Unassociated Document
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): January 28, 2010
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,
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
(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))
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 our
control including, among other things: changes in general economic or business
conditions, demographic trends, the political environment, the economy, tourism,
construction and transportation costs, air travel, automobile usage, fuel and
gas costs, our ability to service, comply with the terms of and refinance debt,
successfully integrate and manage acquired businesses, make and finance future
acquisitions and implement our strategy, retain or replace qualified employees,
manage growth, our shared decision-making with co-investors over investments
including the distribution of dividends, our regulatory environment establishing
rate structures and monitoring quality of service, our ability to recover
increases in costs from customers, reliance on sole or limited source suppliers,
risks or conflicts of interests involving our relationship with the Macquarie
Group and environmental risks.
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.
“Macquarie
Group” refers to the Macquarie Group of companies, which comprises Macquarie
Group Limited and its worldwide subsidiaries and affiliates.
Macquarie
Infrastructure Company LLC is not an authorized deposit-taking institution for
the purposes of the Banking Act 1959 (Commonwealth of Australia) and its
obligations do not represent deposits or other liabilities of Macquarie Bank
Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide
assurance in respect of the obligations of Macquarie Infrastructure Company
LLC.
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
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(a)
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material
definitive agreement or material
amendment
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On
January 28, 2010, PCAA Parent, LLC, a subsidiary of the holding
company for Macquarie Infrastructure Company’s airport parking business, and
certain of its subsidiaries (together, “PCAA”), entered into an Asset Purchase
Agreement with Corinthian-Bainbridge ZKS Holdings, LLC, a Delaware limited
liability company (“Purchaser”), formed by Corinthian Equity Fund, L.P. and
Bainbridge ZKS Funds, LP. Under the Asset Purchase Agreement,
Purchaser will purchase substantially all of the assets of PCAA used in the
conduct of its business and assume certain post-closing liabilities related to
the purchased assets. PCAA will retain certain liabilities related to
the business that were existing on the closing date of the
transaction.
The
consideration to be paid by the Purchaser for the purchased assets and the
assumed liabilities will be $111,500,000 in cash, subject to certain adjustments
for, among others, certain pre-paid deposits of PCAA and pre-paid revenue
recognized by PCAA. Upon execution of the Asset Purchase Agreement,
Purchaser deposited into escrow an amount in cash equal to $5,575,000, to be
released to either PCAA or the Purchaser in accordance with the terms of the
Asset Purchase Agreement.
Concurrently
with the entry into the Asset Purchase Agreement, PCAA filed voluntary petitions
for relief under chapter 11 of the Bankruptcy Code in the United States
Bankruptcy Court for the District of Delaware and became debtors-in-possession
under the Bankruptcy Code. The transactions under the Asset Purchase
Agreement are expected to be consummated on or before June 21, 2010 in
connection with or pursuant to a chapter 11 plan of reorganization or
liquidation and the closing under the Asset Purchase Agreement is subject to
entry of the Sale Order and the Confirmation Order by the Bankruptcy Court,
expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Act and other customary closing conditions.
In the
event the Asset Purchase Agreement is terminated by either party (i) upon entry
by the Bankruptcy Court approving an alternative transaction or (ii) at any time
after PCAA files a stand-alone plan of reorganization or liquidation, PCAA will
be obligated to pay the Purchaser a break-up fee equal to 3% of the base
purchase price and to reimburse the Purchaser up to $750,000 for the Purchaser’s
reasonable and documented out-of-pocket costs and expenses incurred in
connection with the transaction. In the event the Asset Purchase
Agreement is terminated by the Purchaser due to a breach by PCAA of its
representations, warranties, covenants or agreements under the Asset Purchase
Agreement that would result in a failure of a closing condition, PCAA will be
obligated to pay the Purchaser, its reasonable and documented out-of-pocket
costs and expenses incurred in connection with the transaction.
In
connection with filing for relief under chapter 11, PCAA entered into a $5.0
million debtor-in-possession revolving facility (the “DIP Facility”) with ING
Real Estate Finance (USA), LLC, Dekabank Deutsche Girozentrale, and Deutsche
Hypothekenbank AG, all existing lenders on its primary credit
facility. The DIP Facility will be used to finance working capital
needs and for other general corporate purposes and bears interest at the rate of
LIBOR (with a 3% floor) plus 8% or the prime rate (with a 4% floor) plus
7%. The DIP Facility matures on the earliest of (a) 120 days
following the date of commencement of the bankruptcy case, (b) 30 days following
the court’s interim approval of the facility if the court has not granted final
approval at that time, (c) the effective date of confirmation of the chapter 11
plan, and (d) the date of consummation of a sale of all or substantially all of
the assets of PCAA pursuant to section 363 and 365 under the Bankruptcy
Code.
In
connection with filing for relief under chapter 11, PCAA also entered into a
Restructuring Agreement (the “PSA”) with ING Real Estate Finance (USA), LLC as
Note A Agent and a Term A Noteholder, Dekabank Deutsche Girozentrale as a Term A
Noteholder, and Deutsche Hypothekenbank AG as a Term A Noteholder and the Term B
Noteholders (which are comprised of the same entities as the Term A Noteholders)
(together with the Agent and Term A Noteholders, the “Supporting
Creditors”). Under the PSA, PCAA has agreed, on the date of filing
its Chapter 11 petitions with the Bankruptcy Court, to also file motions seeking
approval of the (i) DIP Facility and use of cash collateral and (ii)
contemplated sale of all or substantially all of the assets of
PCAA. Additionally, within seven (7) days of filing its Chapter 11
petitions, PCAA has agreed to file a Chapter 11 plan, a related disclosure
statement and all documents that will be necessary to effectuate the Chapter 11
plan, each in form and substance reasonably acceptable to the Supporting
Creditors. In addition, pursuant to the PSA, PCAA has agreed to use
all reasonable efforts to consummate the Chapter 11 plan and the related
transactions contemplated therein. Further, PCAA will not support any
alternative sale, plan, or liquidation unless such alternative would provide
greater recoveries to the Supporting Creditors than that under the contemplated
Chapter 11 plan. The PSA has a number of termination events
including, without limitation, if certain deadlines are not met in connection
with PCAA’s chapter 11 cases (subject, in certain cases, to cure periods) and if
that certain agreement dated January 28, 2010 by and among Macquarie Airport
Parking Corporation (“MAPC”) and its subsidiaries and affiliates (excluding
PCAA) (the “MAPC Entities”) and PCAA described below is terminated or breached
(subject to a three (3) day cure period in the event of a
breach). Under the PSA, the Supporting Creditors have agreed, in the
absence of certain termination events occurring (to the extent such events
cannot be cured), to (i) forbear from exercising default remedies under their
pre-petition term loan credit facility, (ii) support PCAA in preparing motions
for approval of the sale of substantially all of its assets and the DIP
facility, (iii) not object to or otherwise hinder the acceptance and
implementation of the contemplated Chapter 11 plan and (iv) vote in favor of
such plan.
MAPC
agreed that so long as a transaction to sell substantially all of PCAA’s assets
with Purchaser or a similar alternative transaction is consummated in connection
with PCAA’s Chapter 11 Cases: (i) the MAPC Entities shall not assert
certain claims (“Claims”) against PCAA, other than PCAA Parent, (ii) the MAPC
Entities shall not assert Claims against PCAA Parent in an aggregate amount
exceeding $12 million or will agree to an allowed reduced claim in the amount of
$12 million (the “Capped Amount”); and (iii) to the extent the MAPC Entities are
entitled to aggregate distributions on accounts of their Claims in excess of $1
million, any such excess shall remain in the PCAA estates for the benefit of all
of PCAA’s creditors. The MAPC Entities’ agreement to limit and
release the Claims to which they might otherwise be entitled is contingent and
conditioned on (i) a chapter 11 plan containing certain releases under such plan
and (ii) the Term A Noteholders (as defined in the agreement) not objecting to
the releases. ING, as administrative agent for the term loan lenders,
is an express third party beneficiary of the MAPC/PCAA Agreement.
Section
8 - Other Events
Item
8.01 Other Events.
On
January 28, 2010 MIC issued a press release related to the foregoing, which is
attached as Exhibit 99.1 hereto.
The
information furnished pursuant to this Item 8.01, 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 LLC |
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Date: February
2, 2010
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By:
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/s/ James
Hooke |
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Name: James
Hooke |
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Title:
Chief Executive Officer |
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