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 12, 2013
MACQUARIE INFRASTRUCTURE COMPANY LLC
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 001-32384 | 43-2052503 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
125 West 55th Street New York, New York |
10019 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 231-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 12, 2013, Macquarie Infrastructure Company LLC (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) among the Company and Barclays Capital, Inc. and Macquarie Capital (USA) Inc. (“MCUSA”) as underwriters (the “Underwriters”), relating to (i) the offer, issuance and sale by the Company of 2,125,200 limited liability company interests without par value (the “LLC interests”) of the Company plus up to an additional 318,780 LLC interests if the Underwriters exercise their option to purchase additional LLC interests (the “Shares”), in an underwritten public offering (the “Offering”). The Shares are covered by a registration statement (No. 333-187794) on Form S-3, filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 8, 2013 and a prospectus supplement relating to the Offering, filed with the Commission on December 13, 2013. The public offering price of the Shares is $52.50 per share.
Prior to the Company’s initial public offering, the Company was a member of the Macquarie Group of companies. MCUSA is a part of the Macquarie Group. From time to time, the Company has entered into, and in the future it may enter into, transactions and relationships involving the Macquarie Group, including those with Macquarie Group Limited, its affiliates, or vehicles managed by the Macquarie Group. See the information under Note 11, “Related Party Transactions,” to the Company’s consolidated condensed financial statements for the period ended September 30, 2013 in the Company’s quarterly report on Form 10-Q, filed with the Commission on October 28, 2013; Note 11, “Related Party Transactions,” to the Company’s consolidated condensed financial statements for the period ended June 30, 2013 in the Company’s quarterly report on Form 10-Q, filed with the Commission on July 31, 2013; “Certain Relationships and Related Party Transactions” in the Company’s definitive proxy statement on Schedule 14A, filed with the Commission on April 5, 2013 and Note 15, “Related Party Transactions,” to the Company’s consolidated financial statements in Part II, Item 8, “Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K, filed with the Commission on February 20, 2013, for a description of contractual arrangements and transactions between the Company and members of the Macquarie Group. In addition, Barclays Capital Inc. and Macquarie Capital (USA) Inc. acted as financial advisors to the Company in connection with the pending acquisition by its subsidiary, Atlantic Aviation FBO Inc., of substantially all of the assets of five fixed base operations and one new hangar from Galaxy Aviation.
The Company expects that the Offering will be completed on or about December 18, 2013, subject to customary closing conditions.
The foregoing description of the Underwriting Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 1.1 | Underwriting Agreement, dated as of December 12, 2013, among Macquarie Infrastructure Company LLC, and Barclays Capital, Inc. and Macquarie Capital (USA) Inc. as underwriters. | |
| 5.1 | Opinion of White & Case LLP regarding the legality of the Shares. | |
| 23.1 | Consent of White & Case LLP (included in Exhibit 5.1). |
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.
| MACQUARIE INFRASTRUCTURE COMPANY LLC | ||
| By: | /s/ James Hooke | |
| Name: James Hooke Title: Chief Executive Officer | ||
Dated: December 16, 2013
EXHIBIT INDEX
|
Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated as of December 12, 2013, among Macquarie Infrastructure Company LLC and Barclays Capital, Inc. and Macquarie Capital (USA) Inc. as underwriters. | |
| 5.1 | Opinion of White & Case LLP regarding the legality of the Shares. | |
| 23.1 | Consent of White & Case LLP (included in Exhibit 5.1). |