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): April 16, 2007
MACQUARIE
INFRASTRUCTURE COMPANY TRUST
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32385
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20-6196808
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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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____________________
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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____________________
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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FORWARD
LOOKING STATEMENTS
This
filing contains forward-looking statements. We may, in some cases, use words
such as "project”, "believe”, "anticipate”, "plan”, "expect”, "estimate”,
"intend”, "should”, "would”, "could”, "potentially”, or "may” or other words
that convey uncertainty of future events or outcomes to identify these
forward-looking statements. Forward-looking statements in this report are
subject to a number of risks and uncertainties, some of which are beyond the
Company’s control including, among other things: its ability to successfully
integrate and manage acquired businesses, including the ability to retain or
replace qualified employees, manage growth, make and finance future
acquisitions, service, comply with the terms of and refinance debt, and
implement its strategy; decisions made by persons who control its investments
including the distribution of dividends; its regulatory environment for purposes
of establishing rate structures and monitoring quality of service; changes
in
general economic or business conditions, or demographic trends, including
changes to the political environment, economy, tourism, construction and
transportation costs, changes in air travel, automobile usage, fuel and gas
costs, including the ability to recover increases in these costs from customers;
reliance on sole or limited source suppliers, particularly in our gas utility
business; foreign exchange fluctuations; environmental risks; and changes in
U.S. federal tax law.
Our
actual results, performance, prospects or opportunities could differ materially
from those expressed in or implied by the forward-looking statements. Additional
risks of which we are not currently aware could also cause our actual results
to
differ. In light of these risks, uncertainties and assumptions, you should
not
place undue reliance on any forward-looking statements. The forward-looking
events discussed in this release may not occur. These forward-looking statements
are made as of the date of this release. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
April
16, 2007, we entered into a stock purchase agreement with Mercury Air Centers,
Inc. (“Mercury”) and its equity holders providing for:
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Our
purchase on the closing date of 89% of the equity of Mercury (representing
100% of the common stock of Mercury at closing) from Allied Capital
Corporation, Directional Aviation Group, LLC and David
Moore,
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Our
purchase on the closing date of a call option to acquire the remaining
11%
of the equity of Mercury (in the form of voting preferred shares)
from
Kenneth Ricci, exercisable from October 1, 2007 through October 31,
2007,
pursuant to an option agreement to be entered into at closing
and
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Our
grant of a put option under the option agreement to Mr. Ricci to
sell us
his 11% of the equity of Mercury, exercisable from April 1, 2008
to April
30, 2008.
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Mercury
owns and operates 24 fixed base operations (FBOs) in the U.S.
The
aggregate purchase price, giving effect to our exercise of the call option,
is
$427.0 million, subject to working capital and capital expenditure adjustments.
In addition to the purchase price, we expect to incur transaction costs
(including advisory fees), pre-funded capital expenditures and a debt service
reserve totaling $29.2 million for a total cost of $456.2 million.
We
intend
to fund a portion of the acquisition with $192.0 million two-year term loan
borrowings by Mercury with the balance funded with our acquisition credit
facility and $20.0 million of available cash.
We
have
received commitment letters from The Governor and Company of Bank of Ireland
and
Bayerische Landesbank, New York Branch to provide Mercury with a credit facility
consisting of $192.0 million of term loans and a $17.5 million working
capital facility. Borrowings under the facility will bear interest at an annual
rate of LIBOR plus 1.70%. The Mercury credit facility will be secured by all
project revenues and assets of Mercury and the stock of Mercury and, to the
extent permitted, its subsidiaries. The facility will also include the following
financial covenants:
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Distributions
lock-up test:
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· 12
mo. look forward and 12 mo. look backward debt service
coverage
ratio of 1.50x or higher
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· Full
funding of any required environmental remediation
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· 12
month Site EBITDA on a proforma basis greater than:
Year Minimum
EBITDA
2007 $27.10
million
2008 $28.80
million
2009 $30.50
million
· Projected
site EBITDA of $28.75 million in certain circumstances
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Hedging
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100%
of the term loan portion of the
facility
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It
is
anticipated that the Mercury credit facility will be refinanced as part of
a
subsequent refinancing of our airport services business credit facility, which
will also repay a portion of the borrowings under our acquisition credit
facility. It is also anticipated that the remaining funds borrowed under our
acquisition credit facility will be repaid from the proceeds of a subsequent
public offering of trust stock, to be conducted at management’s discretion,
depending on prevailing market conditions.
We
are
evaluating entering into forward starting interest rate swaps prior to closing,
effectively fixing the interest rate on the $192.0 million two-year debt
facility.
Subject
to the satisfaction of the conditions precedent in the purchase and sale
agreement, we expect to close the transaction in the third quarter of 2007.
If consummated, we expect that the acquisition will be immediately yield
accretive.
The
purchase and sale agreement specifies that the maximum amount of indemnification
for damages payable in the event of a breach of the representations, warranties
and covenants by the Mercury equity holders is $12 million, with some exceptions
and limitations, payable generally on a pro rata basis and supported by an
escrow of the same amount, giving effect to our exercise of the call option.
The
purchase and sale agreement contains various other provisions customary for
transactions of this size and type, including representations, warranties and
covenants with respect to the business that are subject to customary
limitations. Completion of the acquisition depends on certain conditions being
satisfied or waived, including the securing of consents or letters of estoppel
from the relevant airport authorities and the expiration or early termination
of
any waiting period under the Hart-Scott-Rodino Antitrust Act of 1976, as
amended, as well as other customary closing conditions.
Macquarie
Securities (USA) Inc. (“MSUSA”) is acting as financial advisor to us on the
transaction. MSUSA is a subsidiary of Macquarie Bank Limited, the parent company
of our Manager.
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure.
A
copy of
the press release and investor presentation related to this transaction are
attached as Exhibits 99.1 and 99.2 to this Current Report on Form
8-K.
The
information furnished pursuant to this Item 7.01, including Exhibits 99.1 and
99.2 hereto, is being furnished under this Current Report on Form 8-K. It is
not
“filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that Section and shall not be deemed
to
be incorporated by reference into any filings under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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99.2 |
*Investor
Presentation
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*
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This
exhibit is being furnished under this Current Report on Form 8-K
and is
not “filed” and is not incorporated by reference into any filing made
under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended.
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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
TRUST |
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| Date:
April 19, 2007 |
By: |
/s/
Peter Stokes |
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Name:
Peter Stokes |
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Title:
Regular Trustee |
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:
April 19, 2007 |
By: |
/s/
Peter Stokes |
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Name:
Peter Stokes |
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Title:
Chief Executive Officer |