Brookfield Infrastructure Corp: Key Insights from 8-K12B Filing on Reorganization

Here are the key insights from the provided section of the financial report for Brookfield Infrastructure Corporation:

1. Filing Purpose: The report is an 8-K12B filing submitted by Brookfield Infrastructure Corporation (New BIPC) as part of its reorganization process, which involves the closing of an arrangement with Brookfield Infrastructure Holdings Corporation (Old BIPC) as of December 24, 2024.
2. Company Background: Brookfield Infrastructure Corporation is incorporated under the laws of British Columbia, Canada. The reorganization was executed under a court-approved plan of arrangement, allowing Old BIPC shareholders (excluding certain members of the Brookfield Group) to receive New BIPC shares on a one-for-one basis.
3. Share Issuance: Approximately 119 million New BIPC Shares were issued to replace the Old BIPC Shares as part of the arrangement. These new shares are deemed registered under Section 12(b) of the Securities Exchange Act due to the historical registration of Old BIPC shares.
4. Trading Information: The Old BIPC shares are traded on the Toronto Stock Exchange under the symbol 'BIPC', and it is expected that on December 30, 2024, the Old BIPC shares will be suspended from trading on the New York Stock Exchange (NYSE). The New BIPC shares will commence trading on the NYSE under the same symbol 'BIPC'.
5. Regulatory Compliance: New BIPC is classified as a "foreign private issuer" and will be required to file periodic reports under the Exchange Act following the completion of the reorganization.
6. Management Continuity: The board of directors and executive officers of New BIPC will initially mirror those of Old BIPC, ensuring continuity in management.
7. Exemption from Registration: The New BIPC Shares issued in the exchange were exempt from registration under the U.S. Securities Act of 1933, pursuant to Section 3(a)(10).
8. Documentation Reference: The arrangement details are further elaborated in the Management Proxy Circular of Old BIPC, dated October 23, 2024, which is incorporated by reference.
9. Signature: The report was signed by Michael Ryan, who holds the title of Corporate Secretary for Brookfield Infrastructure Corporation, indicating formal acknowledgment of the filing.

These insights provide a comprehensive overview of the significant events and regulatory implications surrounding Brookfield Infrastructure Corporation's reorganization and share issuance.