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): June 28, 2006
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.) |
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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| 125 West 55th Street, |
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| New York, New York
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10019 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 28, 2006, Macquarie Infrastructure Company LLC (“MIC”), through a wholly-owned subsidiary,
North America Capital Holding Company (“NACH”), entered into an agreement to expand an existing
$300 million term loan at NACH to $480 million. MIC intends to use the additional $180 million term
loan to partially fund the acquisition of Trajen Holdings, Inc. Subject to the satisfaction of the
conditions precedent, MIC expects to close the transaction in the third quarter of 2006. NACH is
the parent company of MIC’s airport services business and the acquirer of Trajen Holdings, Inc.
The counterparties to the loan agreement are Mizuho Corporate Bank, Ltd., as Administrative Agent,
The Governor And Company Of The Bank Of Ireland,
as Documentation Agent, Bayerische Landesbank, New York Branch,
as Syndication Agent, The Governor And Company Of The Bank Of Ireland,
Bayerische Landesbank, New York Branch and Mizuho Corporate Bank, Ltd. as Lead Arrangers, Macquarie
Bank Limited, as Co-Lead Arranger, and other lenders party thereto.
Upon borrowing, the term loan will be an obligation of the MIC operating subsidiaries that comprise
its airport services business and will be non-recourse to MIC or its other businesses. The
obligations under the credit agreements will be secured by security interests in the assets of the
airport services business as well as the equity interests of NACH and its subsidiaries.
The terms of the expanded $480 million borrowing are substantially similar to those in place on the
existing $300 million term loan facility, with the following exceptions. The pro-forma trailing 12
month minimum earnings before interest, taxes, depreciation and amortization will increase to $66.9
million in 2006 (from $40.1 million), $71.9 million in 2007 (from $43.5 million) and $77.5 million
in 2008 (from $47.0 million). Further, we will be required to hedge 100% of our interest rate
exposure on the expanded $180 million borrowing. We have entered into a forward starting interest
rate swap with the following terms:
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Notional Principal Amount:
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$180 million |
Effective Date:
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December 31, 2006 |
Termination Date:
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December 12, 2010 |
Fixed Rate (not including margin): |
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5.495% |
Macquarie Bank Limited (“MBL”), the parent company of our Manager, is underwriting $40 million of
the $180 million in additional term loan borrowing. We expect to pay approximately $440,000 in
financing fees to MBL. MBL is also the counterparty to the interest rate swap.