If You Invested in Brookfield Infrastructure (BIPC)

Brookfield Infrastructure Corporation Class A Exchangeable Subordinate Voting Shares (BIPC) represent an exchangeable equity security of Brookfield Infrastructure Corporation, a Canadian corporation that forms part of the broader Brookfield Infrastructure platform. According to company disclosures, investors can access Brookfield Infrastructure’s portfolio either through Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), a Bermuda-based limited partnership, or through Brookfield Infrastructure Corporation (NYSE, TSX: BIPC), a corporate vehicle whose class A exchangeable subordinate voting shares trade on major North American exchanges.

Brookfield Infrastructure is described in its public communications as a global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors. These assets are located across North and South America, Asia Pacific and Europe. The group emphasizes a focus on assets with contracted and regulated revenues that are intended to generate predictable and stable cash flows. Within this structure, BIPC’s exchangeable shares provide an alternative way for investors to participate in Brookfield Infrastructure alongside the limited partnership units of Brookfield Infrastructure Partners L.P.

Brookfield Infrastructure Corporation is an indirect subsidiary within the Brookfield Infrastructure organization. Earlier descriptions of Brookfield Infrastructure Corp indicate that its business has included a U.K. regulated distribution operation, a Brazilian regulated natural gas transmission operation and an international intermodal logistics operation. The company is classified in the Utilities sector with an industry focus on Natural Gas Distribution, reflecting the importance of regulated energy and utility-type assets within its portfolio.

The class A exchangeable subordinate voting shares of BIPC are structured so that each share is exchangeable, at the option of the holder, for one non-voting limited partnership unit of Brookfield Infrastructure Partners L.P. or its cash equivalent, with the form of payment determined at the election of Brookfield Infrastructure Corporation. This exchange feature is highlighted in public announcements, including the description of BIPC’s at-the-market equity issuance program, and is a defining characteristic of the BIPC security.

Business focus and asset profile

Across its disclosures and news releases, Brookfield Infrastructure consistently characterizes its asset base as long-life infrastructure in four main areas: utilities, transport, midstream and data. Within these areas, the group has referenced regulated distribution and transmission operations and intermodal logistics activities. The emphasis on contracted and regulated revenue frameworks is intended to support stable cash generation over time.

Brookfield Infrastructure has also been associated, through its partnership entities, with interests in natural gas pipeline systems. For example, public announcements describe Brookfield Infrastructure Partners L.P. holding and later agreeing to sell a minority interest in NGPL Holdings LLC, the indirect parent of Natural Gas Pipeline Company of America LLC, which is described as a large transporter of natural gas into the Chicago-area market and to Gulf Coast liquefied natural gas export facilities. These references illustrate the type of midstream and natural gas-related infrastructure that has formed part of the broader Brookfield Infrastructure platform.

Corporate structure and investor access

Brookfield Infrastructure’s public materials explain that investors can access its infrastructure portfolio in two primary ways:

• Through Brookfield Infrastructure Partners L.P. (BIP), a Bermuda-based limited partnership whose units trade on the NYSE and TSX; and
• Through Brookfield Infrastructure Corporation (BIPC), a Canadian corporation whose class A exchangeable subordinate voting shares trade on the NYSE and TSX.

The class A exchangeable subordinate voting shares of BIPC are designed to provide economic exposure to Brookfield Infrastructure that is intended to be broadly similar to the limited partnership units of BIP, while offering a corporate security that some investors may prefer for tax, mandate or structural reasons. The exchange mechanism between BIPC shares and BIP units, as disclosed in BIPC’s public announcements, is a central element of this design.

Capital markets activity

Brookfield Infrastructure Corporation has engaged in capital markets transactions involving its class A exchangeable subordinate voting shares. In a public announcement, BIPC stated that it had made Canadian and U.S. securities filings to enable an at-the-market equity issuance program under which it may, at its discretion, offer and sell class A exchangeable subordinate voting shares directly from treasury through marketplaces in Canada and the United States. The company has indicated that net proceeds from such an at-the-market program, if any, are intended to be used to facilitate repurchases by Brookfield Infrastructure Partners L.P. of its limited partnership units under its normal course issuer bid program and for general corporate purposes.

BIPC and Brookfield Infrastructure Partners L.P. have also used shelf prospectuses and registration statements, including a joint U.S. registration statement on Form F-3, to support offerings of securities in Canada and the United States. These filings are referenced in BIPC’s news releases and in its reports furnished to the U.S. Securities and Exchange Commission on Form 6-K.

Relationship with Brookfield Asset Management / Brookfield Corporation

Brookfield Infrastructure is described as the flagship listed infrastructure company of a larger global alternative asset manager. Public communications refer to Brookfield Infrastructure as the flagship listed infrastructure company of Brookfield Asset Management or Brookfield Corporation, which is characterized as a global alternative asset manager with a large base of assets under management. This relationship situates BIPC within a broader asset management group that sponsors and manages infrastructure investments worldwide.

Regulatory reporting and governance

Brookfield Infrastructure Corporation files reports as a foreign private issuer with the U.S. Securities and Exchange Commission, primarily on Form 20-F and Form 6-K. The company’s Form 6-K filings include press releases, interim reports and certifications by its senior officers, and may be incorporated by reference into its registration statements on Form F-3. BIPC also reports to Canadian securities regulators, including through short form base shelf prospectuses and prospectus supplements referenced in its public announcements.

BIPC holds annual meetings of shareholders at which holders of class A exchangeable subordinate voting shares and class B multiple voting shares vote together as a single class on the election of directors. The company has disclosed that, in accordance with its articles, the exchangeable shares collectively represent a 25% voting interest and the class B multiple voting shares collectively represent a 75% voting interest in the corporation. Detailed voting results for director elections are made available through Canadian securities filing systems.

Industry classification

For industry classification purposes, Brookfield Infrastructure Corporation is associated with the Utilities sector and has been categorized in the Natural Gas Distribution industry. Earlier descriptions of Brookfield Infrastructure Corp highlight regulated distribution and natural gas transmission operations, as well as intermodal logistics activities. These characteristics align with Brookfield Infrastructure’s broader focus on essential service infrastructure in utilities, transport, midstream and data sectors.

Key characteristics of BIPC shares

• Security type: Class A exchangeable subordinate voting shares of Brookfield Infrastructure Corporation.
• Exchange feature: Each BIPC share is exchangeable, at the option of the holder, for one non-voting limited partnership unit of Brookfield Infrastructure Partners L.P. or its cash equivalent, with the form of payment determined by Brookfield Infrastructure Corporation.
• Listing: The shares are listed on the New York Stock Exchange and the Toronto Stock Exchange under the symbol BIPC, as indicated in company news releases.
• Economic exposure: The shares are intended to provide economic exposure to the Brookfield Infrastructure portfolio alongside the partnership units of Brookfield Infrastructure Partners L.P.

Use of proceeds and capital allocation

In its announcement of the at-the-market equity issuance program, Brookfield Infrastructure indicated that net proceeds from the sale of BIPC shares under the program, if any, are intended to be used to facilitate repurchases by Brookfield Infrastructure Partners L.P. of its limited partnership units under its normal course issuer bid, subject to applicable securities laws, and for general corporate purposes. The company has also noted that the program is expected to be non-dilutive to Brookfield Infrastructure overall, as the combined number of limited partnership units and BIPC shares outstanding is intended to remain generally unchanged, aside from temporary fluctuations.

Summary

Brookfield Infrastructure Corporation’s class A exchangeable subordinate voting shares (BIPC) provide a corporate, exchangeable way to participate in Brookfield Infrastructure’s global portfolio of utilities, transport, midstream and data infrastructure assets. The security is characterized by its exchange feature into non-voting limited partnership units of Brookfield Infrastructure Partners L.P., its listing on major North American exchanges and its association with a larger global alternative asset management group. The company’s public disclosures emphasize regulated and contracted revenue frameworks, long-life infrastructure assets and a focus on stable cash flows across multiple regions.