Brookfield Infrastructure Partners completes Canadian offering of units

On November 6, 2009, Brookfield Infrastructure Partners L.P. (the Partnership) (NYSE: BIP; TSX: BIP.UN), and along with its related entities (Brookfield Infrastructure), completed a Canadian public offering of 39,585,000 limited partnership units (LP Units) at a price of C$15.55 per unit, for aggregate gross proceeds of approximately C$616 million, including approximately 4,085,000 LP Units that Brookfield Asset Management Inc. (NYSE, TSX: BAM; Euronext: BAMA), together with its affiliates (Brookfield), has agreed to purchase for gross proceeds of approximately C$64 million.

Brookfield and the Partnership also granted the underwriters an option (the Over-allotment Option), exercisable at any time up to November 25, 2009, to purchase up to an additional 5,325,000 LP Units (the Additional LP Units) for additional gross proceeds of up to approximately C$83 million. If the underwriters elect to purchase Additional LP Units, the underwriters will first offer to purchase LP Units issued to Brookfield under the public offering, and will purchase the balance of the Additional LP Units, if any, from the Partnership.

Credit Suisse Securities (Canada), Inc., RBC Capital Markets, Citigroup Global Markets Canada Inc. and HSBC Securities (Canada) Inc. are acting as joint book-running managers and underwriters for the public offering.

Subject to the approval of holders of outstanding LP Units, Brookfield, which currently holds securities exchangeable for approximately 40% of the LP Units, on a fully exchanged basis, intends to purchase, in the aggregate, approximately US$435 million of securities from Brookfield Infrastructure. If Brookfield does not sell any LP Units to the underwriters pursuant to the Over-allotment Option and it purchases, in the aggregate, approximately US$435 million of securities from Brookfield Infrastructure, Brookfield will increase its effective interest in the Partnership to approximately 45%.

The Partnership intends to use the net proceeds of the public offering and the issuance to Brookfield to partially fund the Partnership's participation in the previously announced restructuring and recapitalization of Babcock & Brown Infrastructure.

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