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<SEC-DOCUMENT>0001102624-08-000024.txt : 20080131
<SEC-HEADER>0001102624-08-000024.hdr.sgml : 20080131
<ACCEPTANCE-DATETIME>20080131150023
ACCESSION NUMBER:		0001102624-08-000024
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20080131
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20080131
DATE AS OF CHANGE:		20080131

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Brookfield Infrastructure Partners L.P.
		CENTRAL INDEX KEY:			0001406234
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			D0
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-33632
		FILM NUMBER:		08564209

	BUSINESS ADDRESS:	
		STREET 1:		7 REID STREET
		STREET 2:		4TH FLOOR
		CITY:			HAMILTON
		STATE:			D0
		ZIP:			HM11
		BUSINESS PHONE:		441 296-4480

	MAIL ADDRESS:	
		STREET 1:		7 REID STREET
		STREET 2:		4TH FLOOR
		CITY:			HAMILTON
		STATE:			D0
		ZIP:			HM11
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>brookfieldinfrastructure8k.htm
<DESCRIPTION>BROOKFIELD INFRASTRUCTURE PARTNERS L.P. 8-K
<TEXT>
<table cellpadding="3" border="0" cellspacing="0" width="100%">
<tr><td>
</td></tr>
</table>
<center>
<table border=0 cellpadding=3 cellspacing=0>
<tr><td align="center"><br><br>
<B>UNITED STATES</B><br>
<B>SECURITIES AND EXCHANGE COMMISSION</B><br>
Washington, D.C. 20549<p>
<hr size=1>
<p><b>FORM 8-K<p>
CURRENT REPORT
<p>
Pursuant to Section 13 or 15(d) of the<br>Securities Exchange Act of 1934.
</td>
</tr>
</table>
<p>
<b>
<table border=0 cellpadding=0 cellspacing=0>
<tr><td colspan=5 align=center>
<b>Date of Report: January   31, 2008</b><br>
(Date of earliest event reported)<br><br>
</td></tr>
<tr><td colspan=5 align=center>
<b>Brookfield Infrastructure Partners L.P.</b><br>
(Exact name of registrant as specified in its charter)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align=center colspan=2 width="40%" valign="top">
<b>none</b><br>
(State or other jurisdiction <br>of incorporation)
</td>
<td align=center width="20%" valign="top">
<b>001-33632</b><br>
(Commission File Number)
</td>
<td align=center colspan=2 width="40%" valign="top">
<b>98-0544123</b><br>
(IRS Employer <br>Identification Number)
</td>
</tr>
<tr><td colspan=5><br></td></tr>
<tr>
<td align="center" colspan=2>
<b>7 Reid Street, 4th Floor</b><br>
(Address of principal executive offices)
</td>
<td>&nbsp;</td>
<td align="center" colspan=2>
<b>HM 11</b><br>
(Zip Code)
</td>
</tr>
<tr><td colspan=5 align=center><br>
<b>441-296-4480</b><br>(Registrant's telephone number, including area code)
</td></tr>
<tr><td colspan=5><br></td></tr>
<tr><td colspan=5 align=center>
<b>Not Applicable</b><br>(Former Name or Former Address, if changed since last report)<br>
</td></tr>
</table>
</center>
<br><br>
</b>
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:<br>
<dl>
 <dd><font face="wingdings">o</font> Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
 <dd><font face="wingdings">o</font> Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  <br>
 <dd><font face="wingdings">o</font> Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  <br>
</dl>
<hr size=1>
<table width=100%>
<tr><td width="100%">
<b>Item 9.01. Financial Statements and Exhibits</b></b><br>
<br><b>(a) Financial statements:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(b) Pro forma financial information:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(c) Shell company transactions:</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  None<br>
<b>(d) Exhibits</b><br>
&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;  99.1 &nbsp; &nbsp; &nbsp; <a href="brookfieldinfrastru.htm">Press Release of Brookfield Infrastructure Partners L.P. dated January   31, 2008</a></b>
<p>
<p>
<hr size=1>
<b><center>SIGNATURE</center></b>
<p>
&nbsp; &nbsp; &nbsp; Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
              signed on its behalf by the undersigned hereunto duly authorized.<p>
</td></tr>
</table>
<br>
<table>
<tr>
<td width="50%" valign=top>
Dated: January   31, 2008<br>
</td>
<td>
<b>BROOKFIELD INFRASTRUCTURE PARTNERS L.P.</b>
<p>
By: <u>&nbsp;/s/  &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; </u> <br>
&nbsp; &nbsp; &nbsp;<br>
&nbsp; &nbsp; &nbsp;<i></i><br>
</td></tr>
</table>
<hr>
<center>
<table border=0 width="100%">
<tr><td colspan=2>
<center><b>Exhibit Index</b></center>
</td>
</tr>
<tr>
<td width=50% align=center><b><u>Exhibit No.</u></b></td>
<td width=50% align=center><b><u>Description</u></b></td>
</tr>
<tr>
<td align=center>99.1</td>
<td align=center>Press Release of Brookfield Infrastructure Partners L.P. dated January   31, 2008</td>
</tr>
</table>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>brookfieldinfrastru.htm
<DESCRIPTION>BROOKFIELD INFRASTRUCTURE PARTNERS L.P. PRESS RELEASE
<TEXT>

<p></p>
<b>Brookfield Asset Management Completes Spin-Off of Brookfield Infrastructure Partners</b>
<p>TORONTO and HAMILTON, BERMUDA -- 01/31/2008 --  Brookfield Asset Management
Inc. (TSX: BAM) (NYSE: BAM) announced today the completion of its
previously-announced spin-off of a newly created
publicly-traded partnership named Brookfield Infrastructure Partners L.P.
("the Partnership," and together with its related entities, "Brookfield
Infrastructure") (NYSE: BIP).  The spin-off was implemented by way of a
special dividend of a 60% interest in Brookfield Infrastructure to holders
of Brookfield's Class A and Class B Limited Voting shares as of the record
date, January 14, 2008.  Each holder of Brookfield Class A and Class B
shares is receiving one unit of the Partnership for each 25 Brookfield
shares held, less applicable withholding tax.
</p>
<p>
The Partnership units commenced trading on the New York Stock Exchange this
morning under the symbol BIP.  The CUSIP number for the Partnership units
is G16252 10 1.
</p>
<p>
No fractional units will be issued.  Instead, registered shareholders will
be paid an amount of cash based on the volume-weighted average trading
price of the units on the New York Stock Exchange for the five trading days
immediately following the spin-off.  A check for this cash amount will be
mailed to registered holders on or about February 11, 2008.
</p>
<p>
In order to satisfy Canadian withholding tax and U.S. "backup" withholding
tax obligations on the special dividend, a portion of the Partnership's
units otherwise distributable to non-Canadian investors will be withheld
from registered shareholders.  For non-Canadian beneficial owners of
Brookfield shares registered in the name of a broker or other intermediary,
these withholding tax obligations will be satisfied in the ordinary course
through arrangements with the broker or intermediary.  Beneficial owners
should consult their brokers to determine how the withholding tax
obligations will be satisfied for their units and on any questions they may
have regarding fractional units.
</p>
<p>
A wholly-owned subsidiary of Brookfield will purchase Partnership units
from Brookfield, including the fractional and withheld units of registered
shareholders, representing in aggregate approximately 0.2% of the
outstanding units of the Partnership.  For these units, the subsidiary will
pay to Brookfield an amount of cash for these units equal to the fair
market value of the units based on the volume-weighted average trading
price for the five trading days immediately following the spin-off.  The
final prospectus of Brookfield Infrastructure dated December 21, 2007
stated that Brookfield or one or more of its affiliates would purchase
withheld and fractional units representing approximately 6% of the
Partnership's units.  However, this percentage has been reduced to 0.2% as
settlement of fractional units and satisfaction of withholding taxes will
be managed by the institutions through which book-entry holders of
Brookfield Class A Limited Voting Shares hold their shares.
</p>
<p>
The Partnership's initial quarterly distribution has been set at $0.265 per
unit and will be prorated for the period between the spin-off and the
record date for the first distribution. The first distribution will be
payable on March 31, 2008 to unitholders of record on February 29, 2008.
</p>
<p>
The New York Stock Exchange relied on adjusted financial information for
Brookfield Infrastructure to approve the listing of the Partnership's units
on the exchange.  Such adjusted financial information was included in the
Partnership's listing application submitted to the New York Stock Exchange
and is available to the public upon request.
</p>
<p>
Brookfield Asset Management Inc. focuses on property, power and
infrastructure assets.  The company has approximately $90 billion of assets
under management and is co-listed on the New York and Toronto Stock
Exchanges under the symbol BAM. For more information, please visit
Brookfield's web site at www.brookfield.com.
</p>
<p>
Brookfield Infrastructure Partners L.P. was established by Brookfield Asset
Management as its primary vehicle to own and operate certain infrastructure
assets on a global basis.  Brookfield Infrastructure operates high quality,
long-life assets that generate stable cash flows, require relatively
minimal maintenance capital expenditures and, by virtue of barriers to
entry and other characteristics, tend to appreciate in value over time.
Its current business consists of the ownership and operation of premier
electricity transmission systems and timberlands in North and South
America, and it seeks acquisition opportunities in other infrastructure
sectors with similar attributes.  Brookfield Infrastructure's units trade
on the New York Stock Exchange under the symbol BIP.  For more information,
please visit Brookfield Infrastructure Partners' web site at
www.brookfieldinfrastructure.com.
</p>
<p>
Note: This press release contains forward-looking information within the
meaning of Canadian provincial securities laws and other "forward-looking
statements," within the meaning of Section 27A of the U.S. Securities Act
of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended.  The words "intend," "will," "expected" and other
expressions which are predictions of or indicate future events, trends or
prospects and which do not relate to historical matters identify
forward-looking statements.  Although Brookfield Asset Management believes
that the anticipated future results, performance or achievements expressed
or implied by the forward-looking statements and information are based upon
reasonable assumptions and expectations, the reader should not place undue
reliance on forward-looking statements and information in this press
release. The distribution of the Partnership's units, as well as the future
performance and prospects of Brookfield Infrastructure following the
distribution of the Partnership's units are subject to a number of known
and unknown risks and uncertainties.  Factors that could cause actual
results of Brookfield Infrastructure to differ materially from those
contemplated or implied by the statements in this press release include the
fact that success of Brookfield Infrastructure will be dependant on market
demand for an infrastructure company, which is unknown,  the availability
of equity and debt financing for Brookfield Infrastructure, the ability to
effectively complete new acquisitions in the competitive infrastructure
space and to integrate acquisitions into existing operations, and other
risks and factors described in the documents filed by the Partnership and
Brookfield with the securities regulators in Canada and the United States
including in the Canadian prospectus and U.S. information statement under
"Risk Factors" and Brookfield's Annual Information Form under the heading
"Business Environment and Risks" and other risks and factors that are
described in the registration statement filed in connection with the
distribution of Brookfield Infrastructure units.  Neither Brookfield nor
the Partnership undertakes any obligation to publicly update or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise.

</p>
<pre>
For more information, please visit www.brookfield.com</a> or
www.brookfieldinfrastructure.com</a> or contact:
Denis Couture
SVP, Investor Relations and Corporate and International Affairs
Brookfield Asset Management
Tel.: (416) 956-5189
Fax.: (416) 363-2856
dcouture@brookfield.com</a>


</pre>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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