CORRESP

1114 Avenue of the Americas, 23rd Floor

New York, New York 10036.7703 USA

P. 212.880.6000 | F. 212.682.0200

www.torys.com

Mile T. Kurta

mkurta@torys.com

P. 212.880.6363

December 3, 2024

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561


Attention:		Anuja Majmudar Daniel Morris

Re:		Brookfield Infrastructure Partners L.P. Amendment No. 1 to Registration Statement on Form F-3 Filed November 1, 2024 File No. 333-278737

Dear Ladies and Gentlemen:

On behalf of Brookfield Infrastructure Partners L.P. (the “Company”), please find responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated November 26, 2024, with respect to the Company’s Amendment No. 1 to the Registration Statement on Form F-3 (File No. 333-278737 filed with the Commission on November 1, 2024 (the “Registration Statement”). Amendment No. 2 to the Registration Statement (“Amendment No. 2”) is being filed concurrently herewith. The numbered paragraph below corresponds to the numbered comment in the Staff’s letter and the Staff’s comments are presented in bold italics. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement in Amendment No. 2 to incorporate by reference the Company’s interim report for the quarter ended September 30, 2024, and has made corresponding changes to the disclosure throughout the prospectus. Unless otherwise indicated, defined terms used herein have the meanings set forth in Amendment No. 2.

Cover Page

1.	*Please revise your cover page, and other appropriate parts of the prospectus, to better explain the offering being registered. In particular, please clarify each of the following nine items:*

•

What are the exact transactions being registered pursuant to this registration statement?

The Company acknowledges the Staff’s comment and has revised the cover page and pages i, 3, 15, 16 and 22 of Amendment No. 2 to address the Staff’s comment.

•

Why the securities may be issued by the partnership or delivered by BIPC?

The Company acknowledges the Staff’s comment and has revised the cover page and pages 2, 10 and 11 of Amendment No. 2 to address the Staff’s comment.

•

How will the method be determined in any given exchange?

The Company acknowledges the Staff’s comment and has revised the cover page and pages 2, 10 and 11 of Amendment No. 2 to address the Staff’s comment.

•

What are the circumstances under which LP Units may be sold in connection with an acquisition of the exchangeable shares?

The Company acknowledges the Staff’s comment and has revised the cover page and pages i, 3, 6 and 15 to 17 of Amendment No. 2 to address the Staff’s comment.

•

Why have you replaced Existing BIPC with a new entity, 1505109 B.C. Ltd., as issuer in the arrangement?

The Company acknowledges the Staff’s comment and has revised page 1 of Amendment No. 2 to address the Staff’s comment.

•

As to the LP Units that may be issued in the future, are there any currently planned offerings?

The Company acknowledges the Staff’s comment and advises the Staff that the registration statement is only registering LP Units that may be issued or delivered in exchange for Exchangeable Shares (i) outstanding following closing of the Arrangement or (ii) that may be issued from time to time by BIPC following closing of the Arrangement pursuant to Regulation S or another effective registration statement under the Securities Act. The Company further advises the Staff that there are no current plans of BIPC to issue any such additional Exchangeable Shares after closing of the Arrangement. The Company further advises the Staff that the Company has not included a statement regarding future offerings in the Registration Statement because the Registration Statement relates to a continuous or delayed offering, and such a statement regarding future offering plans as of the date of the prospectus would be potentially misleading, as BIPC’s offering plans may change over time.

•

Under what circumstances would Brookfield Corporation need to satisfy the obligations of the partnership or BIPC?

The Company acknowledges the Staff’s comment and has revised the cover page and pages i, 2 and 3 of Amendment No. 2 to address the Staff’s comment. See also pages 12 to 15 of Amendment No. 2.

•

What is the purpose of the rights agreement?

The Company acknowledges the Staff’s comment and has revised pages 2 and 12 of Amendment No. 2 to address the Staff’s comment.

•

Will the LP Units offered under this registration statement be issued pursuant to the rights agreement?

The Company acknowledges the Staff’s comment and has revised the cover page and pages i, 3 and 22 of Amendment No. 2 to address the Staff’s comment.

If there are additional comments or questions, please do not hesitate to contact the undersigned at (212) 880-6363 or Chris Bornhorst at (212) 880-6047.


Very Truly Yours,

By:		/s/ Mile Kurta
		Mile Kurta
		Torys LLP

cc:	Jane Sheere, Brookfield Infrastructure Partners L.P.

Chris Bornhorst, Torys LLP