20FR12B/A 1 o38428e20fr12bza.htm 20FR12B/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 2)
(Mark One)

x |  | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o |  | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-33632
BROOKFIELD INFRASTRUCTURE PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
Bermuda
(Jurisdiction of incorporation or organization)
Canon’s Court
22 Victoria Street,
Hamilton, HM 12, Bermuda
(Address of principal executive office)
Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class |  | Name of each exchange on which registered
Limited Partnership Units |  | New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o |  | No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o |  | No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o |  | Accelerated filer o |  | Non-accelerated filer þ

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 o |  | Item 18 þ

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o |  | No þ

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PRELIMINARY NOTE
This registration statement on Form 20-F is being filed with the United States Securities and Exchange Commission (“SEC”) by Brookfield Infrastructure Partners L.P. (“our partnership”) in connection with the spin-off of limited partnership units of our partnership to shareholders of Brookfield Asset Management Inc. and our application to have our limited partnership units listed on the New York Stock Exchange. Our partnership is filing the Canadian prospectus and U.S. information statement, filed as Exhibit 12.1 to this registration statement, with the provincial and territorial securities regulatory authorities in Canada to enable our partnership to become a reporting issuer pursuant to applicable securities legislation in those provinces and territories, notwithstanding the fact that no sale of any securities is contemplated. The Canadian prospectus and U.S. information statement will also be mailed to Brookfield Asset Management Inc.’s shareholders. This registration statement references the sections of the Canadian prospectus and U.S. information statement in which the information required to be included in this registration statement in response to the items of Form 20-F is located, which sections are hereby incorporated herein by reference. For the purposes of this registration statement, only those portions of the Canadian prospectus and U.S. information statement specifically referenced herein shall be deemed filed with the SEC as part of this registration statement and the balance of the Canadian prospectus and U.S. information statement shall be deemed not filed with the SEC. Unless otherwise indicated, references in this registration statement to page numbers are to pages of the Canadian prospectus and U.S. information statement. References herein to the “Prospectus” are references to the Canadian prospectus and U.S. information statement filed as Exhibit 12.1 to this registration statement.

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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
See the information contained in the Prospectus under “Governance” beginning on page 82, “Management and Our Master Services Agreement — Our Management” beginning on page 88, and “Independent Registered Chartered Accountants” on page 140. The address of Torys LLP, our Canadian counsel, is 79 Wellington Street West, Suite 3000, Box 270, TD Centre, Toronto, Ontario, Canada M5K 1N2. The address of Wilson & Partners LLP, our special Canadian counsel, is Suite 2900-100, Royal Trust Tower, Toronto Dominion Centre, Toronto, Ontario, Canada M5K 1G8. The address of Weil, Gotshal & Manges LLP, our United States counsel, is 767 Fifth Avenue, New York, New York 10153. The address of Appleby, our Bermuda counsel, is Canon’s Court, 22 Victoria Street. PO Box HM 1179, Hamilton, HM EX, Bermuda.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable because this Form 20-F is filed as a registration statement under the Securities Exchange Act of 1934 (the “Exchange Act”).
ITEM 3. KEY INFORMATION
Selected Financial Data
See the selected financial data beginning on page 7 of the Prospectus under “Summary — Summary of Selected Financial Information.” The selected financial data should be read in conjunction with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 42 of the Prospectus and the audited divisional combined financial statements of Brookfield Infrastructure Division and the notes thereto contained on pages F-10 through F-30 of the Prospectus and the unaudited divisional combined financial statements of Brookfield Infrastructure Division and the notes thereto contained on pages F-31 through F-43.
Capitalization and Indebtedness
See the capitalization table on page 41 of the Prospectus under “Capitalization”.
Risk Factors
See the description of material risks affecting our business, financial condition, results of operations and prospects contained in the Prospectus under “Risk Factors” beginning on page 13 of the Prospectus.
ITEM 4. INFORMATION ON THE COMPANY
History and Development
See the information contained in the Prospectus under “Summary” beginning on page 1, “Business” beginning on page 74 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 42 of the Prospectus.

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Business Overview
See the information contained in the Prospectus under “Summary” beginning on page 1, “Risk Factors — Risks Relating to Our Operations and the Infrastructure Industry” beginning on page 15, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 42 and “Business” beginning on page 74 of the Prospectus.
Organizational Structure
See the information contained in the Prospectus under “Summary” beginning on page 1, “Risk Factors — Risk Relating to Us and Our Partnership” beginning on page 13, “Risk Factors — Risk Relating to our Relationship with Brookfield” beginning on page 20, “Ownership and Organizational Structure” beginning on page 36, “The Spin-Off” on page 38, “Management and Our Master Services Agreement” beginning on page 88, “Relationship with Brookfield” beginning on page 95, “Description of Our Units and Our Limited Partnership” beginning on page 102, “Description of the Infrastructure Partnership Limited Partnership Agreement” beginning on page 111, “Security Ownership” beginning on page 119 and “Promoter” on page 141.
Property, Plant and Equipment
See the information contained in the Prospectus under “Risk Factors — Risks Relating to Our Operations and the Infrastructure Industry — Risks Relating to Our Electricity Transmission Operations — Our electricity transmission operations may require substantial capital expenditures in the future” on page 18, “— Our electricity transmission operations may engage in development projects which may expose us to various risks associated with construction” beginning on page 18, “— Risks Relating to Our Timber Operations — A variety of factors may limit or prevent harvesting by our timber operations” beginning on page 19, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 42 and “Business” beginning on page 74 of the Prospectus.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
See the information contained in the Prospectus under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 42, which should be read in conjunction with the audited divisional combined financial statements of Brookfield Infrastructure Division beginning on page F-10 of the Prospectus.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES.
Directors and Senior Management
See information contained in the Prospectus under “Governance” beginning on page 82, “Risk Factors — Risks Relating to our Relationship with Brookfield” beginning on page 20, “Management and our Master Services Agreement” beginning on page 88 and “Relationship with Brookfield” beginning on page 95 of the Prospectus.
Compensation
See the information contained in the Prospectus under “Governance” beginning on page 82, and “Management and our Master Services Agreement” beginning on page 88 of the Prospectus.

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Board Practices
See the information contained in the Prospectus under “Governance” beginning on page 82.
Employees
See the information contained in the Prospectus under “Business — Employees” on page 81.
Share Ownership
See the information contained in the Prospectus under “Security Ownership” beginning on page 119.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
Major Shareholders
See the information contained in the Prospectus under the headings “Risk Factors — Risks Relating to our Relationship with Brookfield” beginning on page 20, “Governance” beginning on page 82, “Management and our Master Services Agreement” beginning on page 88, “Relationship with Brookfield” beginning on page 95 and “Security Ownership” on page 119.
Related Party Transactions
See the information contained in the Prospectus under “Risk Factors — Risks Relating to our Relationship with Brookfield” beginning on page 20, “Governance” beginning on page 82, “Management and our Master Services Agreement” beginning on page 88, “Relationship with Brookfield” beginning on page 95, “The Spin-Off” on page 38, “Security Ownership” on page 119 and “Promoter” on page 141.
ITEM 8. FINANCIAL INFORMATION
See Item 18 (Financial Statements) below. See also the information under “Distribution Policy” beginning on page 39.
ITEM 9. THE OFFER AND LISTING
See the information contained in the Prospectus under “The Spin-Off” on page 38, “Listing of Our Units” on page 39 and “Description of Our Units and Our Limited Partnership Agreement” beginning on page 102.
ITEM 10. ADDITIONAL INFORMATION
Share Capital
See the information contained in the Prospectus under “The Spin-off” beginning on page 38, “Description of Our Units and Our Limited Partnership Agreement” beginning on page 102 and “Security Ownership” on page 119.

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Memorandum and Articles of Association
See the information contained in the Prospectus under “Risk Factors — Risk Relating to Our Relationship with Brookfield” beginning on page 20, “Governance” on page 82, “Management and Our Master Services Agreement” beginning on page 88, “Relationship with Brookfield” beginning on page 95, “Description of Our Units and Our Limited Partnership Agreement” beginning on page 102 and “Description of the Infrastructure Partnership Limited Partnership Agreement” beginning on page 111. Reference is also made to our limited partnership agreement and the Infrastructure limited partnership agreement filed as exhibits 1.2 and 4.1, respectively, to this Registration Statement.
Material Contracts
See the information contained on page 141 of the Prospectus under “Material Contracts”.
Exchange Controls
There are currently no governmental laws, decrees, regulations or other legislation of Bermuda or the United States which restrict the import or export of capital or the remittance of dividends, interest or other payments to non-residents of Bermuda or the United States holding the Company’s securities, except as otherwise described in the Prospectus under “Material Tax Considerations” beginning on page 120.
Taxation
See the information contained in the Prospectus under “Risk Factors — Risks Relating to Taxation” beginning on page 24 and “Material Tax Considerations” beginning on page 120.
Dividends and Paying Agents
See the information beginning on page 39 of the Prospectus under “Distribution Policy” and beginning on page 40 under “Distribution Reinvestment Plan”.
Statement by Experts
See the information contained on page 140 of the Prospectus under “Independent Registered Chartered Accountants” and the Consents filed as Exhibits 15(a).1 - 15(a).7 hereto.
Documents on Display
See the information beginning on page 141 of the Prospectus under “Additional Information”.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See the information contained in the Prospectus under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 42.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.

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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Not applicable because this Form 20-F is filed as a registration statement under the Exchange Act.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Not applicable because this Form 20-F is filed as a registration statement under the Exchange Act.
ITEM 16B. CODE OF ETHICS
Not applicable because this Form 20-F is filed as a registration statement under the Exchange Act.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Not applicable because this Form 20-F is filed as a registration statement under the Exchange Act.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable because this Form 20-F is filed as a registration statement under the Exchange Act.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
PART III
ITEM 17. FINANCIAL STATEMENTS
We have responded to Item 18 in lieu of responding to this item.
ITEM 18. FINANCIAL STATEMENTS
See the financial statements contained on pages F-1 through F-204 of the Prospectus and the Unaudited Pro Forma Financial Statements of the Infrastructure Partnership continued on pages 59 through 71 of the Prospectus.
ITEM 19. EXHIBITS
See Exhibit Index.

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SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

| BROOKFIELD INFRASTRUCTURE PARTNERS L.P. by its general partner, Brookfield Infrastructure Partners Limited |
Dated: November 21, 2007 | By: | /s/ James Keyes |
|  | Name: | James Keyes |
|  | Title: | Director |

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INDEX TO EXHIBITS

Number |  | Description
1.1 |  | Certificate of registration of Brookfield Infrastructure Partners L.P.*
1.2 |  | Limited partnership agreement of Brookfield Infrastructure Partners L.P.*
2.1 |  | Equity commitment, by and among Brookfield Asset Management Inc., Brookfield Infrastructure L.P. and Brookfield Infrastructure GP L.P.**
4.1 |  | Limited partnership agreement for Brookfield Infrastructure L.P.**
4.2 |  | Master Services Agreement, by and among Brookfield Asset Management Inc., Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., Brookfield Infrastructure Manager Inc. and Brookfield Asset Management Barbados Inc. and others.**
4.3 |  | Relationship agreement, by and among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure Partners Limited, Brookfield Infrastructure L.P., Brookfield Infrastructure GP L.P. and Brookfield Asset Management Inc. and others.**
4.4 |  | Registration rights agreement, between Brookfield Infrastructure Partners L.P. and Brookfield Asset Management Inc.**
4.5 |  | Licensing agreement, between Brookfield Infrastructure Partners L.P. and Brookfield Global Asset Management Inc.**
4.6 |  | Master Purchase Agreement, dated June 18, 2007, between Brookfield Infrastructure Partners Limited and Brookfield Asset Management Inc.*
4.7 |  | Purchase Agreement, dated June 16, 2006, by and among HQ Puno Ltd, Hydro-Quebéc International Transmisión Sudamérica S.A., Hydro-Québec International Inc., Rentas Electricas IV Limitada and Rentas Eléctricas III Limitada.
4.8 |  | Licensing agreement, between Brookfield Infrastructure L.P. and Brookfield Global Asset Management Inc.**
8.1 |  | List of all subsidiaries of Brookfield Infrastructure Partners L.P. (incorporated by reference to the information contained in Exhibit 12.1 of this registration statement under the heading “Ownership and Organizational Structure”).
12.1 |  | Preliminary Canadian prospectus and U.S. Information Statement, dated November 20, 2007, of Brookfield Infrastructure Partners L.P.
15(a).1 |  | Consent of Deloitte & Touche LLP dated November 20, 2007.
15(a).2 |  | Consent of Ernst & Young Ltda. dated November 19, 2007.
15(a).3 |  | Consent of KPMG LLP dated November 16, 2007.
15(a).4 |  | Consent of PricewaterhouseCoopers LLP dated November 16, 2007.
15(a).5 |  | Consent of PricewaterhouseCoopers dated November 21, 2007.
15(a).6 |  | Consent of Cushman & Wakefield Lepage Inc. dated November 15, 2007.
15(a).7 |  | Consent of D.A. Ruffles & Associates Ltd. dated November 14, 2007.

* |  | Previously filed.
** |  | To be filed by amendment

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