UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): December 23, 2009
MACQUARIE INFRASTRUCTURE
COMPANY LLC
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32384
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43-2052503
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(State
or other jurisdiction
of
incorporation)
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Commission
File Number
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(IRS
Employer Identification No.)
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125
West 55th
Street,
New
York, New York
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10019
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212) 231-1000
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
“Macquarie
Group” refers to the Macquarie Group of companies, which comprises Macquarie
Group Limited and its worldwide subsidiaries and affiliates.
Macquarie
Infrastructure Company LLC is not an authorized deposit-taking institution for
the purposes of the Banking Act 1959 (Commonwealth of Australia) and its
obligations do not represent deposits or other liabilities of Macquarie Bank
Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide
assurance in respect of the obligations of Macquarie Infrastructure Company
LLC.
Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
December 23, 2009, Macquarie Infrastructure Company (“MIC”), through a
wholly-owned subsidiary, completed the sale to John Hancock Life Insurance
Company and John Hancock Life Insurance Company (U.S.A.) (collectively “John
Hancock”) of 49.99% of the membership interests in Macquarie District Energy
Holdings II LLC (“MDEH”), the holding company for MIC’s district energy
business. MIC received aggregate proceeds of $29.5 million in
connection with the sale. It used these proceeds together with $36.9 million of
cash on hand to fully repay the $66.4 million outstanding balance on its
revolving credit facility. In addition, as part of the purchase price
MIC is entitled to receive $6.2 million, on a priority basis, out of future
distributions by MDEH, representing substantially all of the cash and cash
equivalents on its consolidated balance sheet as of the closing date plus
certain 2009 receivables less cash reserved for future capital expenditures and
for accrued interest (“Closing Cash”). MIC incurred approximately $3.0
million in transaction costs, which it expects to fund with distributable
cash flow from its operating companies, including the Closing Cash.
On
December 23, 2009 and in connection with the closing, MIC and John Hancock
entered into an amended and restated Operating Agreement, or LLC Agreement,
setting forth the rights and obligations of each member of
MDEH. The LLC Agreement provides that all “Available Cash” will
be distributed pro rata to the members on a quarterly basis, following the
payment of the Closing Cash to MIC. “Available Cash” is calculated as cash from
operating activities plus cash from investing activities (excluding debt funded
capital expenditures, and acquisitions net of cash) plus net debt proceeds minus
distributions paid to minority shareholders of the Nevada district energy
business. The distribution of Available Cash may be reduced to comply with any
contractual or legal limitations, including restrictions on distributions
contained in the business’s credit facility, and to provide for reserves for
working capital requirements.
The LLC
Agreement provides that MIC, through a wholly-owned limited liability company,
will act in the capacity of managing member of MDEH. Certain significant
decisions would require the vote of MDEH’s members representing a 75% (or 90% in
some cases) percentage ownership of MDEH. The LLC Agreement contains
other terms relating to restrictions on transfers, dispute resolutions and other
customary rights of first offer, pre-emptive rights and rights to participate in
(or cause other members to participate in) a sale of control of
MDEH.
Macquarie
Capital (USA) Inc. ("MCUSA") acted as financial advisor to MIC in connection
with the transaction. MCUSA is a subsidiary of Macquarie Bank
Limited, the parent company of MIC's Manager.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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MACQUARIE
INFRASTRUCTURE COMPANY LLC |
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Date: December
30, 2009
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By:
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/s/ James
Hooke |
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Name: James
Hooke |
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Title:
Chief Executive Officer |
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