MACQUARIE INFRASTRUCTURE CORPORATION (NYSE:MIC) Files An 8-K Unregistered Sales of Equity Securities

MACQUARIE INFRASTRUCTURE CORPORATION (NYSE:MIC) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities.

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As previously disclosed in the Current Report on Form 8-K filed on August 2, 2017, Macquarie Infrastructure Corporation (the “Company”) agreed to issue $125.0 million of shares of its common stock, par value $0.001 per share (the “Restricted Shares”) to affiliates of White Deer Energy and Blue Water Energy LLP (the “Holders”) as partial consideration in the acquisition by ITT Holdings LLC, a subsidiary of the Company, of Epic Midstream LLC from the Holders (the “Epic Acquisition”). On August 8, 2017, the Company issued 1,650,104 Restricted Shares to the Holders in connection with the closing of the Epic Acquisition. The Restricted Shares were issued in reliance upon an exemption from registration under the federal securities laws provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder.

Also on August 8, 2017, in connection with the issuance of the Restricted Shares, the Company entered into a registration rights agreement with the Holders (the “Registration Rights Agreement”). to the Registration Rights Agreement, until the Restricted Shares are sold or are eligible for resale without limitation under Rule 144 under the Securities Act of 1933, as amended, the Company agreed to register the Restricted Shares for resale with the Securities and Exchange Commission on up to two separate occasions at the Holders’ request. The Holders also received certain “piggyback” registration rights.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description
4.1 Registration Rights Agreement, dated August 8, 2017, by and among Macquarie Infrastructure Corporation, WDE Epic Aggregate LLC, BWE Epic Holdings I-A, L.P. and BWE Epic Holdings I, L.P.

Macquarie Infrastructure Corp Exhibit
EX-4.1 2 v473007_ex4-1.htm EXHIBIT 4.1    Exhibit 4.1       Registration Rights Agreement     among     MACQUARIE INFRASTRUCTURE CORPORATION     and     WDE Epic Aggregate LLC     and     BWE Epic Holdings I-A,…
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Macquarie Infrastructure Corporation owns, operates and invests in a diversified group of infrastructure 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, a gas processing and distribution business, Hawaii Gas, and entities comprising a Contracted Power and Energy segment. MIC is managed by a wholly-owned subsidiary of the Macquarie Group.

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