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): February 24, 2015

 

MACQUARIE INFRASTRUCTURE COMPANY LLC

(Exact name of registrant as specified in its charter)

 

Delaware		001-32384		43-2052503
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

125 West 55^th Street

New York, NY 10019

(Address of Principal Executive Offices/Zip Code)

 

(212) 231-1000

(Registrant’s telephone number, including area code)

 

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 9.01

Financial Statements and Exhibits

 

As previously disclosed, on July 16, 2014, Macquarie Infrastructure Company LLC (the “Company”) completed the acquisition of the remaining equity interests in IMTT Holdings Inc. not owned by the Company for an aggregate purchase price of $1.029 billion, consisting of $913.6 million in cash and $115.0 million in the Company’s limited liability company interests, excluding transaction costs (the “IMTT Acquisition”). The cash consideration for the IMTT Acquisition was financed using a portion of the proceeds of public offerings of limited liability company interests and convertible senior notes. This Form 8-K is being filed to provide the following updated pro forma financial information relating to the IMTT Acquisition and the related financing transactions:

 

(b) Pro forma financial information

 

The unaudited pro forma combined consolidated statement of operations (and notes thereto) of the Company for the year ended December 31, 2014 giving effect to the IMTT Acquisition and the related financing transactions are filed herewith as Exhibit 99.1 and incorporated herein by reference.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Unaudited pro forma combined consolidated statement of operations (and notes thereto) of the Company for the year ended December 31, 2014.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		Macquarie Infrastructure Company LLC
Date:  February 24, 2015		By:	/s/ James Hooke
		Name:	James Hooke
		Title:	Chief Executive Officer

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Unaudited pro forma combined consolidated statement of operations (and notes thereto) of the Company for the year ended December 31, 2014.