ORIGINAL FILING ON SCHEDULE 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Macquarie Infrastructure Company LLC
(Name of Issuer)
Limited Liability Company Interests
(Title of Class of Securities)
(Cusip Number)
Macquarie Bank Limited
1 Martin Place
Sydney, NSW 2000 Australia
Telephone: (612) 8232 3333
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Copy to:
Antonia E. Stolper
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
June 25, 2007
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1 |
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NAMES OF REPORTING PERSONS:
Macquarie Bank Limited |
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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WC |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Australia
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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19,124 |
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SHARES |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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19,124 |
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WITH |
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SHARED DISPOSITIVE POWER: |
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2,001,620 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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2,020,744 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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4.6% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
iii
TABLE OF CONTENTS
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Page |
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Item 1. Security and Issuer
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1 |
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Item 2. Identity and Background
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1 |
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Item 3. Source and Amount of Funds or Other Consideration
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2 |
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Item 4. Purpose of Transaction
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2 |
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Item 5. Interest in Securities of the Issuer
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4 |
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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4 |
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Item 7. Material to Be Filed as Exhibits
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5 |
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Signatures |
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SCHEDULE I |
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EXHIBIT B |
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EXHIBIT C |
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EXHIBIT D |
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iv
Item 1. Security and Issuer.
The class of equity securities to which this Statement on Schedule 13D relates is the limited
liability company interests (the LLC Interests) of Macquarie Infrastructure Company LLC,
a Delaware limited liability company (the Issuer), with its principal executive offices
located at 125 West 55th Street, New York, New York, 10019.
Item 2. Identity and Background.
This statement on Schedule 13D is being filed by Macquarie Bank Limited, a company formed under the
laws of Australia (MBL), including with respect to LLC Interests beneficially owned
through Macquarie Infrastructure Management (USA) Inc., a corporation organized under the laws of
Delaware (MIMUSA) and subject of a separate filing on Schedule 13D, filed July 5, 2007.
MBL has its principal offices at No. 1 Martin Place, Sydney, New South Wales 2000, Australia.
MIMUSA is an indirect wholly owned subsidiary of MBL. MIMUSA is 100% directly owned by Macquarie
Holdings (U.S.A.) Inc. (MHUSA), a Delaware corporation. MHUSA is a direct wholly owned
subsidiary of Macquarie Equities (US) Holdings Pty Limited, a company formed under the laws of
Australia (MEQH). MEQH is a direct wholly owned subsidiary of Macquarie Group (US)
Holdings No1 Pty Ltd, a company formed under the laws of Australia (MGUSH1). MGUSH1 is a
direct wholly owned subsidiary of Macquarie Group International Holdings Pty Ltd (MGIHL).
MGIHL is a direct wholly owned subsidiary of MBL, the ultimate controlling entity of MIMUSA.
MEQH, MGUSH1, and MGIHL have their principal offices at No. 1 Martin Place, Sydney, New South Wales
2000, Australia. MIMUSA and MHUSA have their principal offices at 125 West 55th Street,
New York, New York, 10019, United States.
The directors and executive officers of MBL are set forth on Schedule I attached hereto Schedule I
sets forth the following information with respect to each such person:
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is conducted; and
(iv) citizenship.
During the last five years, none of MBL, MIMUSA, MEQH, MGUSH1, MGIHL or MHUSA, nor any person named
in Schedule I, has been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
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administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On June 25, 2007, all of the outstanding shares of trust stock (Shares of Trust Stock),
representing beneficial interests in Macquarie Infrastructure Company Trust (the Trust),
were automatically exchanged for an equal number of LLC Interests in the Issuer pursuant to the
terms of the trust agreement for the Trust (the Exchange) and the Trust was dissolved.
Prior to the Exchange and dissolution of the Trust, all interests in the Issuer were held by the
Trust. No funds or other consideration were used in connection with the acquisition of the LLC
Interests in the Exchange.
All acquisitions and dispositions of Shares of Trust Stock by MIMUSA and MBL prior to the Exchange
have been previously reported on a Schedule 13D and various amendments thereto filed in connection
with the Shares of Trust Stock (collectively, the Trust Stock 13D).
Item 4. Purpose of Transaction.
MIMUSA and MBL acquired LLC Interests automatically in the Exchange. Subsequent to the Exchange,
the Issuer and MIMUSA entered into a Purchase Agreement, dated June 28, 2007 (the Purchase
Agreement), with Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Macquarie Securities (USA)
Inc., as representatives of the underwriters named in the Purchase Agreement (the
Underwriters), whereby MIMUSA agreed to sell and the Underwriters agreed to purchase,
subject to and upon terms and conditions set forth therein, 599,000 LLC Interests of the Issuer
under the Issuers existing shelf registration statement (Registration No. 333-138010-01) at a
public offering price per share of $40.99 less an underwriting discount per share of $1.7421. MBL
had entered into a total return swap with respect to these 599,000 LLC Interests. The counterparty
to the swap was Macquarie International Infrastructure Fund Limited, or MIIF, a fund which is
managed by a subsidiary of MBL. MBL had caused MIMUSA to pledge the 599,000 LLC interests to MIIF
to secure MBLs obligations under the total return swap. MIMUSA retained the voting rights on all
the pledged interests. The sale of LLC Interests under the Purchase Agreement (the Secondary
Offering), which closed on July 5, 2007, settled MBLs obligations under the total return swap
and, as a result, the total return swap has been terminated and the pledge over these LLC Interests
has been released.
As a result of the Secondary Offering, on July 5, 2007, MIMUSA and MBL ceased to beneficially own
more than 5% of the outstanding LLC Interests of the Issuer, although MBL expects that, following
MIMUSAs reinvestment of management fees related to the quarter ended June 30, 2007, as discussed
below, they will each beneficially own more than 5% of the then outstanding LLC Interests.
Furthermore, for the quarter ended March 31, 2007, MIMUSA has elected to reinvest $957,148 of
management fees in LLC Interests of the Issuer (the March Reinvestment), pursuant to the
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terms of the Management Services Agreement described below. On July 13, 2007, the Issuer issued
21,972 LLC Interests to MIMUSA upon such reinvestment.
In addition, the 19,124 LLC Interests representing sole voting and investment power consist of
shares owned by MBL to hedge its obligations under its Directors Profit Share Plan.
The purpose of any transactions in Shares of Trust Stock by MIMUSA and MBL prior to the Exchange
have been previously reported on the Trust Stock 13D.
MIMUSA is party to a (i) an Amended and Restated Management Services Agreement dated June 22, 2007
(the Management Services Agreement) among MIMUSA, the Issuer, Macquarie Infrastructure
Company Inc., a Delaware corporation, and certain directly wholly owned subsidiaries of the Issuer
(each a Managed Subsidiary and, together, the Managed Subsidiaries), and (ii) a
Registration Rights Agreement dated December 21, 2004 (the Registration Rights Agreement)
among MIMUSA, the Trust and the Issuer.
Pursuant to the Management Services Agreement, the Issuer and each Managed Subsidiary has agreed to
appoint MIMUSA to manage their business and affairs under the supervision and control of the
respective board of directors of the Issuer and each Managed Subsidiary and to perform the services
described therein in accordance with the terms of the Management Services Agreement.
Pursuant to the terms of the Management Services Agreement, MIMUSA may be entitled to receive
additional LLC Interests of the Issuer. MIMUSA has the right but not the obligation to invest all
or any portion of the management fees it receives from the Issuer and the Managed Subsidiaries,
from time to time, in LLC Interests in accordance with the terms therein. In addition to the March
Reinvestment referred to above, for the quarter ended June 30, 2007, MIMUSA has elected to reinvest
$43,005,302 of management fees in LLC Interests of the Issuer. The number of shares issuable upon
such reinvestment has not been determined at this time.
Pursuant to the terms of the Management Services Agreement, for so long as MIMUSA or any affiliate
of MIMUSA holds no less that 200,000 LLC Interests (as adjusted to reflect stock splits or similar
recapitalizations), MIMUSA has the right to appoint one director to the Issuers board of directors
and an alternate for such appointee, and such director, or alternate, if applicable, will serve as
the chairman of the board of directors. MIMUSA also has the obligation under the Management
Services Agreement to second to the Issuer the Issuers chief executive officer and chief financial
officer on a wholly dedicated basis and may second one or more individuals to serve as officers or
otherwise of the Issuer, as agreed between MIMUSA and the Issuer.
Pursuant to the Registration Rights Agreement, among other things, the Issuer has agreed to file,
and has filed, a shelf registration statement under the Securities Act of 1933, as amended,
relating to the resale of all LLC Interests owned by MIMUSA or acquired in the future. Under the
Purchase Agreement, MIMUSA has agreed not to sell, transfer or otherwise dispose of any LLC
interests of the Company, without the prior written consent of the Representatives, for a period of
90 days beginning June 28, 2007, except that MIMUSA is permitted to transfer to its affiliates LLC
Interests acquired by it upon reinvestment of management fees. In addition, under
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the Management Services Agreement, MIMUSA may not dispose of 700,000 of its LLC Interests until
December 21, 2007.
Except as set forth above, MBL has not formulated any plans or proposals which relate to or would
result in: (a) the acquisition by any person of additional securities of the Issuer or the
disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the
Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the
Issuer or any of its subsidiaries, (d) any change in the present board of directors or management
of the Issuer, (e) any material change in the Issuers capitalization or dividend policy, (f) any
other material change in the Issuers business or corporate structure, (g) any change in the
Issuers organizational documents or other or instrument corresponding thereto or other action
which may impede the acquisition of control of the Issuer by any person, (h) causing a class of
securities of the issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered national securities
association, (i) a class of equity securities of the Issuer becoming eligible for termination of
registration or (j) any action similar to any of those enumerated above.
The Purchase Agreement, the Management Services Agreement and the Registration Rights Agreement are
annexed hereto as Exhibits B, C and D.
Item 5. Interest in Securities of the Issuer.
(a)(b) Please refer to numbers 7-11 of the schedule preceding the table of contents of this
Schedule 13D. The information regarding the beneficial ownership of MBL gives effect to both the
Exchange and the Secondary Offering but does not reflect LLC Interests which are expected to be
issued within 60 days to MIMUSA in connection with its reinvestment of management fees related to
the quarter ended March 31, 2007, as the exact number of LLC Interests to be issued has not yet
been determined by the Issuer. LLC Interest over which MBL has shared dispositive power are those
LLC Interests held directly by MIMUSA.
(c) Except as disclosed above, MBL has not effected any transaction in the LLC Interests during the
past 60 days.
(d) Not applicable.
(e) As a result of the Secondary Offering, on July 5, 2007, MBL ceased to beneficially own more
than 5% of the outstanding LLC Interests of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer.
Other than the Purchase Agreement, the Management Services Agreement and the Registration Rights
Agreement mentioned above, to the best knowledge of MBL, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any persons with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any of the LLC Interests, finders fees, joint
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ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving of withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
Exhibit B Purchase Agreement
Exhibit C Management Services Agreement
Exhibit D Registration Rights Agreement
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Signatures
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies
that the information set forth in this Statement is true, complete and correct.
August 17, 2007
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MACQUARIE BANK LIMITED |
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By:
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/s/ Dennis Leong |
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Name:
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Dennis Leong |
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Title: Company Secretary |
6
SCHEDULE I
The name and present principal occupation of each of the executive officers (Executive Committee
Members) and directors (Board Members) of MBL are set forth below. Unless otherwise noted, each of
these persons is an Australia citizen and has as his/her business address No.1 Martin Place,
Sydney, New South Wales 2000, Australia.
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Name |
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Principal Occupation |
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Board Members
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David S. Clarke
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Company Director |
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Allan E. Moss
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Investment Banker |
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Laurence G. Cox
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Investment Banker |
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Peter M. Kirby
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Company Director |
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Catherine B.
Livingstone
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Company Director |
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H. Kevin McCann
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Company Director |
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John R. Niland
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Company Director |
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Helen M. Nugent
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Company Director |
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Peter H. Warne
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Company Director |
Executive
Committee
Members1
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W. Richard Sheppard
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Investment Banker |
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Andrew J. Downe
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Investment Banker |
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Nicholas R. Minogue
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Investment Banker |
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Nicholas W. Moore
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Investment Banker |
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Peter J. Maher
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Investment Banker |
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J. Kimberley Burke
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Investment Banker |
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Gregory C. Ward
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Chief Financial Officer |
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Michael Carapiet
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Investment Banker |
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Excludes Board Members who are also Executive
Committee Members. |
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