PrefBlog

Brookfield Infrastructure has announced:

that it has agreed to issue 4,000,000 5.75% Cumulative Minimum Rate Reset Class A Preferred Limited Partnership Units, Series 19 (the “Series 19 Preferred Units”) on a bought deal basis to a syndicate of underwriters led by Scotiabank, BMO Capital Markets, CIBC Capital Markets, National Bank of Canada Capital Markets, RBC Capital Markets and TD Securities Inc. for distribution to the public. The Series 19 Preferred Units are being issued by Brookfield Infrastructure L.P. (“BILP”), a subsidiary of Brookfield Infrastructure Partners L.P. (“BIP”), and will be fully and unconditionally guaranteed by BIP and BIPC Holdings Inc., a subsidiary of BIP. The Series 19 Preferred Units will be issued at a price of $25.00 per unit, for gross proceeds of $100,000,000.

Holders of the Series 19 Preferred Units will be entitled to receive a cumulative quarterly fixed distribution at a rate of 5.75% annually for the initial period ending September 30, 2031. Thereafter, the distribution rate will be reset every five years at a rate equal to the greater of (i) the 5-year Government of Canada bond yield plus 2.35%, and (ii) 5.75%. The Series 19 Preferred Units are redeemable by BILP on September 30, 2031 and on each Series 19 Reclassification Date (as defined below) thereafter.

Holders of the Series 19 Preferred Units will have the right, at their option, to reclassify their Series 19 Preferred Units into Cumulative Floating Rate Reset Class A Preferred Limited Partnership Units, Series 20 (the “Series 20 Preferred Units”), subject to certain conditions, on September 30, 2031 and on September 30 every five years thereafter (each, a “Series 19 Reclassification Date”). Holders of Series 20 Preferred Units will be entitled to receive a cumulative quarterly floating distribution at a rate equal to the 90-day Canadian Treasury Bill yield plus 2.35%.

Brookfield Infrastructure has granted the underwriters an option, exercisable until 48 hours prior to closing, to purchase up to an additional 2,000,000 Series 19 Preferred Units which, if exercised, would increase the gross offering size to $150,000,000.

The Series 19 Preferred Units will be offered in all provinces and territories of Canada by way of a prospectus supplement to BILP’s existing Canadian short form base shelf prospectus dated August 7, 2026. The Series 19 Preferred Units may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act (as defined below).

Brookfield Infrastructure intends to use the net proceeds of the issue of the Series 19 Preferred Units for general corporate purposes. The offering of Series 19 Preferred Units is expected to close on or about August 27, 2026.

It’s nice to see some new paper, but geez, does it really have to come from the Brookfield group?

Thanks to Assiduous Reader skeptical111 for bringing this to my attention!

Update, 2026-08-26: The prospectus supplement is available on SEDARPlus but I am not permitted to link to it directly as this could reduce the profits made by the regulators’ future employers at the TSX. Search for: Brookfield Infrastructure L.P. (000112582); Prospectus (non pricing) supplement (other than ATM) – English.pdf;
24 Aug 2026 20:56 EDTAugust 24 2026 at 20:56:47 Eastern Daylight Time; Ontario; 525 KB; Generate URL

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As described below, the Series 19 Preferred Units will initially be guaranteed
by Brookfield Infrastructure Partners L.P. (the “Partnership”) and BIPC Holdings Inc. (“BIPC Holdings” and together with the Partnership and the permitted successors and assigns of BIPC Holdings and the Partnership, the “Guarantors”). For the initial period commencing on the Closing Date (as defined herein) and ending on and including September 30, 2031 (the “Initial Fixed Rate Period”), the holders of Series 19 Preferred Units will be entitled to receive fixed cumulative preferential cash distributions, as and when declared by the Partnership, in its capacity as the managing general partner of the Issuer, payable quarterly on the last day of March, June, September and December in each year at an annual rate equal to C$1.4375 per Series 19 Preferred Unit. The initial distribution, if declared, will be payable on September 30, 2026 to holders of record as of August 31, 2026 and will be C$0.1339 per Series 19 Preferred Unit, based on the anticipated closing date of August 27, 2026 (the “Closing Date”). See “Details of the Offering”.

For each five-year period after the Initial Fixed Rate Period (each a “Subsequent Fixed Rate Period”), the holders of Series 19 Preferred Units will be entitled to receive fixed cumulative preferential cash distributions, as and when declared by the Partnership, in its capacity as the managing general partner of the Issuer, payable quarterly on the last day of March, June, September and December during the Subsequent Fixed Rate Period, in an annual amount per Series 19 Preferred Unit determined by multiplying the Annual Fixed Distribution Rate (as defined herein) applicable to such Subsequent Fixed Rate Period by C$25.00. The Annual Fixed Distribution Rate for each Subsequent Fixed Rate Period will be equal to the greater of: (i) the sum of the Government of Canada Yield (as defined herein) on the 30th day prior to the first day of such Subsequent Fixed Rate Period plus 2.35%, and (ii) 5.75%. See “Details of the Offering”.
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The holders of Series 19 Preferred Units will have the right, at their option, to reclassify their Series 19 Preferred Units into Cumulative Class A Preferred Limited Partnership Units, Series 20 (the “Series 20 Preferred Units”) of the Issuer, subject to certain conditions, on September 30, 2031 and on September 30 every five years thereafter. … The Floating Quarterly Distribution Rate will be equal to the sum of the T-Bill Rate (as defined herein) plus 2.35% (calculated on the basis of the actual number of days elapsed in the applicable Quarterly Floating Rate Period divided by 365) determined on the 30th day prior to the first day of the applicable Quarterly Floating Rate Period. See “Details of the Offering”.
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The Series 19 Preferred Units will not be redeemable by the Issuer prior to September 30, 2031. On September 30, 2031 and on September 30 every five years thereafter, subject to the solvency requirements under Bermuda law and certain other restrictions set out in “Details of the Offering — Description of the Series 19 Preferred Units — Restrictions on Distributions and Retirement and Issue of Series 19 Preferred Units” …
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For Canadian federal income tax purposes, holders of the Series 19 Preferred Units and the Series 20 Preferred Units will not be subject to tax on distributions on the Series 19 Preferred Units and the Series 20 Preferred Units in the same way as they would on dividends on preferred shares of a Canadian corporation. See “Certain Canadian Federal Income Tax Considerations”.
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The Series 19 Preferred Units have been assigned a preliminary rating of “P-2 (low)” by S&P and an expected rating of “BBB-” by Fitch.
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“Initial Fixed Rate Period” means the period commencing on the Closing Date and ending on and including September 30, 2031.
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“Subsequent Fixed Rate Period” means for the initial Subsequent Fixed Rate Period, the period commencing on September 30, 2031 and ending on and including September 30, 2036 and for each succeeding Subsequent Fixed Rate Period, the period commencing on the day immediately following the end of the immediately preceding Subsequent Fixed Rate Period and ending on and including September 30 in the fifth year thereafter.
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If less than all of the outstanding Series 19 Preferred Units are to be redeemed, the units to be redeemed shall be selected on a pro rata basis disregarding fractions or, if such units are at such time listed on such exchange, with the consent of the TSX, in such manner as the Partnership, in its capacity as the managing general partner of the Issuer, in its sole discretion may, by resolution, determine.
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Subject to the solvency requirements under Bermuda law and so long as any of the Series 19 Preferred Units are outstanding, the Issuer will not, without the approval of the holders of the Series 19 Preferred Units: [list of payments they can’t make] unless, in each such case, all accrued and unpaid distributions up to and including the distribution payable for the last completed period for which distributions were payable on the Series 19 Preferred Units and on all other units of the Issuer ranking prior to or on a parity with the Series 19 Preferred Units with respect to the payment of distributions have been declared and paid or set apart for payment.
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In general, a Resident Holder’s share of the Issuer’s income (or loss) from a particular source will be treated as if it were income (or loss) of the Resident Holder from that source, and any provisions of the Tax Act applicable to that type of income (or loss) will apply to the Resident Holder.