Current Report Filing (8-k)
23 September 2021 - 12:26AM
Edgar (US Regulatory)
0001289790
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12/31
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0001289790
2021-09-22
2021-09-22
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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): September
22, 2021
MACQUARIE INFRASTRUCTURE
CORPORATION
(Exact name of registrant
as specified in its charter)
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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(I.R.S. Employer Identification
No.)
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125 West 55th 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))
Securities registered under Section 12(b) of the Act:
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Name of each exchange on
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Title of each class
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Trading Symbol(s)
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which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
This Current Report on Form 8-K is being filed
for the purpose of establishing Macquarie Infrastructure Holdings, LLC, a Delaware limited liability company (“MIH”
or the “Company”) as the successor issuer to Macquarie Infrastructure Corporation, a Delaware corporation (the
“Predecessor” or “MIC Corp”) with respect to MIH’s Common Units (as defined
below) pursuant to Rule 12g3-(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and to disclose certain related matters, including the consummation of the Merger (as defined below). Pursuant to Rule 12g3-(a) under
the Exchange Act, such Common Units are deemed registered under Section 12(b) of the Exchange Act.
On September 22, 2021, the Predecessor completed
a Reorganization (as defined below) pursuant to which a wholly owned subsidiary of MIH merged with and into the Predecessor (the “Merger”),
resulting in the Predecessor becoming a wholly-owned subsidiary of MIH. MIH is the successor corporation resulting from the Merger.
In connection with the consummation of the Merger,
the Common Units have been approved for listing on the New York Stock Exchange (“NYSE”), and will commence trading
on September 23, 2021 on an uninterrupted basis under the trading symbol “MIC” and with CUSIP 55608B105.
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On September 22, 2021, the Predecessor completed
the Merger in accordance with the agreement and plan of merger, dated March 30, 2021 (the “Merger Agreement”),
by and among the Predecessor, MIH and Plum Merger Sub, Inc. a Delaware corporation and a wholly-owned subsidiary of MIH (“Merger
Sub”), pursuant to which Merger Sub merged with and into the Predecessor, with the Predecessor continuing as the surviving
entity and as a wholly-owned subsidiary of the Company. At the effective time of the Merger, each outstanding share of the Predecessor’s
common stock, par value $0.001 per share (the “Common Stock”) was converted into MIH common units (the “Common
Units”) on a one-for-one basis without an exchange of certificates. Consequently, MIH replaced the Predecessor as the publicly
traded company. Stock certificates previously representing shares of Common Stock represent the same number of Common Units after the
Merger. The limited liability company interests of MIH outstanding immediately prior to the Merger were cancelled. The Merger Agreement
was adopted by MIC Corp’s stockholders at a special meeting of the stockholders held on May 6, 2021.
Following the consummation of the Merger, MIC
Ohana Corporation, a direct subsidiary of the Predecessor distributed all of the limited liability company interests in MIC Hawaii Holdings,
LLC (“MIC Hawaii”) to the Predecessor, and the Predecessor in turn distributed such limited liability company
interests to MIH (these distributions, the “Hawaii distribution” and, together with the Merger, the “Reorganization”).
MIC Hawaii holds the businesses comprising the Predecessor’s MIC Hawaii business segment.
As a result of the Merger, MIH became the successor
issuer to the Predecessor with respect to the Predecessor’s Common Stock pursuant to Rule 414 under the Securities Act of 1933,
as amended (the “Securities Act”) and Rule 12g-3(a) of the Exchange Act.
In connection with the consummation of the Merger,
the Common Units have been approved for listing on the NYSE and will commence trading on September 23, 2021 under the trading symbol “MIC”
and with CUSIP “55608B105.”
Pursuant to the Merger Agreement and the LLC Agreement,
MIH assumed all obligations of the Predecessor under the Predecessor’s 2014 Independent Directors Equity Plan and 2016 Omnibus Employee
Incentive Plan Stock (collectively, the “Plans”). In accordance with Rule 414 under the Securities Act, following
the filing of this Form 8-K, MIH will also file a post-effective amendment to the Predecessor’s registration statements on Form
S-8 (File Nos. 333-204249 and 333-213139) (the “Form S-8 POS”) to adopt said Form S-8 Registration Statements
pursuant to Rule 414. The Common Stock that was issuable under the Plans was automatically converted on a one-for-one basis into Common
Units, with the same terms and conditions as each equity award had prior to the Merger, except that the shares issuable under each such
award are now Common Units.
The foregoing description of the Merger Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed
as Exhibit 2.1 hereto and incorporated by reference herein.
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
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In connection with the consummation of the Merger,
the Predecessor notified the NYSE that each share of Common Stock of the Predecessor issued and outstanding immediately prior to the Merger
would be converted on a one-for-one basis into one Common Unit of the Company. The Predecessor requested that the NYSE (i) suspend trading
in the Predecessor’s Common Stock as of the open of business on September 23, 2021, and (ii) file with the Commission an application
on Form 25 to report that the Predecessor’s Common Stock are no longer listed on the NYSE. On September 23, 2021, (i) the NYSE will
suspend trading of the Predecessor’s Common Stock prior to the open of business, and (ii) the Common Units will commence trading
on the NYSE on an uninterrupted basis under the trading symbol “MIC.” The Predecessor intends to file with the Commission
a Form 15 under the Exchange Act, requesting the suspension of the Predecessor’s reporting obligations under the Exchange Act with
respect to such Common Stock.
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Item 3.03
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Material Modification to the Rights of Security Holders
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Upon the consummation of the Merger, each issued
and outstanding share of Common Stock of the Predecessor was converted into one Common Unit of the Company.
On September 22, 2021, upon consummation of the
Merger, MIH adopted an amended and restated limited liability company agreement (the “LLC Agreement”). The LLC
Agreement is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Amendment and Restatement
of Certificate of Incorporation
Effective September 22, 2021, the Company filed
an amended and restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State
of the State of Delaware in connection with the closing of the Merger.
A copy of the Restated Certificate is filed as
Exhibit 3.2 hereto and incorporated herein by reference.
Amendment and Restatement
of Bylaws
Effective September 22 2021, the Company adopted
an amended and restated bylaws (the “Restated Bylaws”) in connection with the closing of the Merger.
A copy of the Restated Bylaws is filed herewith
as Exhibit 3.3 and is incorporated herein by reference.
On September 22, 2021, the
Company announced that it completed the Reorganization. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated
by reference herein.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
*Filed herewith
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, MIC Corp has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Macquarie Infrastructure Corporation
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Date: September 22, 2021
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By:
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/s/ Christopher Frost
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Name:
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Christopher Frost
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Title:
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Chief Executive Officer
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