03:33:16 EDT Fri 17 May 2024
Enter Symbol
or Name
USA
CA



Brookfield Infrastructure Partners LP
Symbol BIP
Shares Issued 458,763,806
Close 2023-09-19 C$ 42.27
Market Cap C$ 19,391,946,080
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Brookfield Infra has regulatory OK for Triton deal

2023-09-19 16:34 ET - News Release

Also News Release (C-BIPC) Brookfield Infrastructure Corp

Ms. Kerrie McHugh Hayes reports

TRITON INTERNATIONAL AND BROOKFIELD INFRASTRUCTURE ANNOUNCE RECEIPT OF ALL REQUIRED REGULATORY APPROVALS FOR PROPOSED ACQUISITION AND ELECTION DEADLINE

Following clearance from the Committee on Foreign Investment in the United States (CFIUS) on Sept. 18, 2023, all regulatory approvals required to complete the previously announced acquisition of Triton International Ltd. by Brookfield Infrastructure Partners LP, through its subsidiary Brookfield Infrastructure Corp. (BIPC), have been received. The parties currently anticipate the transaction will close on Sept. 28, 2023, subject to customary closing conditions contained in the parties' agreement and plan of merger, dated April 11, 2023. The merger is described: (a) in the proxy statement/joint prospectus (as amended and as supplemented by Triton's current report on Form 8-K filed with the U.S. Securities and Exchange Commission on Aug. 17, 2023, included in the registration statement of BIPC and BIP, which was declared effective by the SEC on July 6, 2023; and (b) in the merger agreement, which is attached to the proxy statement/joint prospectus as Annex A.

Brookfield Infrastructure and Triton also announced today that the deadline for holders of Triton common shares to elect their preferred form of merger consideration is 5 p.m. New York time on Sept. 26, 2023.

Registered Triton shareholders who wish to elect their preferred form of merger consideration in exchange for their Triton shares must deliver a properly completed election form and letter of transmittal to Computershare Inc. prior to the election deadline, along with their Triton stock certificates (or a properly completed notice of guaranteed delivery), if applicable, or, in the case of book entry shares, any additional documents specified in the election form, which was mailed on July 28, 2023, to Triton shareholders of record as of July 21, 2023.

Registered Triton shareholders who hold all of their Triton shares in electronic, book entry form may also make their elections prior to the election deadline by logging onto the Triton-Computershare website. Beneficial owners of Triton shares who hold their Triton shares through a bank, broker or other nominee may be subject to an earlier election deadline. Pursuant to the merger agreement, Triton and Brookfield Infrastructure have the right to extend the election deadline, in which case they will promptly announce any such rescheduled election deadline.

In exchange for each of their issued and outstanding Triton shares, Triton shareholders may elect to receive consideration payable in: (i) the specified mixture of both cash and shares of Class A exchangeable subordinate voting shares of BIPC equal to $68.50 per Triton share in cash and the number of BIPC shares with a value of $16.50 per Triton share based on the final BIPC share price (as defined in the proxy statement/joint prospectus), subject to adjustment and such consideration; (ii) all cash consideration; or (iii) all BIPC share consideration, each as more fully described in the merger agreement and in the proxy statement/joint prospectus. The value of the merger consideration will fluctuate and will be determined based on the volume-weighted average sales price per BIPC share on the New York Stock Exchange over the 10 consecutive trading days ending on the second trading day immediately prior to the merger closing. All elections, other than mixed elections, are subject to a proration procedure, and as a result, Triton shareholders who elect the cash election consideration or stock election consideration may not receive the merger consideration in the form they elected. The extent to which a Triton shareholder receives the merger consideration in the form they elected will depend on the elections made by other Triton shareholders.

Triton shareholders who elect the no election option on the election form or who fail to make a valid election by the election deadline will be deemed to have made no election and will therefore receive the cash election consideration or the stock election consideration (or a mix thereof) for each Triton share, depending on the elections made by other Triton shareholders. Triton shareholders are urged to consult their tax advisers for a full understanding of the tax consequences of exchanging Triton shares for the mixed election consideration, cash election consideration and/or stock election consideration.

Triton shareholders with questions regarding the election procedures, or who wish to obtain copies of the election materials, may contact Innisfree M&A, the information agent for the merger, at 877-750-0926. Triton shareholders holding their Triton shares through a bank, broker or other nominee should contact their bank, broker or other nominee, as applicable, to obtain copies of the election materials. Triton shareholders should carefully read the proxy statement/joint prospectus, the merger agreement and all election materials provided before making their elections.

About Triton International Ltd.

Triton is the world's largest lessor of intermodal freight containers. With a container fleet of over seven million 20-foot-equivalent units, Triton's global operations include acquisition, leasing, re-leasing and subsequent sale of multiple types of intermodal containers and chassis.

About Brookfield Infrastructure Partners LP and Brookfield Infrastructure Corp.

Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, mid-stream and data sectors across North and South America, Asia Pacific, and Europe. It is focused on assets that generate stable cash flows and require minimal maintenance capital expenditures. Investors can have access to its portfolio either through Brookfield Infrastructure Partners LP, a Bermuda-based limited partnership, or Brookfield Infrastructure Corp., a Canadian corporation.

Brookfield Infrastructure is the flagship listed infrastructure company of Brookfield Asset Management, a global alternative asset manager with approximately $850-billion of assets under management.

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