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): May 30, 2007
MACQUARIE
INFRASTRUCTURE COMPANY TRUST
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(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):
□
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))
Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
May
30, 2007, Macquarie Infrastructure Company (“MIC”), through its airport services
business, completed the acquisitions of 100% of the interests in entities that
own and operate two fixed base operations (“FBOs”). The FBOs are located at
Santa Monica Municipal Airport in California and Stewart International Airport
in New York. MIC acquired the FBOs pursuant to two agreements entered into
as of
December 21, 2006, a Business Purchase Agreement (Santa Monica) entered into
with David G. Price, David G. Price 2006 Family Trust, Dallas P. Price-Van
Breda, Dallas Price-Van Breda 2006 Family Trust and Supermarine Aviation,
Limited and a Membership Interest Purchase Agreement (Stewart) entered into
with
David G. Price.
The
purchase price paid to the Sellers at closing was approximately $87.2 million
in
the aggregate (subject to final working capital adjustments) with no assumed
debt. The total funding requirement for the transactions was approximately
$90.2
million, including transactions costs, funding of integration costs and a
payment of approximately $1.5 million to Macquarie Securities (USA) Inc.
(“MSUSA”) in its capacity as financial advisor to MIC. MIC funded the
acquisitions with $32.5 million drawn against an existing credit facility at
its
airport services business and $57.7 million of cash. Macquarie Securities is
a
subsidiary of Macquarie Bank Limited, the parent company of MIC’s
Manager.
Section
7 - Regulation FD
Item
7.01 Regulation FD Disclosure.
On
June
4, 2007, we issued a press release related to the closing of the acquisition
of
two FBOs. A copy of the press release is attached as Exhibit 99.1
hereto.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1 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
99.1 Press
Release
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:
June 4, 2007 |
By: |
/s/
Peter Stokes |
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Name:
Title:
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Peter
Stokes
Regular
Trustee
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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 LLC |
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| Date:
June 4, 2007 |
By: |
/s/
Peter Stokes |
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Name:
Title:
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Peter
Stokes
Chief
Executive Officer
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