Item 5.07. Submission of Matters to a Vote of Security Holders
On September 21, 2021, Macquarie Infrastructure Corporation (the "Company") held
a special meeting of shareholders (the "Special Meeting"). The three proposals
voted upon at the Annual Meeting are described in detail in the Company's Proxy
Statement for the Special Meeting filed with the Securities and Exchange
Commission on August 23, 2021.
The Company's shareholders approved a proposal to approve the Stock Purchase
Agreement, dated as of June 7, 2021 (as it may be amended from time to time, the
"AA Transaction Agreement"), by and among MIC, Macquarie Infrastructure
Holdings, LLC ("MIH"), a Delaware limited liability company and a wholly-owned
subsidiary of MIC, MIC Hawaii Holdings, LLC, solely for purposes of specified
provisions, ("MIC Hawaii"), an indirect, wholly-owned subsidiary of MIC, and KKR
Apple Bidco, LLC ("AA Purchaser"), a Delaware limited liability company
controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR")
providing for the AA Purchaser to acquire all outstanding shares of common stock
of MIC (the "AA Transaction") which, following the previously approved
reorganization (see MIC's Current Report on Form 8-K, filed on May 11, 2021),
will hold MIC's Atlantic Aviation business (the "AA Transaction Proposal").
The Company's shareholders also approved a proposal to approve the Agreement and
Plan of Merger, dated as of June 14, 2021 (as it may be amended from time to
time, the "MH Merger Agreement"), by and among MIC, MIH, AMF Hawaii Holdings,
LLC ("AMF Parent"), a Delaware limited liability company affiliated with Argo
Infrastructure Partners, LP ("Argo") and AMF Hawaii Merger Sub LLC ("AMF Merger
Sub"), a recently formed Delaware limited liability company and direct wholly
owned subsidiary of AMF Parent, providing for AMF Merger Sub to be merged with
and into MIH, with MIH surviving as a wholly-owned subsidiary of AMF Parent (the
"MH Merger"). Following the previously approved reorganization, which will
include a distribution of MIC Hawaii to MIH, and the AA Transaction, MIH will
hold the Company's MIC Hawaii business (the "MH Merger Proposal"). The
completion of the MH Merger is conditioned on, among other things, the
completion of the AA Transaction and receipt of certain regulatory approvals.
The AA Transaction is conditioned upon the prior completion of the
reorganization. MIC expects to complete the reorganization on September 22,
2021, and complete the AA Transaction on September 23, 2021 (subject to the
satisfaction or waiver of all other conditions contained in the AA Transaction
Agreement).
Of the total 87,923,929 shares of common stock outstanding as of the record date
of August 23, 2021 that were entitled to vote, 58,998,203 shares were
represented at the meeting, either in person or by proxy. The proposals are
described in detail in the definitive proxy statement pertaining to the Special
Meeting previously filed with the Securities and Exchange Commission on August
23, 2021.
The matters voted upon and the results of the vote at the Special Meeting of
shareholders were as follows:
Proposal 1 - AA Transaction Proposal: The Company's shareholders voted to
approve the AA Transaction Agreement:
Votes For Votes Against Abstain
58,746,536 112,164 139,503
Proposal 2 - MH Merger Proposal: The Company's shareholders voted to approve the
MH Merger Agreement:
Votes For Votes Against Abstain
58,761,122 99,368 137,713
Proposal 3 - Adjournment Proposal: To adjourn the Special Meeting to a later
date or dates, if necessary or appropriate, to solicit additional proxies if
there are insufficient votes at the time of the Special Meeting to approve the
Merger Proposal:
In connection with the Special Meeting, the Company solicited proxies with
respect to the Adjournment Proposal. Because there were sufficient votes from
Company shareholders to approve the AA Transaction Proposal and the MH Merger
Proposal, adjournment of the Special Meeting was unnecessary and the Adjournment
Proposal was not called.
© Edgar Online, source Glimpses