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
6, 2017
MACQUARIE INFRASTRUCTURE CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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DELAWARE |
001-32384 |
43-2052503 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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125 West 55th Street |
10019 |
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(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
Macquarie Infrastructure Corporation (the “Company”) announced that Christopher Frost has been appointed president and chief operating officer of the Company, which will be effective on or before October 31, 2017, following the transition from his current role. The Company has also announced that James Hooke, chief executive officer of the Company, has been elected to serve as a director of the Company effective September 8, 2017, bringing the total number of directors to seven. Mr. Hooke is not expected to serve on any committees of the board of directors. On September 6, 2017, Mr. Hooke notified the Company that he intends to step down as chief executive officer early in 2018. The Company anticipates appointing Mr. Frost to the position of chief executive officer following Mr. Hooke’s resignation.
Mr. Frost, age 48, has been with Macquarie Group Limited (“Macquarie”) for over 20 years and since April, 2015 has served as both Macquarie Infrastructure and Real Assets’ (“MIRA”) chief commercial officer and its Global Head of Investor Solutions Group. Prior to that, from October, 2010 until April, 2015, Mr. Frost served as MIRA’s Head of Transport and Strategic Projects and led major investments and divestments including complex private sales, public market takeovers, privatizations and co-investments in the infrastructure sector. Mr. Frost has served on the boards of various Macquarie-managed entities including those of several European airports and in July of 2017 was elected the Chairman of the Global Infrastructure Investors Association, a body designed to deliver a program of global advocacy and stakeholder engagement on matters related to infrastructure investing.
Mr. Frost is being seconded to the Company by its manager, Macquarie Infrastructure Management (USA) Inc. (“Manager”), a subsidiary of Macquarie, in accordance with the terms of the Company’s management services agreement with the Manager. Mr. Frost will remain employed as an Executive Director of Macquarie and compensated by Macquarie in accordance with the management services agreement.
Mr. Hooke, age 47, has served as the Chief Executive Officer of the Company since April, 2009. During his tenure, Mr. Hooke as overseen the refinancing of the long-term debt of each of the Company’s operating entities, acquisitions and investments with an aggregate value of more than $4.0 billion and divestments with an aggregate value of approximately $500 million. Mr. Hooke’s breadth of financial and operational experience is expected to allow him to contribute meaningfully to the development of the Company’s strategic direction.
A copy of the press release issued by the Company on September 11, 2017 with respect to these matters is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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| 99.1 | Press Release of Macquarie Infrastructure Corporation dated September 11, 2017. |
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 CORPORATION |
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By: |
/s/ James Hooke |
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Name: James Hooke |
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Title: Chief Executive Officer |
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Dated: |
September 11, 2017 |
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Exhibit 99.1
MIC Announces Executive Management Changes and Succession Plan
NEW YORK--(BUSINESS WIRE)--September 11, 2017--Macquarie Infrastructure Corporation (NYSE:MIC) announced that Christopher Frost, 48, has been appointed president and chief operating officer of the Company effective on or before October 31, 2017. James Hooke, chief executive officer of the Company, is joining the MIC Board of Directors and plans to step down as CEO early in 2018. The Company anticipates appointing Frost to the position of CEO following Hooke’s resignation.
Commenting on Hooke’s achievements, Martin Stanley, chairman of the board of directors of MIC, noted, “James’ strong leadership enabled MIC to navigate some challenging waters, including through the Global Financial Crisis and its aftermath, and to grow MIC both organically and via numerous acquisitions into the vibrant, successful operation it is today. We look forward to his continued contribution to the success of MIC as a member of the board of directors, but accept his desire to move back to Australia with his young family where he will continue to work with Macquarie Infrastructure and Real Assets (MIRA).”
“It has been an honor and a privilege to lead MIC these past nine years and I’m very pleased to continue my involvement with the Company as a director,” said Hooke. “While the decision to step down is never easy, the needs of my extended family and a desire to have my children be closer to them makes returning to Australia the right decision. I’m confident that Christopher and the rest of the MIC team will take what we have developed to this point and use it as the foundation for even greater success in the years ahead.”
Frost has been with Macquarie for over 20 years and has served since 2015 as MIRA’s Chief Commercial Officer. Prior to that, Frost led major investments and divestments, including complex private sales, public market takeovers, privatizations and co-investments involving airports, aviation services, toll roads, ports, ferries and marine services infrastructure.
Among his engagements, Frost led the acquisition of Sydney Airport and advised the Ferrovial-led consortium on their takeover of BAA plc. He also initiated the acquisition by MIRA of The Portland Group, a UK-based boutique strategy consultant, specializing in the commercialization and privatization of airports around the world. Frost has served on the boards of various Macquarie-managed entities including those of several European airports.
“We are pleased to have someone with Christopher’s proven leadership and business development track record heading MIC in the next phase of its growth,” said Stanley. “We anticipate a smooth transition of responsibilities to Christopher from James in early 2018 and continuity with respect to both strategy and operations of the Company.”
“I’m fortunate to be joining the MIC team at a point when the Company is performing strongly and continuing to evaluate exciting growth opportunities,” said Frost. “MIC remains committed to improving operations at its existing businesses and to the deployment of available resources in the development and acquisition of new sources of cash generation. I expect we will continue to pursue the effective strategies which have contributed to MIC’s growth.”
About MIC
MIC owns and operates a diversified group of businesses providing basic services to customers in the United States. Its businesses consist of a bulk liquid terminals business, International-Matex Tank Terminals, an airport services business, Atlantic Aviation, entities comprising an energy services, production and distribution segment, MIC Hawaii, and entities comprising a Contracted Power segment. For additional information, please visit the MIC website at www.macquarie.com/mic. MIC-G
MIC is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of MIC 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 MIC.
CONTACT:
MIC
Investors
Jay A. Davis, 212-231-1825
Investor
Relations
or
Media
Melissa McNamara, 212-231-1667
Corporate
Communications