional 5,325,000 LP units for additional gross proceeds of up to approximately $83 million. If the underwriters elected to purchase additional LP units, they would first offer to purchase LP units issued to Brookfield under the public offering, and would purchase the balance of the additional LP units, if any, from the partnership.

Credit Suisse Securities (Canada), Inc., RBC Capital Markets, Citigroup Global Markets Canada Inc. and HSBC Securities (Canada) Inc. acted as joint book-running managers and underwriters for the public offering.

Subject to the approval of holders of outstanding LP units, Brookfield, which held securities exchangeable for approximately 40 per cent of the LP units, on a fully exchanged basis, intended to purchase, in the aggregate, approximately US$435 million of securities from Brookfield Infrastructure. If Brookfield had not sold any LP units to the underwriters pursuant to the over-allotment option and it purchased, in the aggregate, approximately US$435 million of securities from Brookfield Infrastructure, Brookfield would increase its effective interest in the partnership to approximately 43 per cent.

The partnership intends to use the net proceeds of the public offering and the issuance to Brookfield to partially fund its participation in the previously announced restructuring and recapitalization of Babcock & Brown Infrastructure.

Torys LLP acted for Brookfield Infrastructure Partners L.P. on the Canadian public offering with a team that included Karrin Powys-Lybbe, Adam Armstrong, Jonathan Cescon, Carol McFadzean, David Ho, Adam Banack and Morgan Crockett (corporate and securities) and Corrado Cardarelli and Richard Johnson (tax).

Goodmans LLP acted for the underwriters with a team that included Lawrence Chernin, Bill Gorman, Pollyanna Lord, Ori Mandowsky, Linda Wu and Brian Savage (corporate securities) and Maureen Berry (tax).

Davies Ward Phillips & Vineberg LLP acted for the independent directors of Brookfield Infrastructure with a team that included William Gula, Alexander Moore and Linus Yung (corporate and securities).


William N. Gula Linda Wu Richard W. Johnson Jonathan R. Cescon Linus Yung Morgan Crockett Lawrence S. Chernin Corrado Cardarelli Pollyanna Lord Karrin A. Powys-Lybbe David Ho Ori Mandowsky Adam Banack Adam S. Armstrong J. Alexander Moore Maureen Berry Brian Savage William (Bill) Gorman


Torys LLP Goodmans LLP Davies Ward Phillips & Vineberg LLP