Brookfield Infrastructure Closes Strategic Acquisition of Inter Pipeline

Source: www.gulfoilandgas.com 10/28/2021, Location: North America

Brookfield Infrastructure Partners L.P., together with its institutional partners (collectively, “Brookfield Infrastructure“) and Inter Pipeline Ltd. are pleased to announce the successful completion of Brookfield Infrastructure’s strategic acquisition of Inter Pipeline pursuant to the previously announced statutory plan of arrangement under the Business Corporations Act (Alberta) (the “Arrangement“).

The Arrangement was approved by: (i) 99.91% of the votes cast by holders of common shares (“Inter Pipeline Shares“) of Inter Pipeline (“Shareholders“) present in person (virtually) or represented by proxy at the special meeting of Inter Pipeline (the “Meeting“) held today; and (ii) 99.90% of the votes cast by Shareholders, excluding the votes required to be excluded in determining minority approval of a business combination under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. After obtaining the requisite Shareholder approvals at the Meeting, Inter Pipeline received a final order of the Court of Queen’s Bench of Alberta approving the Arrangement.

Pursuant to the Arrangement, Shareholders, other than Brookfield Infrastructure, were entitled to elect, on or before 5:00 p.m. (Calgary time) on October 26, 2021 (the “Election Deadline“), to receive, for each Inter Pipeline Share held:

- C$20.00 in cash (not subject to proration);
- 0.250 of a class “A” exchangeable subordinate voting share (“BIPC Share“) of Brookfield Infrastructure Partners Corporation (“BIPC“) (subject to proration);
- 0.250 of a class B limited partnership unit (each whole unit, an “Exchangeable LP Unit“) of Brookfield Infrastructure Corporation Exchange Limited Partnership (“Exchange LP“) (to the extent such Shareholders were eligible to make such election and subject to proration); or
- any combination thereof.
- Based on the valid elections received by the Election Deadline, Shareholders, other than Brookfield Infrastructure, will receive cash in respect of an aggregate of 68.7 million Inter Pipeline Shares and BIPC Shares or Exchange LP Units in respect of an aggregate of 32.4 million Inter Pipeline Shares.

It is anticipated that the Inter Pipeline Shares will be delisted from the Toronto Stock Exchange (the “TSX“) on or about the close of trading on November 1, 2021.

As previously announced, effective upon closing of the Arrangement, each of Christian Bayle, President and Chief Executive Officer and Brent Heagy, Chief Financial Officer, stepped down from their management positions with Inter Pipeline and Mr. Bayle also resigned from the Board of Directors (the “Board“) of Inter Pipeline. At the effective time of the resignations, Brian Baker was appointed as interim Chief Executive Officer, pending a search to identify a permanent replacement, and Paul Hawksworth was appointed as Chief Financial Officer.

In connection with the Arrangement, the Board also determined to terminate Inter Pipeline’s Premium DividendTM and Dividend Reinvestment Plan (the “DRIP”) effective October 28, 2021, which had been suspended since March 30, 2020, pursuant to and in accordance with the terms and conditions set forth in the DRIP. All participants in the DRIP were entitled to make elections and deposit their Inter Pipeline Shares under the Arrangement.

Certificates or direct registration system (“DRS”) advices representing Inter Pipeline Shares not deposited under the Arrangement prior to the Election Deadline, no longer entitle the holder thereof to any rights as a Shareholder and such registered Shareholders have the right to receive combination of the Share Consideration and the Cash Consideration, subject to rounding, for their Inter Pipeline Shares pursuant to, and in accordance with, the terms of the Arrangement. Registered Shareholders who have not yet tendered their Inter Pipeline Shares should submit a duly completed letter of transmittal and election form to Computershare Investor Services Inc., the depositary appointed by Brookfield Infrastructure in relation to the Arrangement. Registered Shareholders that hold physical certificates or DRS advices must include the same with their letter of transmittal and election form. Letters of transmittal and election forms were previously sent to Shareholders with the materials of the Meeting. Additional copies may be obtained by contacting Computershare by telephone at 1–800–564-6253 or at 1–514–982–7555 (if outside North America) or by email at corporateactions@computershare.com or by going to Inter Pipeline’s website at www.interpipeline.com or Inter Pipeline’s SEDAR profile at www.sedar.com.

Brookfield Infrastructure will file an early warning report, pursuant to National Instrument 62–103, in respect of its acquisition of Inter Pipeline Shares. A copy of this report may be obtained from Inter Pipeline’s SEDAR profile at www.sedar.com or by contacting Kate White at Brookfield Infrastructure by telephone at 416-956-5183 or by email at kate.white@brookfield.com.

Following the closing of the Arrangement and the delisting of the Inter Pipeline Shares from the TSX, it is expected that Inter Pipeline and Bison Acquisition Corp. (the “Purchaser“) will amalgamate to form “Inter Pipeline Ltd.” (“Amalco“). As a result of the anticipated amalgamation, the debt incurred by the Purchaser under a non-revolving term credit facility (the “Credit Facility“) established by a syndicate of lenders in connection with the acquisition of Inter Pipeline Shares, will be assumed by Amalco. The Credit Facility is fully drawn in the amount of C$1.425 billion and will mature on August 23, 2024. A copy of the Credit Facility will be posted under Amalco’s profile on SEDAR at www.sedar.com following completion of the anticipated amalgamation.


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