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) August 16, 2017
MACQUARIE INFRASTRUCTURE CORPORATION
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 001-32384 | 43-2052503 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
|
125 West 55th Street New York, New York |
10019 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(212) 231-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or 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:
| ¨ | 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)) |
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. ¨
| Item 8.01. | Other Events. |
On August 8, 2017, Macquarie Infrastructure Corporation (“we” or “our”) entered into a registration rights agreement (the “Agreement”) pursuant to which we agreed to register under the Securities Act of 1933, as amended, 1,650,104 shares of our common stock (the “Shares”) that were issued in connection with a previously disclosed acquisition. On the date hereof, we filed a prospectus supplement covering the Shares under our registration statement on Form S-3 (Registration No. 333-210615). In connection with the registration of the Shares, we are filing a legal opinion of White & Case LLP as Exhibit 5.1 to this Form 8-K. A copy of the Agreement was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on August 14, 2017.
| Item 9.01. | Other Events. |
(d) Exhibits.
| Exhibit No. | Description | |
| 5.1 | Opinion of White & Case LLP |
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.
| MACQUARIE INFRASTRUCTURE CORPORATION | ||||||
| By: | /s/ James Hooke | |||||
| Name: James Hooke | ||||||
| Title: Chief Executive Officer | ||||||
Dated: August 16, 2017
EXHIBIT INDEX
| Exhibit No. | Description | |
| 5.1 | Opinion of White & Case LLP |
Exhibit 5.1
[White & Case Letterhead]
August 16, 2017
Macquarie Infrastructure Corporation
125 West 55th Street
New York, NY 10019
Re: Registration Statement on Form S-3 (No. 333-210615)
Ladies and Gentlemen:
We have acted as counsel to Macquarie Infrastructure Corporation, a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended, (the “Securities Act”) of the offer and sale from time to time by WDE Epic Aggregate LLC, BWE Epic Holdings I-A, L.P. and BWE Epic Holdings I, L.P. (the “Selling Stockholders”) of up to 1,650,104 shares of the common stock, $0.001 par value per share, of the Company (the “Shares”).
We have participated in the preparation of a prospectus supplement, dated and filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) (the “Prospectus Supplement”) as of the date hereof and included in a Registration Statement on Form S-3 (Registration No. 333-210615) (the “Registration Statement”), which became effective under the Securities Act when filed April 5, 2016.
For the purposes of this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of: (i) the Registration Statement, including the related form of prospectus included therein, and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (ii) the Prospectus Supplement; (iii) the Company’s Certificate of Incorporation and Bylaws, each as amended to date; (iv) the records of corporate proceedings that have occurred prior to the date hereof with respect to the issuance of the Shares to the Selling Stockholders and the registration by the Company of the Shares; and (v) such other proceedings, certificates, documents, instruments and records as we have deemed necessary to enable us to render this opinion, subject to the assumptions, limitations and qualifications stated herein.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, or as retrieved from the Commission’s EDGAR database, and the authenticity of the originals of such latter documents. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the power, corporate or other, to enter into and perform all their obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof. As to any facts material to the opinions expressed herein which were not independently established or verified, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company, the Selling Stockholders and others.
On the basis of such examination and our consideration of those questions of law we considered relevant, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that the Shares have been validly issued and are fully paid and non-assessable.
We are members of the bar of the State of New York. We do not express or purport to express any opinions with respect to laws other than the State of New York and the Delaware General Corporation Law.
We do not undertake to advise you of any changes in our opinion expressed herein resulting from matters that may arise after the date of this letter or that hereinafter may be brought to our attention. We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof, which is incorporated by reference into the Registration Statement and the Prospectus Supplement, and to the reference to our firm appearing under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ WHITE & CASE LLP |
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