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| MIC > SEC Filings for MIC > Form 8-K on 14-Aug-2012 | All Recent SEC Filings |
14-Aug-2012
Entry into a Material Definitive Agreement, Financial Statements
On August 8, 2012, (i) The Gas Company, LLC ("TGC"), a wholly-owned indirect subsidiary of Macquarie Infrastructure Company LLC, entered into a 5-year $60.0 million senior secured revolving credit agreement with Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent"), and certain lenders party thereto which will be available to TGC upon receipt of the approval of the Hawaii Public Utility Commission, and (ii) TGC's parent, HGC Holdings LLC ("HGC"), entered into a 5-year $80.0 million senior secured term loan agreement with the Administrative Agent and certain lenders party thereto (the "Term Loan Agreement"). In addition, TGC entered into a note purchase agreement for the issuance of $100.0 million 10-year senior secured notes (the "Notes"). Proceeds of the Notes issuance and the Term Loan Agreement were used to repay HGC's and TGC's outstanding term loans and a drawn capital expenditure facility.
Material terms of the facilities are as follows:
Borrower TGC TGC HGC
Facilities $100.0 million of $60.0 million of $80.0 million of
senior secured notes revolver facility term loan facility
Amortization Payable at maturity
Interest type Fixed Floating Floating
Interest rate Interest rate: 4.22% LIBOR plus 1.50% or LIBOR plus 2.25% or
and fees payable Base Rate: 0.5% Base Rate: 1.25%
semi-annually above the greater of above the greater of
the prime rate or the prime rate or
the federal funds the federal funds
rate plus 0.5% rate plus 0.5%
Commitment fee:
0.225% on the
undrawn portion.
Maturity 10 years from 5 years from closing 5 years from closing
closing date date date
Mandatory [See Prepayment With net proceeds With net proceeds
prepayment offer section below] from the sale of from the sale of
assets in excess of assets in excess of
$5,000,000 that are $5,000,000 that are
not reinvested in not reinvested in
assets used or assets used or
useful in the useful in the
business of TGC and business of HGC and
its subsidiaries; its subsidiaries;
With insurance With insurance
proceeds in excess proceeds in excess
of $10,000,000 that of $10,000,000 that
are not reinvested are not reinvested
in assets used or in assets used or
useful in the useful in the
business of TGC and business of HGC and
its subsidiaries. its subsidiaries.
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Optional repayment Prepayment not less Prepayment without Prepayment without
than $2.5 million in premium or penalty premium or penalty
aggregate principal with minimum with minimum
amount in the case repayment amount of repayment amount of
of a partial $3.0 million and $3.0 million and
prepayment, at 100% increments of $1.0 increments of $1.0
of the principal million with respect million.
amount so prepaid, to base rate loans
plus accrued and and LIBOR rate loans
unpaid interest and $100,000 and
thereon and a increments of
make-whole amount. $100,000 for
swingline loans.
Offer to prepay (i)
in the event of a
change in control
and upon asset
disposition or
insurance events in
the event of a
change in control,
(ii) with net
proceeds from the
sale of assets in
excess of $5,000,000
that are not
reinvested in assets
used or useful in
the business of TGC
and its
subsidiaries, and
(iii) with insurance
proceeds in excess
of $10,000,000 that
are not reinvested
in assets used or
useful in the
business of TGC and
its subsidiaries.
Distributions Distributions Distributions
Distribution covenant permitted if no permitted if no permitted if the
default or event of default or event of following conditions
default. default. are met:
· Leverage ratio (Total
Indebtedness to
Consolidated Capitalization
Ratio) for any fiscal
quarter less than 65.0%;
and
· No default or event of
default.
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Events of default Failure to pay Failure to pay Failure to pay interest, principal, interest, principal interest, principal, or premium, failure or fees, failure to or fees, failure to to comply with comply with comply with covenants, breach of covenants, change in covenants, change in
representations and control, breach of control, breach of
warranties, representations and representations and
insolvency events, warranties, warranties,
ERISA events, insolvency events, insolvency events,
judgments, cross ERISA events, ERISA events,
default to material judgments, cross judgments, cross
contracts. default to material default to material
contracts, contracts,
abandonment. abandonment.
Financial covenants Backward interest Backward interest Backward interest
coverage ratio less coverage ratio less coverage ratio less
than 3.0x; and than 3.0x; and than 3.0x; and
Leverage ratio Leverage ratio Leverage ratio
(Total Indebtedness (Total Indebtedness (Total Indebtedness
to Capitalization to Capitalization to Consolidated
Ratio) for any Ratio) for any Capital Ratio) for
fiscal quarter fiscal quarter any fiscal quarter
greater than 65.0%. greater than 65.0%. greater than 67.5%.
Collateral First lien on all First lien on all First lien on all
assets of TGC and assets of TGC and assets of HGC and
its subsidiaries. its subsidiaries. its subsidiaries.
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(d) Exhibits
99.1 Press release
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