**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington D.C. 20549**

 

**FORM 20-F/A**

**(Amendment No. 1)**

 

| **o**                                           | **REGISTRATION STATEMENT PURSUANT   TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF   1934** |
|-------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|
| ** **                                      | ** **                                                                                                              |
| **OR**                                          |
| ** **                                      | ** **                                                                                                              |
| **x**                                           | **ANNUAL REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                    |
| **for the fiscal year ended December 31, 2018** |
| ** **                                      |
| **OR**                                          |
| ** **                                      | ** **                                                                                                              |
| **o**                                           | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                |
| ** **                                      | ** **                                                                                                              |
| **OR**                                          |
| ** **                                      | ** **                                                                                                              |
| **o**                                           | **SHELL COMPANY REPORT PURSUANT   TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**             |

 

**Commission file number 001-33632**

 
| **BROOKFIELD   INFRASTRUCTURE PARTNERS L.P.**                                             |
|-------------------------------------------------------------------------------------------|
| (Exact name of Registrant as specified in its charter)                                    |
|                                                                                      |
| **Bermuda**                                                                               |
| (Jurisdiction of incorporation or organization)                                           |
|                                                                                      |
| **73 Front Street**

**Hamilton, HM 12, Bermuda**                                         |
| (Address of principal executive offices)                                                  |
|                                                                                      |
| **Jane Sheere**

**73 Front Street**

**Hamilton, HM 12, Bermuda**

**+1-441-294-3309**   |
| (Name, Telephone, E-mail and/or Facsimile number and Address of   Company Contact Person) |

 

Securities registered pursuant to Section 12(b) of the Act:

 

| Title of class            |   | Name of each   exchange on which registered     |
|---------------------------|--------|-------------------------------------------------|
| Limited Partnership Units |   | New York Stock Exchange; Toronto Stock Exchange |

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: **None**

 

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Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: **None**

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

**277,347,890 Limited Partnership Units as of December 31, 2018**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x Yes   o No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes   x No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes   o No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes   o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or an emerging growth company. See definition of “accelerated filer”, “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one)

 

| Large accelerated filer x |   | Accelerated filer o |   | Non-accelerated filer o |   | Emerging growth company o |
|---------------------------|--------|---------------------|--------|-------------------------|--------|--------------------------------|

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

| U.S. GAAP o |   | International Financial Reporting Standards as issued   by the International Accounting Standards Board x |   | Other o |
|-------------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------|

 

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17   o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes   x No

 

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**EXPLANATORY NOTE**

 

Brookfield Infrastructure Partners L.P. (the “registrant”) is filing this Amendment No. 1 (this “Amendment No. 1”) to amend its Annual Report on Form 20-F for the year ended December 31, 2018 (the “Annual Report”) as filed with the U.S. Securities and Exchange Commission on February 28, 2019. The registrant is filing this Amendment No. 1 to correct the dates contained in Exhibits 13.1 and 13.2, which are replaced in their entirety with the attached Exhibits 13.1 and 13.2.

 

This Amendment No. 1 consists solely of a cover page, this explanatory note, Item 19, “Exhibits”, Exhibits 13.1 and 13.2, updated certifications of our principal executive officer and our principal financial officer as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and a signature page.

 

Except as described above, this Amendment No. 1 does not amend, update or restate the information in any other item of the Annual Report or reflect any events that have occurred after the original filing date of the Annual Report.

 

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**ITEM 19.    EXHIBITS**

 
| **Number** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1.1        |       | Certificate   of registration of Brookfield Infrastructure Partners L.P., registered as of   May 29, 2007-incorporated by reference to Exhibit 1.1 to our   partnership’s Registration Statement on Form 20-F filed July 31,   2007. (With regard to applicable cross-references in this report, our partnership’s   registration statement was filed with the SEC under File No. 1-33632).                             |
| 1.2        |       | Amended   and Restated Limited Partnership Agreement of Brookfield Infrastructure   Partners L.P., dated February 16, 2018-incorporated by reference to   Exhibit 99.1 to our partnership’s Form 6-K filed February 16,   2018.                                                                                                                                                                                                   |
| 1.3        |       | First   Amendment to the Amended and Restated Limited Partnership Agreement of   Brookfield Infrastructure Partners L.P., dated September 12,   2018-incorporated by reference to Exhibit 99.1 to our partnership’s   Form 6-K filed September 12, 2018.                                                                                                                                                                          |
| 4.1        |       | Amended   and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P.,   dated February 16, 2018-incorporated by reference to Exhibit 99.2   to our partnership’s Form 6-K filed February 16, 2018.                                                                                                                                                                                                              |
| 4.2        |       | First   Amendment to the Amended and Restated Limited Partnership Agreement of   Brookfield Infrastructure L.P., dated September 12, 2018-incorporated by   reference to Exhibit 99.2 to our partnership’s Form 6-K filed   September 12, 2018.                                                                                                                                                                                   |
| 4.3        |       | Amended   and Restated Master Services Agreement, dated March 13, 2015, by and   among Brookfield Asset Management Inc., Brookfield Infrastructure Partners   L.P., Brookfield Infrastructure L.P., and others-incorporated by reference to   Exhibit 4.3 to our partnership’s Annual Report on Form 20-F filed   March 18, 2015.                                                                                                 |
| 4.4        |       | Amended   and Restated Relationship Agreement, dated March 28, 2014, by and among   Brookfield Asset Management Inc., Brookfield Infrastructure Partners L.P.,   Brookfield Infrastructure L.P., and others-incorporated by reference to   Exhibit 4.3 to our partnership’s Annual Report on Form 20-F filed   March 28, 2014.                                                                                                    |
| 4.5        |       | Registration   Rights Agreement, dated December 4, 2007, between Brookfield   Infrastructure Partners L.P. and Brookfield Asset Management   Inc.-incorporated by reference to Exhibit 4.4 to our partnership’s   Registration Statement on Form 20-F/A filed December 13, 2007.                                                                                                                                                  |
| 4.6        |       | Support   Agreement, dated October 15, 2018, between Brookfield Infrastructure   Partners L.P. and Brookfield Infrastructure Partners Exchange LP-incorporated   by reference to Exhibit 4.6 to our partnership’s Annual Report on   Form 20-F filed February 28, 2019.                                                                                                                                                           |
| 4.7        |       | Indenture   dated October 10, 2012 between Brookfield Infrastructure Finance ULC,   Brookfield Infrastructure Finance LLC, Brookfield Infrastructure Finance   Limited, Brookfield Infrastructure Finance Pty Ltd and Computershare Trust Company   of Canada, as supplemented from time to time-incorporated by reference to   Exhibit 4.6 to our partnership’s Annual Report on Form 20-F filed   March 18, 2015.               |
| 4.8        |       | Second   Supplemental Indenture dated March 11, 2015 between Brookfield   Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield   Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and   Computershare Trust Company of Canada-incorporated by reference to   Exhibit 4.10 to our partnership’s Annual Report on Form 20-F filed   March 18, 2015.                               |
| 4.9        |       | Guarantee   dated March 11, 2015 by Brookfield Infrastructure Partners L.P.,   Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield   Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US   Holdings I Corporation in favor of Computershare Trust Company of   Canada-incorporated by reference to Exhibit 4.11 to our partnership’s   Annual Report on Form 20-F filed March 18, 2015. |
| 4.10       |       | Third   Supplemental Indenture dated October 30, 2015 between Brookfield   Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield   Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and   Computershare Trust Company of Canada-incorporated by reference to   Exhibit 99.1 to our partnership’s Form 6-K filed October 30,   2015.                                              |

 

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| 4.11    |   | Guarantee   dated October 30, 2015 by Brookfield Infrastructure Partners L.P.,   Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield   Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US   Holdings I Corporation in favor of Computershare Trust Company of   Canada-incorporated by reference to Exhibit 99.2 to our partnership’s   Form 6-K filed October 30, 2015.                                                  |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.12    |   | Fifth   Supplemental Indenture dated February 22, 2017 between Brookfield   Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield   Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and   Computershare Trust Company of Canada-incorporated by reference to   Exhibit 99.1 to our partnership’s Form 6-K filed February 22,   2017.                                                                               |
| 4.13    |   | Guarantee   dated February 22, 2017 by Brookfield Infrastructure Partners L.P.,   Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield   Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US   Holdings I Corporation in favor of Computershare Trust Company of   Canada-incorporated by reference to Exhibit 99.2 to our partnership’s   Form 6-K filed February 22, 2017.                                                |
| 4.14    |   | Sixth   Supplemental Indenture dated September 10, 2018 between Brookfield   Infrastructure Finance ULC, Brookfield Infrastructure Finance LLC, Brookfield   Infrastructure Finance Limited, Brookfield Infrastructure Finance Pty Ltd and   Computershare Trust Company of Canada-incorporated by reference to   Exhibit 99.1 to our partnership’s Form 6-K filed September 10,   2018.                                                                             |
| 4.15    |   | Guarantee   dated September 10, 2018 by Brookfield Infrastructure Partners L.P.,   Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited, Brookfield   Infrastructure Holdings (Canada) Inc. and Brookfield Infrastructure US   Holdings I Corporation in favor of Computershare Trust Company of   Canada-incorporated by reference to Exhibit 99.2 to our partnership’s   Form 6-K filed September 10, 2018.                                              |
| 4.16    |   | Guarantee   indenture dated February 5, 2019 among Brookfield Infrastructure Partners   L.P., Brookfield Infrastructure L.P., BIP Bermuda Holdings I Limited,   Brookfield Infrastructure Holdings (Canada) Inc., Brookfield Infrastructure   US Holdings I Corporation, BIP Investment Corporation and Computershare Trust   Company of Canada-incorporated by reference to Exhibit 4.16 to our   partnership’s Annual Report on Form 20-F filed February 28, 2019. |
| 8.1     |   | Subsidiaries   of Brookfield Infrastructure Partners L.P. (Incorporated by reference to Item   4.C, “Organizational Structure” of the Annual Report).                                                                                                                                                                                                                                                                                                                               |
| 12.1    |   | Certification of Samuel Pollock, Chief Executive   Officer, Brookfield Infrastructure Group L.P., pursuant to Section 302   of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                          |
| 12.2    |   | Certification of Bahir Manios, Chief Financial   Officer, Brookfield Infrastructure Group L.P., pursuant to Section 302   of the Sarbanes-Oxley Act of 2002.*                                                                                                                                                                                                                                                                                                                            |
| 13.1    |   | Certification of Samuel Pollock, Chief Executive   Officer, Brookfield Infrastructure Group L.P., pursuant to 18 U.S.C.   Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act   of 2002.*                                                                                                                                                                                                                                                                             |
| 13.2    |   | Certification of Bahir Manios, Chief Financial   Officer, Brookfield Infrastructure Group L.P., pursuant to 18 U.S.C.   Section 1350, as adopted to Section 906 of the Sarbanes-Oxley Act   of 2002.*                                                                                                                                                                                                                                                                               |
| 15.1    |   | Consent   of Deloitte LLP, Independent Registered Public Accounting Firm, relating   to the incorporation of the consolidated financial statements of Brookfield   Infrastructure Partners L.P. into this Annual Report on   Form 20-F-incorporated by reference to Exhibit 15.1 to our   partnership’s Annual Report on Form 20-F filed February 28, 2019.                                                                                                     |
| 101.INS |   | XBRL Instance Document-incorporated by reference to   our partnership’s Annual Report on Form 20-F filed February 28,   2019.                                                                                                                                                                                                                                                                                                                                                  |
| 101.SCH |   | XBRL Taxonomy Extension Schema Document-incorporated   by reference to our partnership’s Annual Report on Form 20-F filed   February 28, 2019.                                                                                                                                                                                                                                                                                                                                 |
| 101.CAL |   | XBRL Taxonomy Extension Calculation Linkbase   Document-incorporated by reference to our partnership’s Annual Report on   Form 20-F filed February 28, 2019.                                                                                                                                                                                                                                                                                                                   |
| 101.DEF |   | XBRL Taxonomy Extension Definition Linkbase   Document-incorporated by reference to our partnership’s Annual Report on   Form 20-F filed February 28, 2019.                                                                                                                                                                                                                                                                                                                    |
| 101.LAB |   | XBRL Taxonomy Extension Label Linkbase   Document-incorporated by reference to our partnership’s Annual Report on   Form 20-F filed February 28, 2019.                                                                                                                                                                                                                                                                                                                         |
| 101.PRE |   | XBRL Taxonomy Extension Presentation Linkbase   Document-incorporated by reference to our partnership’s Annual Report on   Form 20-F filed February 28, 2019.                                                                                                                                                                                                                                                                                                                  |

 

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** Filed electronically herewith.*

 

The registrant hereby agrees to furnish to the SEC at its request copies of long-term debt instruments defining the rights of holders of outstanding long-term debt that are not required to be filed herewith.

 

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**SIGNATURE**

 

The registrant hereby certifies that it meets all of the requirements for filing an annual report on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
| Dated: March 6,   2019 | BROOKFIELD   INFRASTRUCTURE PARTNERS L.P. by its general partner, Brookfield   Infrastructure Partners Limited |
|-----------------------------|---------------------------------------------------------------------------------------------------------------------|
|                        |                                                                                                                |
|                        | By:                                                                                                                 | /s/ WILLIAM COX |
|                        |                                                                                                                | Name: | William Cox |
|                        |                                                                                                                | Title: | *Director* |

 

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