BROOKFIELD Corp /ON/ — Major Shareholding Notification 2020

Nov 4, 2020

SC 13D/A 1 d98742dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 3)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

TransAlta Corporation

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

89346D107

(CUSIP Number)

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 2, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BROOKFIELD ASSET MANAGEMENT INC. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 33,189,365 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 33,189,365 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,189,365 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1% (1) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | CO | |

(1) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS PARTNERS LIMITED | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 33,189,365 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 33,189,365 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,189,365 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1% (2) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | CO | |

(2) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS EAGLE CANADA COMMON HOLDINGS LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 13,667,702 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 13,667,702 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,667,702 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 5.0% (3) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | PN | |

(3) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BIF IV EAGLE NR CARRY LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) WC | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 19,521,663 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 19,521,663 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,521,663 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 7.1% (4) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | PN | |

(4) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BIF IV LTIP CANADA SPLITTER LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 19,521,663 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 19,521,663 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,521,663 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 7.1% (5) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | PN | |

(5) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BIF IV CDN SPLIT LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 33,189,365 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 33,189,365 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,189,365 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1% (6) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | PN | |

(6) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BIF IV CDN GP LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 33,189,365 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 33,189,365 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,189,365 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1% (7) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | PN | |

(7) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BIF IV CDN GP LTD. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 33,189,365 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 33,189,365 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,189,365 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1% (8) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | CO | |

(8) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BIG HOLDINGS LP | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION MANITOBA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 33,189,365 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 33,189,365 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,189,365 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1% (9) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | PN | |

(9) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BROOKFIELD INFRASTRUCTURE GROUP LIMITED | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 33,189,365 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 33,189,365 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,189,365 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1% (10) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | CO | |

(10) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BAM INFRASTRUCTURE GROUP L.P. | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION MANITOBA | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 33,189,365 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 33,189,365 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,189,365 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1% (11) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | PN | |

(11) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

CUSIP No. 89346D107

| 1 | NAMES
OF REPORTING PERSONS BAM LIMITED | |
| --- | --- | --- |
| 2 | CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY | |
| 4 | SOURCE OF FUNDS (SEE
INSTRUCTIONS) AF | |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ | |
| 6 | CITIZENSHIP OR PLACE OF
ORGANIZATION ONTARIO | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER — |
| | 8 | SHARED VOTING POWER 33,189,365 |
| | 9 | SOLE DISPOSITIVE POWER — |
| | 10 | SHARED DISPOSITIVE POWER 33,189,365 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,189,365 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11) 12.1% 12) | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | CO | |

(12) Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 274.2 million as of November 3, 2020.

EXPLANATORY NOTE

This Amendment No. 3 (this “ Amendment No. 3 ”) to Schedule 13D is being filed to (i) reflect an amendment and restatement, dated as of November 2, 2020, of the Margin Loan Agreement, dated as of September 9, 2019, between Eagle Canada Common Holdings LP and BIF IV Eagle NR Carry LP, as Borrowers, Bank of Montreal as lender and BMO Nesbitt Burns Inc. as the calculation agent and (ii) reflect that Eagle Canada Common Holdings LP and BIF IV Eagle NR Carry LP (collectively, the “ Purchaser Reporting Persons ”) have acquired, in aggregate, an additional 1,704,482 common shares (the “ Common Shares ”) in the capital of TransAlta Corporation (the “ Issuer ”) on the Toronto Stock Exchange in open market purchases (the “ Additional Purchases ”) for aggregate cash consideration of C$13,087,155 (excluding brokerage commission and director compensation shares), at prices between C$7.52 per Common Share and C$8.00 per Common Share, or received through grants of Common Shares awarded as director compensation to the Reporting Persons’ director nominees currently serving on the Issuer’s board of directors in accordance with the terms of the Investment Agreement.

Information reported and defined terms used in the original Schedule 13D remain in effect, unless they are amended or superseded by information or defined terms contained in this Amendment No. 3.

ITEM 2. Identity and Background.

Item 2 of the original Schedule 13D is hereby amended and supplemented as follows:

Schedules I, II and III hereto set forth an updated list of the directors and executive officers of Brookfield, Partners and BAM Limited (to be included as Scheduled Persons), and their respective principal occupations, addresses, and citizenships.

ITEM 3. Source and Amount of Funds or Other Consideration .

Item 3 of original Schedule 13D is hereby supplemented as follows:

The Purchaser Reporting Persons acquired the additional 1,704,482 Common Shares in the open market for an aggregate consideration of C$13,087,155 (excluding brokerage commission and director compensation shares) or received through grants of Common Shares awarded as director compensation to the Reporting Persons’ director nominees currently serving on the Issuer’s board of directors in accordance with the terms of the Investment Agreement. All purchases of Common Shares in open market transactions were funded from available liquidity.

The Additional Purchases were completed in accordance with the investment intention of the Reporting Persons in the Issuer and the agreements related thereto, as described in the original Schedule 13D.

ITEM 5. Interest in Securities of the Issuer .

Sections (a), (b), and (c) of Item 5 of the original Schedule 13 are hereby amended and restated as follows:

(a)-(b) The aggregate number and percentage of Common Shares held by the Reporting Persons to which this Schedule 13D relates is 33,189,365 shares, constituting approximately 12.1% of the Issuer’s currently outstanding Common Shares. The percentage of Common Shares of the Issuer is based on an aggregate number of Common Shares of the Issuer of 274.2 million as of November 3, 2020, based on Issuer’s Form 6-K dated November 4, 2020.

(i) Eagle Canada

(a) Eagle Canada may be deemed the beneficial owner of 13,667,702 Common Shares, constituting a percentage of approximately 5.0%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 13,667,702 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 13,667,702 Common Shares

(ii) BIF IV Eagle

(a) BIF IV Eagle may be deemed the beneficial owner of 19,521,663 Common Shares, constituting a percentage of approximately 7.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 19,521,663 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 19,521,663 Common Shares

(iii) BIF IV LTIP

(a) BIF IV LTIP may be deemed the beneficial owner of 19,521,663 Common Shares, constituting a percentage of approximately 7.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 19,521,663 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 19,521,663 Common Shares

(iv) BIF IV Cdn

(a) BIF IV Cdn may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 33,189,365 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 33,189,365 Common Shares

(v) BIF IV Cdn GP

(a) BIF IV Cdn GP may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 33,189,365 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 33,189,365 Common Shares

(vi) BIF IV Cdn GP Ltd

(a) BIF IV Cdn GP Ltd may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 33,189,365 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 33,189,365 Common Shares

(vii) BIG Holdings

(a) BIG Holdings may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 33,189,365 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 33,189,365 Common Shares

(viii) BIGL

(a) BIGL may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 33,189,365 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 33,189,365 Common Shares

(ix) BIG LP

(a) BIG LP may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 33,189,365 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 33,189,365 Common Shares

(x) BAM Limited

(a) BAM Limited may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 33,189,365 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 33,189,365 Common Shares

(xi) Brookfield

(a) Brookfield may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 33,189,365 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 33,189,365 Common Shares

(xii) Partners

(a) Partners may be deemed the beneficial owner of 33,189,365 Common Shares, constituting a percentage of approximately 12.1%

(b) Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 33,189,365 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 33,189,365 Common Shares

(c) Schedule IV filed herewith, which is incorporated herein by reference, describes all of the transactions in the Common Shares that were effected in the past 60 days by the Reporting Persons.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

Item 6 of the original Schedule 13D is hereby supplemented as follows:

On November 2, 2020, BIF IV Eagle and Eagle Canada, as borrowers, Bank of Montreal as lender and BMO Nesbitt Burns Inc. as the calculation agent, amended and restated the Margin Loan Agreement (the “ A&R Margin Loan Agreement ”) to, among other things, increase the borrowing limit to C$200,000,000. As of November 4, 2020, up to 33,132,606 Common Shares were subject to the pledge under the security agreements in connection with the A&R Margin Loan Agreement.

ITEM 7. Materials to Be Filed as Exhibits.

Exhibit 99.5 A&R Margin Loan Agreement

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

November 4, 2020
By:	/s/ Adrienne Moore
	Name:  Adrienne Moore
	Title:   Vice-President
BIF IV EAGLE NR CARRY LP , by its general partner BIF IV LTIP CANADA SPLITTER LP , by its general partner BIF IV CDN SPLIT LP , by its general partner BIF IV CDN
GP LP , by its general partner BIF IV CDN GP LTD.
By:	/s/ Adrienne Moore
	Name:  Adrienne Moore
	Title:   Vice-President
BIF IV LTIP CANADA SPLITTER LP , by its general partner BIF IV CDN SPLIT LP , by its general partner BIF IV CDN GP LP , by its general partner BIF IV CDN
GP LTD.
By:	/s/ Adrienne Moore
	Name:  Adrienne Moore
	Title:   Vice-President
BIF IV CDN SPLIT LP , by its general partner BIF IV CDN GP LP , by its general partner BIF IV CDN GP LTD.
By:	/s/ Adrienne Moore
	Name:  Adrienne Moore
	Title:   Vice-President
BIF IV CDN GP LP , by its general partner BIF IV CDN GP LTD.
By:	/s/ Adrienne Moore
	Name:  Adrienne Moore
	Title:   Vice-President

BIF IV CDN GP LTD.
By:	/s/ Adrienne Moore
	Name:  Adrienne Moore
	Title:   Vice-President
BIG HOLDINGS LP , by its general partner BROOKFIELD INFRASTRUCTURE GROUP LIMITED
By:	/s/ James Rickert
	Name:  James Rickert
	Title:   President
BROOKFIELD INFRASTRUCTURE GROUP LIMITED
By:	/s/ James Rickert
	Name:  James Rickert
	Title:   President
BAM INFRASTRUCTURE GROUP L.P. , by its general partner BAM LIMITED
By:	/s/ Kathy Sarpash
	Name:  Kathy Sarpash
	Title:   Vice-President and Secretary
BAM LIMITED
By:	/s/ Kathy Sarpash
	Name:  Kathy Sarpash
	Title:   Vice-President and Secretary
BROOKFIELD ASSET MANAGEMENT INC.
By:	/s/ Kathy Sarpash
	Name:  Kathy Sarpash
	Title:   Senior Vice-President
PARTNERS LIMITED
By:	/s/ Brian D. Lawson
	Name:  Brian D. Lawson
	Title:   President

SCHEDULE I

BROOKFIELD ASSET MANAGEMENT INC.

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
M. Elyse Allan, Director	181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada	Corporate Director	Canada and U.S.A.
Justin B. Beber, Managing Partner, Head of Corporate Strategy and Chief Legal Officer	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Managing Partner, Head of Corporate Strategy and Chief Legal Officer, Brookfield	Canada
Jeffrey M. Blidner, Vice Chair and
Director	181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada	Vice Chair, Brookfield	Canada
Angela F. Braly, Director	832 Alverna Drive, Indianapolis, Indiana 46260, U.S.A.	Corporate Director	U.S.A.
Jack L. Cockwell, Director	51 Yonge Street, Suite 400, Toronto, Ontario, M5E 1J1, Canada	Chair of Brookfield Partners Foundation	Canada
Marcel R. Coutu, Director	c/o Suite 1210, 225 – 6th Ave. S.W. Calgary, Alberta, T2P 1N2, Canada	Corporate Director	Canada
Maureen Kempston Darkes, Director	10 Avoca Avenue, Unit 1904, Toronto, Ontario M4T 2B7, Canada	Corporate Director	Canada
Janice Fukakusa, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Corporate Director	Canada
Murilo Ferreira, Director	Rua General Venãncio Flores, 50 Cob. 01, Leblon, Rio de Janeiro RJ 22441-090	Former Chief Executive Officer, Vale SA	Brazil
J. Bruce Flatt, Director, Managing Partner and Chief Executive Officer	One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K.	Managing Partner and Chief Executive Officer, Brookfield	Canada
Nicholas H. Goodman, Managing Partner and Chief Financial Officer	181 Bay Street, Suite 300, Toronto, Ontario, M5J 2T3, Canada	Managing Partner and Chief Financial Officer, Brookfield	United Kingdom
Brian W. Kingston, Managing Partner, Chief Executive Officer Real Estate	250 Vesey Street, 15th Floor, New York, NY 10281-1023, U.S.A.	Managing Partner, Chief Executive Officer Real Estate, Brookfield	Canada
Brian D. Lawson, Vice Chair and Director	181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada	Vice Chair and Director, Brookfield	Canada

| Cyrus Madon, Managing Partner, Chief Executive
Officer Private Equity | 181 Bay Street, Suite300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer of Private Equity, Brookfield | Canada |
| --- | --- | --- | --- |
| Howard S. Marks, Director | 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071, U.S.A. | Co-Chairman, Oaktree Capital Management | U.S.A. |
| Frank J. McKenna, Director | TDCT Tower, 161 Bay Street, 35th Floor, Toronto, Ontario M5J 2T2, Canada | Chair of Brookfield and Deputy Chair of TD Bank Group, Wholesale | Canada |
| Rafael Miranda, Director | C/Santiago de Compostela 100 28035 Madrid, Spain | Corporate Director | Spain |
| Craig Noble, Managing Partner, Chief Executive
Officer Alternative Investments | 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Alternative Investments, Brookfield | Canada |
| Lord Augustine Thomas O’Donnell, Director | Frontier Economics, 71 High Holborn, London U.K. WC1V 6DA | Chairman of Frontier Economics Limited | United Kingdom |
| Lori Pearson, Managing Partner and Chief Operating Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner and Chief Operating Officer, Brookfield | Canada |
| Samuel J.B. Pollock, Managing Partner, Chief
Executive Officer Infrastructure | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Executive Officer Infrastructure, Brookfield | Canada |
| Ngee Huat Seek, Director | 501 Orchard Road, #08 — 01 Wheelock Place, Singapore 238880 | Chairman, Global Logistic Properties | Singapore |
| Sachin G. Shah, Managing Partner, Chief
Investment Officer | 181 Bay Street, Suite 300, Toronto, Ontario M5J 2T3, Canada | Managing Partner, Chief Investment Officer, Brookfield | Canada |
| Diana L. Taylor, Director | c/o Bloomberg, Philanthropies, 25 East 78th Street, New York, N.Y. 10075 | Corporate Director | U.S.A. and Canada |
| Connor Teskey, Managing Partner and Chief Executive Officer Renewable Power | One Canada Square, Level 25 Canary Wharf, London E14 5AA U.K. | Managing Partner and Chief Executive Officer Renewable Power, Brookfield | Canada |

SCHEDULE II

PARTNERS LIMITED

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Jack L. Cockwell, Director and Chairman of the
Board	51 Yonge Street, Suite 400 Toronto, Ontario M5E 1J1, Canada	Chairman of Brookfield Partners Foundation	Canada
Brian W. Kingston, Director	250 Vesey Street, 15th Floor, New York, NY
10281-1023 U.S.A.	Managing Partner, Chief Executive Real Estate of Brookfield	Canada
Brian D. Lawson, Director and
President	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Vice Chair of Brookfield	Canada
Cyrus Madon, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Managing Partner, Chief Executive Officer Private Equity of Brookfield	Canada
Timothy R. Price, Director	51 Yonge Street, Suite 400, Toronto, Ontario M5E 1J1, Canada	Corporate Director	Canada
Samuel J.B. Pollock, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Managing Partner, Chief Executive Officer Infrastructure of Brookfield	Canada
Sachin G. Shah, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Managing Partner, Chief Investment Officer of Brookfield	Canada
Lisa Chu, Treasurer	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Senior Vice President—Finance of Brookfield	Canada
Lorretta Corso, Secretary	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Administrator, Corporate Secretary of Brookfield	Canada
Tim Wang, Assistant Secretary	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Manager, Capital Markets and Treasury of Brookfield	Canada

SCHEDULE III

BAM LIMITED

Name and Position of Officer or Director	Principal Business Address	Principal Occupation or Employment	Citizenship
Thomas Corbett, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Managing Director, Finance of Brookfield	Canada
Karly Dyck, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Senior Vice-President, Capital Markets & Treasury of Brookfield	Canada
Aleks Novakovic, Director	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Managing Partner, Tax of Brookfield	Canada
Katayoon Sarpash, Director, Vice-President and Secretary	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Senior Vice-President, Legal & Regulatory of Brookfield	Canada
Cam Ha, President	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Vice-President, Tax of Brookfield	Canada
Bowen Li, Vice-President	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Manager, Finance of Brookfield	Canada
Tim Wang, Vice-President	181 Bay Street, Suite 300, Toronto, Ontario M5J
2T3, Canada	Manager, Capital Markets & Treasury of Brookfield	Canada

SCHEDULE IV

TRADING IN COMMON SHARES

The table below sets forth all transactions in the Common Shares effected during the past 60 days by the Reporting Persons.

Party — BIF IV Eagle NR Carry LP	9/23/2020	Buy	*	6,139	—	—	—
Eagle Canada Common Holdings LP	9/23/2020	Buy	*	3,831	—	—	—

*** Represents Common Shares received through grants awarded as director compensation to the Reporting Persons’ director nominees currently serving on the Issuer’s board of directors in accordance with the terms of the Investment Agreement.**