Brookfield gains more than two-thirds interest in Inter Pipeline

Brookfield Infrastructure Partners has taken up and paid for Inter Pipeline shares tendered as of August 20, bringing its total interest to 68.7 percent.

Brookfield Infrastructure Partners has taken up and paid for Inter Pipeline shares tendered as of August 20, bringing its total interest to 68.7 percent. The company’s board has been reconstituted to include four Brookfield nominees. Inter Pipeline, a Calgary-based oil and gas transportation business, last month agreed to recommend Brookfield’s C$8.6 billion takeover offer to shareholders.

PRESS RELEASE

BROOKFIELD, NEWS, Aug. 25, 2021 (GLOBE NEWSWIRE) — Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), together with its institutional partners (collectively, “Brookfield Infrastructure”) and Inter Pipeline (TSX: IPL) are pleased to announce that Brookfield Infrastructure has successfully taken up and paid for the shares tendered as of August 20, 2021, bringing Brookfield Infrastructure’s ownership of Inter Pipeline’s common shares to 68.7%.

Results of Tender
On August 20, 2021, Brookfield Infrastructure took up 253,166,495 common shares of Inter Pipeline, representing 65.4% of the common shares not beneficially owned by Brookfield Infrastructure.

Based on the elections made by Inter Pipeline shareholders who tendered to the Offer as of August 20, 2021, Inter Pipeline shareholders elected to receive cash in respect of an aggregate of 163.8 million Inter Pipeline common shares and elected to receive Class “A” exchangeable subordinate voting shares of Brookfield Infrastructure Partners Corporation (“BIPC Shares”) or Exchange LP Units (as defined in the Offer) in respect of an aggregate of 89.4 million common shares of Inter Pipeline. As shareholders elected to receive more BIPC Shares or Exchange LP Units than were available under the Offer as of the August 20 take up date, shareholders that elected to receive BIPC Shares or Exchange LP Units will receive 90.7% of the aggregate BIPC Shares and Exchange LP Units they elected to receive and the balance of the consideration will be delivered in either cash or pursuant to the Supplementary Election (as defined in the Offer). Accordingly, a total of 16.7 million BIPC Shares and 3.9 million Exchange LP Units will be issued to Inter Pipeline shareholders who tendered to the Offer as of August 20, 2021.

Brookfield is pleased with the initial take-up elections. The over-election of BIPC Shares and Exchange LP Units reflects a strong desire of Inter Pipeline shareholders to participate in Brookfield Infrastructure’s global infrastructure platform.

Inter Pipeline Board of Directors
Inter Pipeline has reconstituted its board of directors (the “Board”) to include four Brookfield Infrastructure nominees, comprised of two Brookfield Asset Management Inc. executives, Brian Baker and Jim Reid, and two independent directors recommended by Brookfield Infrastructure: Deborah Close and Glenn Hamilton. In connection with the changes to the Board, Margaret McKenzie, Julie Dill, Duane Keinick, Arthur Korpach, Alison Taylor Love, and Wayne Smith have resigned.

Margaret McKenzie, outgoing Inter Pipeline Chair, commented, “I would like to thank my fellow former directors for their commitment, judgement and efforts while delivering value in the best interests of Inter Pipeline and its shareholders.”

The Inter Pipeline Board is comprised of Brian Baker, Christian Bayle, Shelley Brown, Peter Cella, Deborah Close (Chair), Glenn Hamilton and Jim Reid.

Subsequent Acquisition Transaction
With a controlling interest greater than 66 2/3% of the common shares of Inter Pipeline, Brookfield Infrastructure intends to pursue a privatization transaction to acquire any Inter Pipeline shares that are not tendered prior to the expiry of the mandatory extension of the Offer. Brookfield Infrastructure and Inter Pipeline are in discussions regarding a possible Subsequent Acquisition Transaction (as defined in the Offer) and intend to announce details of such a transaction at a later date.

Completion of any such transaction is expected approximately 60 days from the expiry of the Offer. Given Brookfield Infrastructure’s controlling interest in Inter Pipeline, Inter Pipeline shareholders are encouraged to tender to the Offer to expedite receipt of their chosen consideration.

Following completion of any Subsequent Acquisition Transaction, Brookfield Infrastructure will seek to delist the Inter Pipeline common shares from trading on the Toronto Stock Exchange.

Offer Tender Instructions
Shareholders may elect up to 100% cash consideration, totalling C$20.00 per share of Inter Pipeline without being subject to proration or 0.250 of a BIPC Share, subject to proration.

Beneficial Inter Pipeline Shareholders (Inter Pipeline shares are held through a broker or other intermediary)

Contact your intermediary and provide them with your tender instructions. As intermediaries may have an earlier deadline to receive your instructions, Inter Pipeline shareholders are encouraged to take-action well in advance of the September 3rd expiry
Registered Inter Pipeline Shareholders (Inter Pipeline shares are held directly and not through an intermediary)

Complete the applicable Letter of Transmittal or Supplemental Letter of Transmittal and return it to Laurel Hill Advisory Group at assistance@laurelhill.com or the coordinates listed in the Sixth Notice of Extension

Inter Pipeline Dividends
The reconstituted Board has suspended Inter Pipeline’s monthly cash dividend, commencing with the September dividend. Inter Pipeline will utilize the retained cash flow to invest in the construction of the Heartland Petrochemical Complex and reduce indebtedness.

As previously disclosed, Inter Pipeline’s declared August cash dividend of $0.04 per common share will be paid on or about September 15, 2021 to shareholders of record as of August 23, 2021.

Further Information for Inter Pipeline Shareholders
Inter Pipeline shareholders are encouraged to read the full details of the Offer set forth in the original Offer to Purchase and Circular dated February 22, 2021 (the “Offer and Circular”), the notice of variation, change and extension dated June 4, 2021 (the “First Notice of Variation”), the second notice of variation and extension dated June 21, 2021 (the “Second Notice of Variation”), the third notice of variation and extension dated July 13, 2021 (the “Third Notice of Variation”), the fourth notice of variation and change dated July 19, 2021 (the “Fourth Notice of Variation”), the fifth notice of variation and extension dated August 6, 2021 (the “Fifth Notice of Variation”), and the sixth notice of extension (the “Sixth Notice of Extension”), which contain the full terms and conditions of the Offer and other important information as well as detailed instructions on how Inter Pipeline shareholders can tender their Inter Pipeline shares to the Offer.

Inter Pipeline shareholders who have questions or require assistance in depositing common shares of Inter Pipeline to the Offer should contact the Information Agent and Depositary, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (North American Toll Free Number) or 416-304-0211 (outside North America) or by email at assistance@laurelhill.com.

Copies of the Offer and Circular, the First Notice of Variation, the Second Notice of Variation, the Third Notice of Variation, the Fourth Notice of Variation, the Fifth Notice of Variation and the Sixth Notice of Extension, are available without charge on request from the Information Agent and are available at www.ipl-offer.com or on SEDAR at www.sedar.com.

Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors across North and South America, Asia Pacific and Europe. We are focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. Investors can access its portfolio either through Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), a Bermuda-based limited partnership, or Brookfield Infrastructure Corporation (NYSE, TSX: BIPC), a Canadian corporation. Further information is available at www.brookfield.com/infrastructure.

Brookfield Infrastructure Partners is the flagship listed infrastructure company of Brookfield Asset Management, a global alternative asset manager with over US$625 billion of assets under management. For more information, go to www.brookfield.com.

Inter Pipeline Ltd. is a major petroleum transportation and natural gas liquids processing business based in Calgary, Alberta, Canada. Inter Pipeline owns and operates energy infrastructure assets in Western Canada and is building the Heartland Petrochemical Complex — North America’s first integrated propane dehydrogenation and polypropylene facility. Inter Pipeline is a member of the S&P/TSX 60 Index and its common shares trade on the Toronto Stock Exchange under the symbol IPL. For more information, go to www.interpipeline.com.