6-K 1 tm2415565d4_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission file number 001-33632

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

73 Front Street, Fifth Floor

Hamilton, HM 12

Bermuda

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

The exhibits to this Form 6-K are incorporated by reference into the registrant’s registration statement on Form F-3ASR filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2024 (File No. 333-278529).

Exhibit Index

Exhibit		Description

1.1		Underwriting Agreement dated May 29, 2024, by and among Brookfield Infrastructure Finance ULC, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure LLC, BIPC Holdings Inc., and the underwriters party thereto.

4.1		Second Supplemental Indenture dated May 31, 2024, by and among Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure LLC and BIPC Holdings Inc., as guarantors, Brookfield Infrastructure Finance ULC, as issuer, Computershare Trust Company of Canada, as Canadian trustee, and Computershare Trust Company N.A., as U.S. trustee.

4.2		Form of 7.250% Subordinated Notes due 2084 (included as Annex A to Exhibit 4.1).

4.3		Sixth Amendment, dated May 31, 2024, to the Amended and Restated Limited Partnership Agreement, dated February 16, 2018, of Brookfield Infrastructure Partners L.P.

4.4		Ninth Amendment, dated May 31, 2024, to the Amended and Restated Limited Partnership Agreement, dated February 16, 2018, of Brookfield Infrastructure L.P.

5.1		Opinion of Torys LLP as to matters of New York, Ontario and Alberta law, dated May 31, 2024.

5.2		Opinion of Appleby (Bermuda) Limited as to matters of Bermuda law, dated May 31, 2024.

23.1		Consent of Torys LLP (included as part of Exhibit 5.1).

23.2		Consent of Goodmans LLP, dated May 31, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

Date: May 31, 2024	By:	/s/ Jane Sheere
		Name: Jane Sheere
		Title: Secretary

SEC Form 6-K filed by BIP Bermuda Holdings I Limited