Brookfield Infrastructure Corporation Class A · TSX:BIPC
Brookfield Infrastructure Corporation Class A — Merger or Acquisition (June 2021)
17 slides from Brookfield Infrastructure Corporation Class A's merger presentation, Jun 23, 2021
Slide 1: Offer to Acquire Inter Pipeline Ltd.
Offer to Acquire Inter Pipeline Ltd. Brookfield Infrastructure June 21, 2021 Filed by: Brookfield Infrastructure Corporation (Commission File No. 001-39250) and Brookfield Infrastructure Partners L.P. (Commission File No. 001-33632) Pursuant to Rule 425 under the Securities Act of 1933 Subject Compa
Slide 2: Disclaimer
Disclaimer This presentation is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to sell or buy, any securities. Any reference to Brookfield Infrastructure Partners L.P. and its institutional partners’ (“Brookfield Infrastructure”) offer
Slide 3: Notice to Shareholders in the United States
Notice to Shareholders in the United States In connection with the Offer, BIP and BIPC have filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 and Amendment No. 1 and Amendment No. 2 thereto, which contains a prospectus relating to the Offer. SHAR
Slide 4: Brookfield Offer to Acquire Inter Pipeline Ltd.
Brookfield Offer to Acquire Inter Pipeline Ltd. Based on the closing price of the BIPC Shares on the TSX on June 1, 2021, and assumes that IPL shareholders select the higher value BIPC share consideration option resulting in 74% cash, 26% share pro-ration. Premium to Pembina offer valued at C$18.91
Slide 5: Background to the Offer
Background to the Offer On May 31st, Brookfield Infrastructure submitted to IPL’s special committee its final offer valued at ~C$19.50 per share comprised of 74% cash and 26% BIPC shares Our final offer included majority cash plus attractive share consideration We have received all required key regu
Slide 6: Brookfield's Offer is Superior to Alternative Transaction
Brookfield’s Offer is Superior to the Alternative Transaction Brookfield Infrastructure Offer Alternative Transaction IPL Shareholder Considerations Aggregate consideration(1),(2) C$19.74 C$18.91 Cash consideration Option to receive 100% cash consideration of C$19.50 0% cash Speed to close ~25 days
Slide 7: Reasons to Accept the Brookfield Offer
Reasons to Accept the Brookfield Offer No Limit on Cash Consideration and Ability to Maximize the Amount of Tax-Deferred Consideration Opportunity to Participate in Brookfield Infrastructure’s Global Infrastructure Platform Immediate Liquidity for Shareholders Highest Degree of Transaction Certainty
Slide 8: No Limit on Cash Consideration
No Limit on Cash Consideration The Offer provides IPL shareholders with the ability to elect to receive 100% cash consideration, without being subject to proration Brookfield Infrastructure’s Offer represents upfront and immediate cash value to IPL shareholders The Alternative Transaction offers no
Slide 9: Certainty of Value to Shareholders
Certainty of Value to Shareholders Alternative Transaction offers no cash consideration, leaving IPL shareholders exposed to market volatility Trading value of the Alternative Transaction could be impacted over the next six months due to business environment risks such as potential tax code changes,
Slide 10: Ability to Maximize the Amount of Tax-Deferred Consideration
Ability to Maximize the Amount of Tax-Deferred Consideration The Offer continues to include the opportunity for eligible Shareholders to elect to receive 100% of their consideration in BIPC Shares on a tax-deferred rollover basis Each IPL shareholder can elect to receive per IPL share 0.225 of a BIP
Slide 11: Immediate Liquidity for Shareholders
Immediate Liquidity for Shareholders Brookfield Infrastructure has received all regulatory and anti-trust approvals; Our Offer is open for tender until July 13th with take-up and payment within three business days Our Offer allows IPL shareholders to receive full payment of their total consideration
Slide 12: Highest Degree of Transaction Certainty
Highest Degree of Transaction Certainty versus the Alternative Transaction Brookfield Infrastructure’s Offer provides the highest level of certainty for shareholders Brookfield Infrastructure Offer Alternative Transaction Key Regulatory Approvals Canadian Competition Bureau ü ûNot secured Canada Tra
Slide 13: Brookfield Infrastructure Has Delivered Significant Value to Shareholders
Brookfield Infrastructure Has Delivered Significant Value to Shareholders ANNUAL DISTRIBUTION GROWTH (US$/Unit)(2) ~10% CAGR Total return figures shown as at June 1, 2021, unless otherwise noted. Annual distribution have been adjusted for the 3-for-2 stock split effective September 14, 2016 and the
Slide 14: Opportunity to Participate in a World-Class Infrastructure Platform
Opportunity to Participate in a World-Class Infrastructure Platform BIPC has exposure to high-quality, long-life assets that provide essential products and services for the global economy Based on FFO for the last twelve months ended March 31, 2021, proforma a full year contribution from recently cl
Slide 15: ESG has always been fully integrated into how we operate
ESG has always been fully integrated into how we operate our business Ensure the well-being and safety of employees Mitigate the impact of our operations on the environment Conduct business according to the highest ethical and legal standards Be good stewards in the communities in which we operate A
Slide 16: Brookfield's Offer Preserves Significant Canadian Jobs
Brookfield Infrastructure’s Offer preserves significant Canadian jobs in Alberta compared to the cost reduction-driven Alternative Transaction ~1,150 Canadian IPL employees(1) As at December 31, 2020, per IPL disclosure. IPL has been one of Alberta’s long-standing, top-tier employers providing rewar
Slide 17: Tender Instructions
Tender Instructions Offer open until 5 p.m. MT on July 13, 2021 (the “Expiry Time”) To accept the Offer properly complete and execute the Letter of Transmittal and deposit it, at or prior to the Expiry Time, together with your certificate(s) or DRS advice(s) representing your Common Shares held in I
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