TRTN Triton International Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Triton International Limited

(Name of Registrant as Specified In Its Charter)

None

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Triton International Limited Shareholders:

On behalf of the board of directors (the “Triton Board”) of Triton International Limited (“Triton”), we cordially invite you to attend a special general meeting of the shareholders of Triton to be held on August 24, 2023, at 12:00 p.m., Eastern Time, in virtual format (the “Special Meeting”), relating to the acquisition of all issued and outstanding common shares of Triton (the “Common Shares”) by Thanos Holdings Limited, a newly formed entity affiliated with Brookfield Corporation (“Parent”), and Brookfield Infrastructure Corporation (“BIPC”).

The acquisition will be effected in accordance with the terms and subject to the conditions set forth in an Agreement and Plan of Merger, dated as of April 11, 2023 (as it may be amended from time to time, the “Merger Agreement”). Pursuant to the Merger Agreement, a subsidiary of Parent will be merged with and into Triton (the “Merger”), with Triton as the surviving company (the “Surviving Company”), and holders of the Common Shares (other than (a) the Common Shares owned by BIPC, Parent, Merger Sub or any other wholly-owned subsidiary of BIPC or Parent, and in each case not held on behalf of third parties, (b) the Common Shares owned by Triton or any of its wholly-owned subsidiaries, (c) Rollover Shares (as defined in the Merger Agreement) and (d) Dissenting Shares (as defined in the Merger Agreement)) will be entitled to receive in exchange for each such Common Share owned by them immediately prior to the Merger, at the election of the holder of such Common Share, without interest and subject to any applicable withholding taxes, (x) the specified mixture of both cash and class A exchangeable subordinate voting shares of BIPC (“BIPC Shares”), which is equal to $68.50 per Common Share in cash and the number of BIPC Shares with a value of $16.50 per Common Share based on the BIPC Final Share Price (as defined below), which will be subject to adjustment as described below or (y) all-cash consideration or all-BIPC Share consideration (subject in the case of any all-cash or all-BIPC Share election to pro rata cut backs to the extent cash or BIPC Shares are oversubscribed), or if no election or an invalid election is received, such shareholder will be deemed to have elected for the remaining form of consideration (or mix thereof) after satisfaction of the elections of the other holders of Common Shares (the “Merger Consideration”). The outstanding BIPC Shares are traded on the New York Stock Exchange (the “NYSE”) and the Toronto Stock Exchange (the “TSX”) under the symbol “BIPC.” On April 11, 2023, the last full trading day prior to the public announcement of the Merger, the last reported sale price of BIPC Shares on the NYSE was $46.25. On July 5, 2023, the most recent practicable date prior to the date of the accompanying proxy statement/joint prospectus, the last reported sale price of BIPC Shares on the NYSE was $46.05.

The stock portion of the Merger Consideration will be subject to a collar mechanism based on the volume weighted average price of BIPC Shares on the NYSE over the 10 trading days ending on the second trading day prior to the closing of the Merger (the “BIPC Final Share Price”). If the BIPC Final Share Price is greater than or equal to $42.36 but less than or equal to $49.23 (the “Collar”), holders of the Common Shares will receive a number of BIPC Shares between 0.3352 and 0.3895 per Common Share equal to $16.50 in value. Holders of the Common Shares will receive 0.3895 BIPC Shares per Common Share if the BIPC Final Share Price is below $42.36, and 0.3352 BIPC Shares per Common Share if the BIPC Final Share Price is above $49.23. Outside of the Collar, the implied value of the stock portion of the Merger Consideration to be received in exchange for each Common Share will fluctuate based on the market price of BIPC Shares until the completion of the Merger because the stock portion of the Merger Consideration is payable in a fixed number of BIPC Shares. We urge you to obtain current stock price quotations for BIPC Shares, but note that, regardless of the BIPC Final Share Price, the Merger Agreement contains a value-equalization mechanic that provides that each Common Share which is converted into either all-cash or all-BIPC Share Merger Consideration will receive substantially the same value per Common Share as the mixed consideration, as further described in the section entitled “The Merger Proposal—Merger Consideration” beginning on page 53 of the accompanying proxy statement/joint prospectus.

The outstanding cumulative redeemable perpetual preference shares of Triton (the “Preference Shares”) will remain outstanding immediately following the closing of the Merger and remain entitled to the same dividends and other preferences and privileges that they currently have, with the Preference Share dividends

remaining an obligation of the Surviving Company. Triton expects that the Preference Shares will continue to be listed on the NYSE immediately following the closing.

After careful consideration, the Triton Board, on April 11, 2023, unanimously (a) approved and declared advisable the Merger Agreement, the form of the Statutory Merger Agreement (as it may be amended from time to time, the “Statutory Merger Agreement”), and the transactions contemplated thereby, including the Merger, (b) determined that the transactions contemplated by the Merger Agreement and Statutory Merger Agreement, including the Merger, are fair to and in the best interests of Triton and its Shareholders (as defined below), (c) determined that the Merger Consideration constitutes fair value for each Common Share in accordance with the Companies Act of 1981 of Bermuda (the “Companies Act”), (d) determined that the continuation of each series of Preference Shares as preference shares of the Surviving Company constitutes fair value for each Preference Share in accordance with the Companies Act, (e) directed that the Merger Agreement and the Statutory Merger Agreement be submitted to holders of the Common Shares and the Preference Shares (together, the “Shareholders”) for their adoption and (f) resolved, subject to the terms and conditions set forth in the Merger Agreement and the Statutory Merger Agreement, to recommend that Shareholders adopt the Merger Agreement and the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger.

At the Special Meeting, Shareholders will be asked to vote, as applicable, on (a) a proposal to approve and adopt the Merger Agreement and the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger (the “Merger Proposal”), (b) a proposal to approve, on an advisory (non-binding) basis, certain merger-related executive officer compensation that may be paid or become payable to Triton’s NEOs (as defined in the accompanying proxy statement/joint prospectus) in connection with the Merger (the “Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal, (the “Adjournment Proposal”).

Assuming a quorum is present, approval of the Merger Proposal requires the affirmative vote of a majority of the votes cast on the proposal by holders of the Common Shares and the Preference Shares, voting together as if they were a single class. Assuming a quorum is present, approval of the Compensation Proposal, on an advisory (non-binding) basis, requires the affirmative vote of a majority of the votes cast on the proposal by the holders of the Common Shares entitled to vote at the Special Meeting. Assuming a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the proposal by holders of the Common Shares and the Preference Shares, voting together as if they were a single class.

The Triton Board unanimously recommends that you vote, as applicable, “FOR” approval of the Merger Proposal, “FOR” approval of the Compensation Proposal and “FOR” approval of the Adjournment Proposal.

No vote of the holders of BIPC Shares is required to complete the Merger. The Triton Board has set July 3, 2023 as the record date for determining Shareholders entitled to vote at the Special Meeting. Your vote is very important. Whether or not you plan to attend the Special Meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the envelope provided, or submit your proxy by telephone or the Internet.

The accompanying proxy statement/joint prospectus provides important information regarding the Special Meeting and a detailed description of the Merger Agreement and the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger. We urge you to read the accompanying proxy statement/joint prospectus (and any documents incorporated by reference into the accompanying proxy statement/joint prospectus) carefully and in its entirety. Please pay particular attention to “Risk Factors” beginning on page 38 of the accompanying proxy statement/joint prospectus.

If you have any questions or need assistance voting your Common Shares or Preference Shares, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling toll-free at (877) 750-0926.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger and related agreements and transactions, approved or disapproved the securities to be issued under the accompanying proxy statement/joint prospectus, passed upon the merits or fairness of the Merger or related agreements and transactions or determined if this proxy solicitation/joint prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/joint prospectus is dated July 6, 2023 and, together with the accompanying proxy card, is first being mailed to Shareholders on or about July 6, 2023.

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 24, 2023

Notice is hereby given that a special general meeting (the “Special Meeting”) of the shareholders of Triton International Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“Triton”), will be held on August 24, 2023, at 12:00 p.m., Eastern Time, in virtual format, for the following purposes:

The approval by Shareholders (as defined below) of the Merger Proposal is required to complete the Merger described in the accompanying proxy statement/joint prospectus.

The Merger Proposal, Compensation Proposal and Adjournment Proposal are described in the accompanying proxy statement/joint prospectus. We urge you to read the accompanying proxy statement/joint prospectus, including any documents incorporated by reference, and the annexes carefully and in their entirety. Triton will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournments or postponements thereof.

RECOMMENDATION OF THE BOARD OF DIRECTORS OF TRITON:

After careful consideration, the board of directors of Triton (the “Triton Board”), on April 11, 2023, unanimously (a) approved and declared advisable the Merger Agreement, the form of the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger, (b) determined that the transactions contemplated by the Merger Agreement and Statutory Merger Agreement, including the Merger, are fair to and in the best interests of Triton and its Shareholders (as defined below), (c) determined that the Merger Consideration (as defined in the accompanying proxy/joint prospectus) constitutes fair value for each common share of Triton (the “Common Shares”) in accordance with the Companies Act of 1981 of Bermuda (the “Companies Act”), (d) determined that the continuation of each series of cumulative redeemable perpetual preference shares of Triton, including those designated as 8.50% Series A Cumulative Redeemable Perpetual Preference Shares, 8.00% Series B Cumulative Redeemable Perpetual Preference Shares, 7.375% Series C

Cumulative Redeemable Perpetual Preference Shares, 6.875% Series D Cumulative Redeemable Perpetual Preference Shares and 5.75% Series E Cumulative Redeemable Perpetual Preference Shares (collectively, the “Preference Shares”) as preference shares of the Surviving Company constitutes fair value for each Preference Share in accordance with the Companies Act, (e) directed that the Merger Agreement and the Statutory Merger Agreement be submitted to holders of the Common Shares and the Preference Shares (together, the “Shareholders”) for their adoption and (f) resolved, subject to the terms and conditions set forth in the Merger Agreement and the Statutory Merger Agreement, to recommend that Shareholders adopt the Merger Agreement and the Statutory Merger Agreement, and the transactions contemplated thereby, including the Merger.

The Triton Board unanimously recommends that you vote, as applicable, “FOR” approval of the Merger Proposal, “FOR” approval of the Compensation Proposal and “FOR” approval of the Adjournment Proposal.

WHO MAY VOTE:

The Triton Board has fixed the close of business on July 3, 2023 as the record date (the “record date”) for determining Shareholders entitled to receive notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. Only Shareholders at the close of business on July 3, 2023, the record date for the Special Meeting, will be entitled to notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. Each Common Share and Preference Share is entitled to one vote.

A quorum of Shareholders is necessary to transact business at the Special Meeting. Two or more persons present at the start of the Special Meeting and representing virtually or by proxy at least 50% of the total issued shares entitled to vote at the Special Meeting will form a quorum for the transaction of business at the Special Meeting. The Common Shares and the Preference Shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by Triton prior to the close of voting at the Special Meeting or any adjournment or postponement thereof. Any proxies returned without instructions will be voted FOR the proposals set forth on this Notice of Special General Meeting of Shareholders.

VOTE REQUIRED FOR APPROVAL:

Your vote is very important. We cannot complete the Merger without the approval of the Merger Proposal. Assuming a quorum is present, approval of the Merger Proposal requires the affirmative vote of a majority of the votes cast on the proposal by holders of the Common Shares and the Preference Shares, voting together as if they were a single class. Assuming a quorum is present, approval of the Compensation Proposal, on an advisory (non-binding) basis, requires the affirmative vote of a majority of the votes cast on the proposal by the holders of the Common Shares entitled to vote at the Special Meeting. Assuming a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the proposal by holders of the Common Shares and the Preference Shares, voting together as if they were a single class.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE PROMPTLY MARK, SIGN AND DATE THE ACCOMPANYING PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE AS INSTRUCTED THEREIN, OR SUBMIT YOUR PROXY BY TELEPHONE OR INTERNET. IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS ON A VOTING INSTRUCTION CARD FURNISHED BY THE RECORD HOLDER.

TABLE OF CONTENTS

i

ii

ABOUT THIS PROXY STATEMENT/JOINT PROSPECTUS

This proxy statement/joint prospectus, which forms part of a registration statement on Form F-4 (File Nos. 333-272131 and 333-272131-01) filed by BIP and BIPC with the SEC, constitutes a prospectus of BIPC under Section 5 of the U.S. Securities Act with respect to the BIPC Shares to be issued in connection with the Transactions and a prospectus of BIP under Section 5 of the U.S. Securities Act with respect to the BIP Units underlying such BIPC Shares. This proxy statement/joint prospectus also constitutes a proxy statement of Triton under Section 14(a) of the U.S. Exchange Act.

This proxy statement/joint prospectus incorporates important business and financial information from documents filed with or furnished to the SEC not included in or delivered with this proxy statement/joint prospectus. You should rely only on the information contained in or incorporated by reference into this proxy statement/joint prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/joint prospectus. This proxy statement/joint prospectus is dated July 6, 2023. You should not assume that the information contained in this proxy statement/joint prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/joint prospectus is accurate as of any date other than the date of such information. Neither our mailing of this proxy statement/joint prospectus to Shareholders nor the issuance by BIPC of BIPC Shares in connection with the Merger will create any implication to the contrary.

This proxy statement/joint prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction where or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this proxy statement/joint prospectus regarding BIP and its affiliates has been provided by BIP, information contained in this proxy statement/joint prospectus regarding BIPC and its affiliates has been provided by BIPC and information contained in this proxy statement/joint prospectus regarding Triton and its affiliates has been provided by Triton.

If you have additional questions about the Transactions, need assistance in submitting your proxy or voting your Common Shares or Preference Shares, or need additional copies of the proxy statement or the enclosed proxy card, please contact the Proxy Solicitor at:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 750-0926

Banks and Brokers may call collect: (212) 750-5833

To obtain timely delivery of requested materials, you must request the information no later than August 17, 2023, five business days prior to the Special Meeting.

Unless otherwise indicated or as the context otherwise requires, all references in this proxy statement/joint prospectus to the following terms shall have the meanings set out below, and grammatical variations thereof shall have the corresponding meanings:

“acquisition proposal” means any inquiry, offer, indication of interest or proposal from any person or group (other than Brookfield) providing for, directly or indirectly, in one transaction or a series of transactions: (A) the issuance, sale, acquisition or other disposition (including by way of merger, consolidation, sale of equity interests, share exchange, joint venture, business combination or otherwise) of securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) by such person or group of more than 20% of the outstanding voting power or other equity securities of Triton or any tender offer or exchange offer that if consummated would result in any person or group beneficially owning more than 20% of the outstanding voting power or other equity securities of Triton; (B) a merger, consolidation, business combination, recapitalization, reorganization or other similar transaction involving Triton or its subsidiaries

iii

(i) pursuant to which any person or group, other than holders of the Common Shares (as a group) immediately prior to the consummation of such transaction, would hold, directly or indirectly, equity interests in the surviving or resulting entity of such transaction representing more than 20% of the voting power of the surviving or resulting entity or (ii) as a result of which holders of the Common Shares (as a group) immediately prior to the consummation of such transaction would hold, directly or indirectly, equity interests in the surviving or resulting entity of such transaction representing less than 80% of the voting power of the surviving or resulting entity; or (C) a sale, lease, exchange, mortgage, pledge, transfer or other disposition of more than 20% of the assets or businesses of Triton and its subsidiaries on a consolidated basis (determined whether by fair market or book value basis).

“Adjournment Proposal” means the proposal by the Triton Board to Shareholders to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal;

“BIF V” means, collectively, Brookfield Infrastructure Fund V A, L.P., Brookfield Infrastructure Fund V B, L.P., Brookfield Infrastructure Fund V C, L.P. and Brookfield Infrastructure Fund V (ER) SCSP, together with the investment vehicles, companies, partnerships or persons owned by such entities or in which such entities have an interest and which are managed, sponsored or advised, directly or indirectly, by Brookfield Corporation;

“BIP” means Brookfield Infrastructure Partners L.P., an exempted limited partnership organized under the Laws of Bermuda;

“BIP Annual Report” means the BIP annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the SEC on March 17, 2023;

“BIPC” means Brookfield Infrastructure Corporation, a corporation formed under the Laws of British Columbia;

“BIPC Annual Report” means the BIPC annual report on Form 20-F for the fiscal year ended December 31, 2022 filed with the SEC on March 17, 2023;

“BIPC Final Share Price” means the volume weighted average price per BIPC Share on the NYSE over the 10 trading days ending on the second trading day prior to the Effective Time;

“BIPC Shares” means class A exchangeable subordinate voting shares of BIPC;

“BIP Units” means non-voting limited partnership units of BIP, other than the preferred units;

“Brookfield” means, collectively, BIF V, BIP and their respective subsidiaries, including BIPC;

“Brookfield Infrastructure” means, BIP, the Holding LP, certain subsidiaries of the Holding LP, from time-to-time, through which BIP holds all of its interests in the operating entities (but excluding BIPC), which are the entities that directly or indirectly hold BIP’s current operations and assets that BIP may acquire in the future, including any assets held through joint ventures, partnerships and consortium arrangements;

“business day” means any day other than a Saturday or Sunday or a day on which (a) banks in New York, New York or Hamilton, Bermuda are required or authorized by law to close or (b) solely for purposes of determining the Closing Date, the Registrar of Companies in Bermuda is required or authorized by Law to close;

“C$” means Canadian dollars;

iv

“Certificate” means, as the context requires, any physical share certificate, or rights certificate, of Triton and/or a direct registration system advice commonly referred to as a DRS advice or a similar document evidencing the electronic registration of ownership of Common Shares;

“CFIUS” means the Committee on Foreign Investment in the United States, or any member agency thereof acting in its capacity as a member agency;

“CFIUS Clearance” means that one of the following will have occurred prior to the closing of the Merger: (i) written notice that CFIUS determined that the Transactions are not “covered transactions”; (ii) written notice that CFIUS has concluded its review or investigation, as applicable, and that there are no unresolved national security concerns with respect to the Transactions and concluded all other actions under the CFIUS Regulations; or (iii) the President of the United States shall have announced a decision not to suspend, prohibit or place any limitations on the Transactions or the time permitted for such action shall have expired without any such action being announced or taken;

“CFIUS Regulations” means Section 721 of Title VII of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and all applicable rules and regulations issued and effective thereunder;

“Closing Date” means the date on which the Merger is completed;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Commitment Letters” means, collectively, the Equity Commitment Letter and Debt Commitment Letter;

“Common Shares” means the common shares of Triton, par value $0.01 per share, including, without limitation, common shares of Triton issued on the exercise, exchange or conversion of exchangeable or convertible securities or options, and “Common Share” means any one common share of Triton;

“Companies Act” means the Companies Act of 1981 of Bermuda;

“Compensation Proposal” means the proposal by the Triton Board to holders of the Common Shares to approve, on an advisory (non-binding) basis, certain merger-related executive officer compensation that may be paid or become payable to Triton’s NEOs in connection with the Merger;

“Court” means the Supreme Court of Bermuda;

“Debt Commitment Letter” means, collectively, the debt commitment letter and fee letter, each dated as of April 11, 2023, Parent received from certain lenders pursuant to which such lenders committed to provide to Parent (or any of its affiliates) a certain amount of debt financing in connection with the Merger;

“DRS” means the direct registration system which allows registered securities to be held in electronic form without having a physical security certificate issued as evidence of ownership;

“DTC” means The Depository Trust Company or its nominee, which at the date hereof is Cede & Co.;

“Effective Time” means the time on the Closing Date at which the Registrar of Companies in Bermuda issues the certificate of merger of the Merger;

“Equity Commitment Letter” means the equity commitment letter, dated as of April 11, 2023, Parent received from a certain equity financing source pursuant to which such equity financing source committed to provide to Parent (indirectly through one or more parent companies of Parent, or otherwise) a certain amount of cash equity financing in connection with the Merger;

“exchange agent” means, collectively, Computershare Inc. and its affiliate Computershare Trust Company, N.A., BIPC’s and Parent’s exchange agent;

“Exchange Ratio” means the quotient, rounded to the nearest ten-thousandth, obtained by dividing the Aggregate Consideration Per Share (as defined in the Merger Agreement) by the BIPC Final Share Price;

v

“Excluded Shares” means (a) the Common Shares owned by BIPC, Parent, Merger Sub or any other wholly-owned subsidiary of BIPC or Parent, and in each case not held on behalf of third parties, (b) the Common Shares owned by Triton or any of its wholly-owned subsidiaries, (c) Rollover Shares (as defined in the Merger Agreement) and (d) Dissenting Shares (as defined in the Merger Agreement);

“General Partner” means Brookfield Infrastructure Partners Limited, an exempted company existing under the laws of Bermuda, the general partner of BIP;

“Governmental Entity” means any: (a) transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof or (b) any self-regulatory organization, including the NYSE, the TSX and FINRA;

“Holding LP” means Brookfield Infrastructure L.P., an exempted limited partnership formed under the laws of Bermuda;

“HSR Act” means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

“IASB” means the International Accounting Standards Board;

“IFRS” means International Financial Reporting Standards as issued by the IASB;

“IRS” means the United States Internal Revenue Service;

“intervening event” means an event, change, development, circumstance, fact or effect with respect to Triton or any of its subsidiaries that (A) first becomes actually known by the Triton Board after the execution and delivery of the Merger Agreement (or if was actually known by the Triton Board as of or prior to the execution and delivery of the Merger Agreement, the material consequences of which were neither known nor reasonably foreseeable by the Triton Board at such time) and (B) is material to Triton and its subsidiaries, taken as a whole; provided that under no circumstances will the following events, changes, developments, circumstances, facts or effects constitute an intervening event: (i) the receipt by Triton, existence or terms of an acquisition proposal or a superior proposal or any matter relating thereto or consequence thereof, (ii) changes in the market price or trading volume of the Common Shares or the debt instruments or credit ratings of Triton or its subsidiaries or in analyst’s recommendation with respect to Triton or its subsidiaries (provided that the underlying causes of such change shall not be excluded by this clause), and (iii) the fact that Triton meets or exceeds internal or published projections, budgets, forecasts or estimates of revenues, earnings or other financial results for any period (provided that the underlying causes of such change shall not be excluded by this clause).

“Law(s)” means any law, statute, constitution, principle of common law, ordinance, code, standard, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated or otherwise put into effect by or under the authority of any Governmental Entity, or any Order;

“Merger” means the transaction whereby, pursuant to the Merger Agreement and Statutory Merger Agreement, and in accordance with the applicable provisions of the Companies Act, Merger Sub will be merged with and into Triton, with Triton as the Surviving Company;

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of April 11, 2023, by and among Triton, BIPC, Parent and Merger Sub;

“Merger Consideration” means, with respect to each Common Share (other than the Excluded Shares) at the election of the holder of such Common Share, without interest and subject to any appropriate withholding taxes, (x) the specified mixture of both cash and BIPC Shares, which is equal to $68.50 per Common Share in cash and the number of BIPC Shares with a value of $16.50 per Common Share, based on the BIPC Final Share

vi

Price, which will be subject to adjustment as described herein, or (y) all-cash consideration or all-BIPC Share consideration (subject, in the case of any all-cash or all-BIPC Share election, to pro rata cut backs to the extent cash or BIPC Shares are oversubscribed), or, if no election or an invalid election is received, the holder of such Common Share will be deemed to have elected for the remaining form of consideration (or mix thereof) after satisfaction of the elections of the other holders of Common Shares;

“Merger Proposal” means the proposal by the Triton Board to Shareholders to approve and adopt the Merger Agreement and the Statutory Merger Agreement, and the Transactions;

“Merger Sub” means Thanos MergerSub Limited, an exempted company limited by shares incorporated under the laws of Bermuda and a subsidiary of Parent;

“NEOs” means the named executive officers of Triton as disclosed in Triton’s most recent proxy statement, which was for the fiscal year ended December 31, 2022, as well as Michael Pearl, who was appointed Chief Financial Officer of Triton effective January 1, 2023;

“NYSE” means the New York Stock Exchange;

“Order” means any order, award, judgment, injunction, writ, decree (including any consent decree or similar agreed order or judgment), directive, settlement, stipulation, ruling, determination, decision or verdict, whether civil, criminal or administrative, in each case, that is entered, issued, made or rendered by any Governmental Entity;

“Parent” means Thanos Holdings Limited, an exempted company limited by shares incorporated under the laws of Bermuda;

“Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature;

“Per Share BIPC Share Amount” means the quotient obtained by dividing $16.50 by the BIPC Final Share Price; provided that (x) if the BIPC Final Share Price is less than or equal to $42.36, then the Per Share BIPC Share Amount shall be deemed to be 0.3895 and (y) if the BIPC Final Share Price is greater than or equal to $49.23, then the Per Share BIPC Share Amount shall be deemed to be 0.3352;

“Preference Shares” means, collectively, the Company’s Preference Shares, par value $0.01 per share, including those designated as 8.50% Series A Cumulative Redeemable Perpetual Preference Shares, 8.00% Series B Cumulative Redeemable Perpetual Preference Shares, 7.375% Series C Cumulative Redeemable Perpetual Preference Shares, 6.875% Series D Cumulative Redeemable Perpetual Preference Shares and 5.75% Series E Cumulative Redeemable Perpetual Preference Shares;

“Preferred Units” means the preferred limited partnership units of BIP;

“Proposals” means, collectively, the Merger Proposal, the Compensation Proposal, and the Adjournment Proposal;

“proxy statement/joint prospectus” means this proxy statement/joint prospectus, including, without limitation, the cover pages, About this Proxy Statement/Joint Prospectus, Currency, Questions and Answers and Summary;

“Proxy Solicitor” means Innisfree M&A Incorporated, Triton’s proxy solicitor;

vii

“Registration Statement” means the registration statement on Form F-4 (File Nos. 333-272131 and 333-272131-01) filed by BIP and BIPC, as amended, with the SEC;

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act (Alberta), as amended;

“Securities Regulatory Authorities” means, collectively, the TSX and the applicable securities commission or similar regulatory authorities in each of the provinces and territories of Canada;

“SEDAR” means the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval website at www.sedar.com;

“Shareholders” means, collectively, the holders of the Common Shares and the Preference Shares, and “Shareholder” means any one holder of Common Shares or Preference Shares;

“Special Meeting” means the special general meeting of Shareholders to be held on August 24, 2023 at 12:00 p.m., Eastern Time, in virtual format;

“Statutory Merger Agreement” means the Statutory Merger Agreement, as it may be amended from time to time, by and among Triton, BIPC, Parent, and Merger Sub, substantially in the form set forth in Exhibit B to the Merger Agreement attached as Annex B hereto;

“subsidiary” of a Person means a corporation, partnership, limited liability company or other business entity of which a majority of the shares of voting securities is at the time beneficially owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person, except that, in the case of BIPC, the term “subsidiary” means only BUUK Infrastructure No 1 Limited and Nova Transportadora do Sudeste S.A.;

“superior proposal” means a bona fide, written acquisition proposal that would result in a person or group becoming the beneficial owner, directly or indirectly, of more than 50% of the assets (on a consolidated basis) or more than 50% of the total voting power of the equity securities of Triton that the Triton Board has determined in its good-faith judgment (after consultation with its financial advisor(s) and outside legal counsel) (a) is reasonably likely to be consummated in accordance with its terms, taking into account all legal, financial (including financing terms), timing, regulatory and other aspects and conditions and risks of such acquisition proposal and the Person making such acquisition proposal and (b) if consummated, would result in a transaction more favorable to Shareholders from a financial point of view than the Transactions (after taking into account any revisions, changes, modification, adjustments and amendments to the terms and conditions of the Merger Agreement proposed by Brookfield in response to such acquisition proposal);

“Surviving Company” means Triton following the Merger;

“Transactions” means the transactions contemplated by the Merger Agreement and Statutory Merger Agreement, including the Merger;

“Treasury Regulations” means the U.S. Treasury Department regulations promulgated under the Code;

“Triton” means Triton International Limited, an exempted company limited by shares incorporated under the Laws of Bermuda;

“Triton Annual Report” means the Triton annual report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 14, 2023;

viii

“Triton Board” means the board of directors of Triton, and also includes any committee thereof to the extent such a committee, as of the applicable time (a) was or is authorized to exercise the powers and authority of the board of directors of Triton pursuant to the Triton’s organizational documents, and (b) was or is exercising such powers and authority;

“Triton Bye-Laws” means the Amended and Restated Bye-Laws of Triton;

“Triton Compensation Committee” means the Compensation and Talent Management Committee of the Triton Board;

“Triton Memorandum of Association” means the Memorandum of Association of Triton;

“Triton Restricted Share” means any outstanding restricted Common Share (with either time-based or performance-based vesting requirements) granted under the Triton Share Plan which remains subject to vesting and a risk of forfeiture in the event such shares do not vest;

“Triton RSU” means any outstanding restricted share unit granted under the Triton Share Plan;

“Triton Share Plan” means the Triton Amended and Restated 2016 Equity Incentive Plan;

“TSX” means the Toronto Stock Exchange;

“US$”, “dollars”, “$” or “USD” means United States dollars;

“U.S. Exchange Act” means the United States Securities U.S. Exchange Act of 1934, as amended; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended.

ix

CURRENCY

All references to “$” in this proxy statement/joint prospectus mean U.S. dollars, except where otherwise indicated. On July 5, 2023, the Bank of Canada daily exchange rate for U.S. dollars was C$1.00 = US$0.7534.

The following table sets forth, for each of the periods indicated, the end-of-period daily exchange rate, the average daily exchange rate and the high and low daily exchange rates of one Canadian dollar in exchange for one U.S. dollar, as quoted by the Bank of Canada.

x

QUESTIONS AND ANSWERS

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger and matters to be addressed at the Special Meeting. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the legal terms governing the Merger, you should carefully read this entire proxy statement/joint prospectus, including the attached annexes, as well as the documents that have been incorporated by reference into this proxy statement/joint prospectus. For more information, see the section entitled “Where You Can Find Additional Information.”

QUESTIONS AND ANSWERS ABOUT THE MERGER

xi

The following table demonstrates the sensitivity of the stock portion of the Merger Consideration to fluctuations in the BIPC Final Share Price. This sensitivity analysis is based on seven hypothetical scenarios in which the BIPC Final Share Price is (1) $40.00, which is below the Collar, (2) $42.36, which represents the low end of the Collar, (3) $44.08, (4) $45.80, which represents the mid-point of the Collar, (5) $47.52, (6) $49.23, which represents the high end of the Collar and (7) $50.00, which is above the Collar. The table below assumes the maximum amount of 54,805,548 Common Shares are exchanged in connection with the Merger. This amount represents the number of Common Shares outstanding at the time of signing the Merger Agreement less the number of Triton Restricted Shares outstanding at such time, and does not account for changes in Triton’s capitalization prior to the date of this proxy statement/joint prospectus. Regardless of the BIPC Final Share Price, Brookfield will issue an aggregate number of BIPC Shares between 18,368,708 and 21,347,770. If the BIPC Final Share Price is $42.36, which represents the low end of the Collar, the Exchange Ratio will be 2.0066, and if the BIPC Final Share Price is $49.23, which represents the high end of the Collar, the Exchange Ratio will be 1.7266. The Exchange Ratio is not fixed and will fluctuate based on the market price of BIPC Shares until the completion of the Merger. For illustrative purposes, based on BIPC’s closing share price of $46.05, as of July 5, 2023, the most recent practicable date prior to the filing of this proxy statement/joint prospectus, the Exchange Ratio would be 1.8458 and approximately 19,637,167 BIPC Shares would be issued for the stock component of the Merger Consideration.

xii

The table below is illustrative only. The value of the BIPC Shares received as part of the Merger Consideration will be based on the actual BIPC Final Share Price, which is fixed within the Collar, and the value of the BIPC Shares that the holders of Common Shares receive may not be shown in the table below.

See the sections entitled “The Merger Agreement—Merger Consideration” and “The Merger Agreement— Election Procedures and Surrender of Common Shares” beginning on pages 97 and 99, respectively, and the Merger Agreement attached as Annex A to this proxy statement/joint prospectus for more information about the Merger Consideration and election procedures.

At least 20 business days prior to the anticipated election deadline, Brookfield will provide a form of election to each holder of Common Shares in order to enable the holder thereof to exercise his, her or its right to make an election. To be effective, a form of election must be properly completed, signed and submitted to the exchange agent by the election deadline. The “election deadline” is 5:00 p.m., New York City time, on the date that is two trading days preceding the Closing Date (or such other date that the parties to the Merger Agreement agree).

Holders of Common Shares who fail to make an election or who make an untimely election (or who otherwise are deemed not to have submitted an effective form of election), referred to as “non-electing holders,” will be deemed to have elected the form of consideration (or mix thereof) remaining after satisfaction of the elections of the other holders of Common Shares. The exchange agent has reasonable discretion to determine whether a share election or cash election has been properly made in respect of any Common Shares.

After an election is validly made, any subsequent transfer of Common Shares will automatically revoke such election. The exchange agent will determine, in its reasonable discretion, whether any election is properly made, changed or revoked with respect to any Common Shares.

For more information regarding the election deadline, see the section entitled “The Merger Agreement—Election Procedures and Surrender of Common Shares” beginning on page 99 of this proxy statement/joint prospectus.

xiii

xiv

xv

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

xvi

If your shares are held in street name, through a broker, bank, trustee or other nominee, please follow the instructions on a voting instruction card furnished by the record holder.

xvii

Compensation Proposal. In accordance with Section 14A of the U.S. Exchange Act, Triton is providing holders of the Common Shares with the opportunity to approve, by an advisory (non-binding) vote, compensation that may be paid or become payable to Triton’s NEOs in connection with the Merger, as reported in the section of this proxy statement/joint prospectus entitled “The Compensation Proposal” beginning on page 92. Assuming a quorum is present, approval of the Compensation Proposal, on an advisory (non-binding) basis, requires the affirmative vote of a majority of the votes cast on the proposal by the holders of the Common Shares entitled to vote at the Special Meeting. Accordingly, abstentions and shares held by holders of the Common Shares not in attendance at, and who have not submitted a proxy for, the Special Meeting, will have no direct effect on the outcome of any vote on, the Compensation Proposal, assuming a quorum is present. Because none of the Proposals to be voted on at the Special Meeting are routine matters for which brokers have discretionary authority to vote, Triton does not expect there to be any broker non-votes at the Special Meeting. Broker non-votes (if any) will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting.

Adjournment Proposal. Assuming a quorum is present, approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the proposal by holders of the Common Shares and the Preference Shares, voting together as if they were a single class. Accordingly, abstentions and shares held by holders of the Common Shares and the Preference Shares not in attendance at, and who have not submitted a proxy for, the Special Meeting, will have no direct effect on the outcome of any vote on the Adjournment Proposal, assuming a quorum is present. Because none of the Proposals to be voted on at the Special Meeting are routine matters for which brokers have discretionary authority to vote, Triton does not expect there to be any broker non-votes at the Special Meeting. Broker non-votes (if any) will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting.

xviii

The Triton Board has set July 3, 2023 as the record date for determining the holders of the Common Shares and the Preference Shares entitled to vote at the Special Meeting. As of the close of business on July 3, 2023, there were 55,062,013 Common Shares and 29,200,000 Preference Shares issued and outstanding and entitled to vote at the Special Meeting.

Compensation Proposal. If you are a holder of Common Shares and fail to vote, fail to instruct your broker or nominee to vote, or abstain, it will have no direct effect on the Compensation Proposal, assuming a quorum is present.

Adjournment Proposal. If you are a holder of Common Shares or Preference Shares and fail to vote, fail to instruct your broker or nominee to vote, or abstain, it will have no direct effect on the Adjournment Proposal, assuming a quorum is present.

xix

If you do not provide your broker, bank, trust company or other nominee with instructions, your broker, bank, trust company or other nominee will not submit a proxy, your Common Shares or Preference Shares will not be counted for purposes of determining a quorum at the Special Meeting, and will not be voted on any proposal.

Please note that you may not vote shares held in street name by returning a proxy card directly to Triton unless you provide a “legal proxy”, which you must obtain from your broker, bank, trust company or other nominee.

If you are a Shareholder and you do not instruct your broker on how to vote your shares, your broker may not vote your Common Shares or Preference Shares, which will have no direct effect on the Merger Proposal, the Compensation Proposal, or the Adjournment Proposal, assuming a quorum is present. Because none of the Proposals to be voted on at the Special Meeting are routine matters for which brokers have discretionary authority to vote, Triton does not expect there to be any broker non-votes at the Special Meeting. Broker non-votes (if any) will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting.

Your online attendance in and of itself will not revoke any proxy.

xx

If you are a holder of record, in order for your shares to be represented at the Special meeting, you must:

If you hold your Common Shares or Preference Shares in street name, in order for your shares to be represented at the Special Meeting, you should instruct your broker, bank, trust company or other nominee as to how to vote your shares, following the directions provided to you by your broker, bank, trust company or other nominee.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 750-0926

Banks and Brokers may call collect: (212) 750-5833

xxi

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/joint prospectus contains “forward-looking statements” within the meaning of applicable U.S. securities laws, and “forward-looking information” within the meaning of Canadian provincial securities laws, which reflect the current views of BIPC, BIP and Triton with respect to, among other things, their future results of operations and financial performance. In some cases, you can identify forward-looking statements and information by words such as “anticipate,” “approximately,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “seek,” “should,” “will” and “would” or the negative version of these words or other comparable or similar words. These statements identify prospective information. Important factors could cause actual results to differ, possibly materially, from those indicated in these statements. Forward-looking statements and information are based on BIPC’s, BIP’s and Triton’s beliefs, assumptions and expectations of their respective future performance, taking into account all information currently available to them. Such forward-looking statements and information are subject to risks and uncertainties and assumptions relating to their respective operations, financial results, financial condition, business prospects, growth strategy and liquidity.

In addition to factors previously disclosed in reports filed by BIPC, BIP and Triton with securities regulators in Canada and the United States and those identified elsewhere in this proxy statement/joint prospectus, the following factors, among others, could cause actual results to differ materially from forward-looking statements and information or historical performance: risks related to the satisfaction or waiver of the conditions to closing the Merger (including the failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by Shareholders) in the anticipated timeframe or at all, including the possibility that the Merger does not close; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring Triton or Parent to pay a termination fee; the possibility that competing offers may be made; risks related to the ability to realize the anticipated benefits of the Merger, including the possibility that the expected benefits from the Merger will not be realized or will not be realized within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; continued availability of capital and financing and rating agency actions; disruptions in the financial markets; certain restrictions during the pendency of the transaction that may impact Triton’s ability to pursue certain business opportunities or strategic transactions; risks related to diverting management’s attention from Triton’s ongoing business operation; negative effects of the Merger on the market price of the Common Shares, the BIPC Shares or the BIP Units and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the Merger; and other business effects and uncertainties in connection with the businesses of BIPC, BIP and Triton, as further described in each of the “Risk Factors” and “Forward-Looking Statements” sections of the BIPC Annual Report and the BIP Annual Report and the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of the Triton Annual Report and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 2, 2023, respectively.

Any forward-looking statements and information speak only as of the date of this proxy statement/joint prospectus or as of the date they were made, and except as required by law, neither BIPC, BIP nor Triton undertakes any obligation to update forward-looking statements and information. You should carefully consider the foregoing factors and the other risks and uncertainties that affect BIPC’s business described in the “Risk Factors” and “Forward-Looking Statements” sections of the BIPC Annual Report, BIP’s business described in the “Risk Factors” and “Forward-Looking Statements” sections of the BIP Annual Report, and Triton’s business described in the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” sections of the Triton Annual Report and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 2, 2023, and in each case any material updates to these factors contained in any of BIPC’s, BIP’s or Triton’s future filings, all of which are or will be available at www.sec.gov.

19

As for the forward-looking statements and information that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, you should not place any reliance on these forward-looking statements and information. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

All written or oral forward-looking statements concerning the Merger or other matters addressed in this proxy statement/joint prospectus and attributable to BIPC, BIP or Triton or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

20

UNAUDITED PRO FORMA FINANCIAL DATA

Following the Transactions, Brookfield expects that BIP, through BIPC, will hold an approximate 22% interest in Triton with Parent holding the remaining approximate 78%. As Triton represents a significant business to be acquired by both BIP and BIPC, the following unaudited pro forma financial statements of BIP and BIPC, respectively, are presented to illustrate the effects of transaction accounting adjustments that are expected to occur upon the expected Transactions. The unaudited pro forma financial statements of BIP have been prepared by using the consolidated financial statements of BIP and Triton, and the unaudited pro forma financial statements of BIPC have been prepared by using the consolidated financial statements of BIPC and Triton, all incorporated by reference in this proxy statement/joint prospectus. The unaudited pro forma statements of financial position of BIP and BIPC as at March 31, 2023 give effect to the acquisition as if it had been consummated on March 31, 2023. The unaudited pro forma statements of operating results of BIP and BIPC for the three months ended March 31, 2023 and the year ended December 31, 2022 give effect to the acquisition as if it had been consummated on January 1, 2022. All financial data in these unaudited pro forma financial statements is presented in U.S. dollars, unless otherwise noted, and has been prepared using accounting policies that are consistent with IFRS.

The unaudited pro forma financial statements are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. The notes to the unaudited pro forma financial statements provide information of how such adjustments were derived and presented. These unaudited pro forma financial statements are not intended to be indicative of the results that would have actually occurred, had the events reflected therein occurred on the dates indicated, and do not purport to project the future financial position of BIP or BIPC. Actual amounts recorded upon consummation of the Transactions will differ from these unaudited pro forma financial statements. Readers are cautioned to not place undue reliance on these unaudited pro forma financial statements.

21

Brookfield Infrastructure Partners L.P.

Unaudited Pro forma Statement of

Operating Results

22