M&A - Brookfield Infrastructure Corp

Form Type: 8-K12G3

Filing Date: 2025-03-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525044107

Filing Summary: Brookfield Infrastructure Corporation is amending its original report on Form 6-K dated December 27, 2024, to reflect this filing as a Form 8-K12G3. This action is in connection with the closure of a reorganization arrangement with Brookfield Infrastructure Holdings Corporation, which was executed on December 24, 2024. As part of the arrangement, shareholders of Old BIPC received New BIPC Shares on a one-for-one basis. Old BIPC shares that were registered under Section 12(b) of the Exchange Act are now succeeded by the New BIPC Shares. Following the completion of the arrangement, New BIPC will have the same board and initial executive officers as Old BIPC, and it is expected that New BIPC Shares will be listed on the NYSE under the same trading symbol as Old BIPC, 'BIPC'. The document confirms the compliance of New BIPC as a 'successor issuer' to Old BIPC and its obligations to file periodic reports going forward.

Form Type: 8-K12B

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000119312524285917

Filing Summary: On December 24, 2024, Brookfield Infrastructure Corporation, previously known as 1505109 B.C. Ltd., completed a court-approved plan of arrangement under the Business Corporations Act of British Columbia. This arrangement involved the exchange of shares whereby holders of the previous Brookfield Infrastructure Corporation (Old BIPC) received new shares (New BIPC) on a one-for-one basis, resulting in the issuance of approximately 119 million New BIPC Shares. Following this reorganization, New BIPC became a successor issuer and will now file periodic reports under the U.S. Securities Exchange Act. The Old BIPC Shares were listed on the Toronto Stock Exchange and will be suspended from trading on the New York Stock Exchange on December 30, 2024, with New BIPC Shares commencing trading under the same symbol. The transition ensures continuity in governance, as the initial board and executive officers of New BIPC will mirror those of Old BIPC, ensuring a seamless transition post-merger.