Brookfield Infrastructure Corporation Announces At-the-Money Equity Issuance Program

Executive Summary

• Brookfield Infrastructure Corporation (BIPC) announced the establishment of an “at‑the‑market” (ATM) equity issuance program allowing up to US$400 million (or CAD equivalent) of Class A exchangeable subordinate voting shares to be sold from treasury.
• Proceeds, if any, are intended primarily to fund repurchases of LP Units by Brookfield Infrastructure Partners L.P. under its normal‑course issuer bid (NCIB) program and for general corporate purposes.
• The ATM Program is structured to be non‑dilutive overall, with a termination date of 28 Feb 2027 or earlier upon full sale or agreement termination.

Key Details

• Program Size: Up to US$400 million (or CAD equivalent) of BIPC Class A exchangeable subordinate voting shares.
• Share Exchange Feature: Each BIPC share is exchangeable at the holder’s option for one non‑voting limited partnership unit of Brookfield Infrastructure Partners L.P., or its cash equivalent, subject to adjustment for capital events.
• Use of Proceeds:
• Primarily to facilitate repurchases of LP Units by the Partnership under its NCIB program (subject to securities law compliance).
• Remaining funds may be used for general corporate purposes.
• Distribution Mechanics: Shares may be sold on an at‑the‑market basis through TSX, NYSE, or any other qualified marketplace in Canada or the United States; sale prices will vary by purchaser and over time.
• Agents & Agreements:
• Equity Distribution Agreement dated 19 Nov 2025 with Canadian Agents (RBC Dominion Securities Inc., Scotia Capital Inc.) and U.S. Agents (RBC Capital Markets, LLC; Scotia Capital (USA) Inc.).
• Program termination triggers: (i) sale of all authorized shares, (ii) termination of the Distribution Agreement by either party, or (iii) 28 Feb 2027, whichever occurs first.
• Regulatory Filings:
• Canadian prospectus supplement filed across all provinces/territories on 19 Nov 2025, supplementing the short‑form base shelf prospectus dated 29 Jan 2025.
• U.S. prospectus supplement filed as part of Form F‑3 registration statement (originally filed 16 Apr 2024, amended multiple times, declared effective 24 Apr 2025).
• Non‑Dilutive Expectation: The combined number of LP Units and BIPC shares is intended to remain generally unchanged, though temporary fluctuations may occur during the distribution period.

Notable Quotes

(No direct CEO/President quotes were included in the release.)