Item 1.01. Entry into a Material Definitive Agreement.
On July 15, 2014, Macquarie Infrastructure Company LLC (the "Company") issued
$350,000,000 aggregate principal amount of 2.875% Convertible Senior Notes due
2019 (the "Convertible Notes") in an underwritten public offering (the
"Convertible Notes Offering"). The Convertible Notes were issued pursuant to a
first supplemental indenture (the "Supplemental Indenture"), dated July 15,
2014, between the Company and Wells Fargo Bank, National Association, as trustee
(the "Trustee"), to the indenture, dated as of July 15, 2014 (the ''Base
Indenture'' and together with the Supplemental Indenture, the ''Indenture''),
between the Company and the Trustee. The Company will pay interest on the Notes
at a rate of 2.875% per annum, payable semi-annually in arrears on July 15 and
January 15 of each year, commencing January 15, 2015.
The Convertible Notes are convertible at any time into shares of the Company's
limited liability company interests. The initial conversion rate is 11.7942
shares per $1,000 principal amount of Convertible Notes (equal to an initial
conversion price of approximately $84.79 per share, subject to adjustment upon
the occurrence of certain events as provided in the Indenture). In addition,
upon a conversion in connection with the occurrence of certain events that
constitute a "make-whole fundamental change," the conversion rate will be
increased pursuant to the Indenture by a specified amount with respect to
Convertible Notes tendered for conversion during a specified period after the
effective date of the transaction. In addition, holders may require the Company
to repurchase all or a portion of their Convertible Notes upon a fundamental
change (as defined in the Indenture) at a cash repurchase price equal to 100%
plus accrued and unpaid interest. The Convertible Notes are not redeemable prior
to maturity on July 15, 2019.
The foregoing description of the Indenture does not purport to be a complete
description and is qualified in its entirety by reference to the full text of
the Base Indenture and the Supplemental Indenture, which are filed as Exhibits
4.1 and 4.2, respectively, hereto and incorporated by reference herein.
Concurrently with the closing of the Convertible Notes Offering, the Company
issued 11,500,000 shares of limited liability company interests (the "Shares")
in an underwritten public offering (the "Equity Offering").
Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Company's Current Report on Form 8-K dated July
, on that date the Company entered into a stock purchase agreement (the
"IMTT Stock Purchase Agreement") among Macquarie Terminal Holdings LLC
, the Company, IMTT Holdings Inc.
") and The Voting
Trust of IMTT Holdings Inc.
(the "Coleman Trust
") to acquire the remaining
equity interest in IMTT Holdings
not owned by the Company for an aggregate
purchase price of $1.025 billion
, consisting of $910.0 million
in cash and
in the Company's limited liability company interests (the "IMTT
Acquisition"). The cash consideration for the IMTT Acquisition was financed with
the proceeds of the Convertible Notes Offering and the Equity Offering. In
addition, the Company issued 1,729,323 shares of limited liability company
interests (the "Restricted Shares") to the Coleman Trust
pursuant to the IMTT
Stock Purchase Agreement in satisfaction of the equity consideration of the IMTT
Acquisition of $115.0 million
, calculated at a price of $66.50
Share, the per share price to the public in the Equity Offering. As previously
disclosed, the Company entered into a registration rights agreement (the
"Registration Rights Agreement") with the Coleman Trust
pursuant to which the
Company has agreed, upon request from the Coleman Trust
, after 60 days following
the date of the final prospectus supplements relating to the Convertible Notes
Offering and the Equity Offering, to use reasonable commercial efforts to
register the Restricted Shares for resale with the Securities and Exchange
. The Company completed the transactions contemplated by the IMTT
Stock Purchase Agreement on July 16, 2014
The IMTT Stock Purchase Agreement and the Registration Rights Agreement are
described in, and filed as Exhibits 2.1 and 10.1, respectively, to, the
Company's Current Report on Form 8-K, dated July 7, 2014
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, on July 7, 2014
, the Company entered into a new senior
secured revolving credit facility (the "Credit Agreement") among the Company, as
borrower, Macquarie Infrastructure Company Inc.
, as guarantor, J.P. Morgan Chase
, as administrative agent and the lenders party thereto. The senior
secured revolving credit facility provides borrowings of up to $250.0 million
subject to availability. Upon the closing of the IMTT Acquisition, the senior
secured revolving credit facility became effective and will mature five years
after the closing date.
The Credit Agreement is described in, and filed as Exhibit 10.2 to, the
Company's Current Report on Form 8-K, dated July 7, 2014
Item 3.02. Unregistered Sales of Equity Securities.
The information required by Item 3.02 with respect to the Restricted Shares is
contained in Item 1.01 above and is hereby incorporated by reference herein. The
Restricted Shares were issued in reliance upon an exemption from registration
under the federal securities laws provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, and the regulations promulgated thereunder.
Item 9.01. Financial Statements and Exhibits.
4.1 Senior Debt Securities Indenture, dated as of July 15, 2014, by and
among Macquarie Infrastructure Company LLC and Wells Fargo Bank,
National Association, as Trustee.
4.2 First Supplemental Indenture, dated as of July 15, 2014, by and among
Macquarie Infrastructure Company LLC and Wells Fargo Bank, National
Association, as Trustee (including the form of 2.875% Convertible
Senior Note due 2019).