UNITED STATES
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 21, 2020
 
MACQUARIE INFRASTRUCTURE CORPORATION
(Exact name of Registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
001-32384
Commission File Number
43-2052503
(I.R.S. Employer Identification Number)
 
125 West 55th Street,
New York, New York
(Address of principal executive offices)
10019
(Zip code)
 
(212) 231-1000
(Registrant’s telephone number, including area code)
 
N.A.
(Former name or former address, if changes 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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

   Title of each class  
     Trading Symbol(s)  
 
Name of each exchange on
            which registered           
Common Stock, par value $0.001 per share
   MIC
   New York Stock Exchange

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; Compensatory Arrangements of Certain Officers.

Macquarie Infrastructure Corporation (the “Company”) has announced that Nick O’Neil has been seconded by its manager, Macquarie Infrastructure Management (USA) Inc. (“MIMUSA”), to serve as chief financial officer of the Company. The board of directors of the Company has approved the secondment and elected Mr. O’Neil chief financial officer effective September 1, 2020. Mr. O’Neil will succeed Liam Stewart, who is resigning his position as chief financial officer of the Company effective as of the same date.

Mr. O’Neil, age 41, has been employed by Macquarie since 2007 and began working with the Company in April 2018 and has served as a member of the operating committees for the Company’s Atlantic Aviation, IMTT and MIC Global Services businesses during that time. In addition, he has worked closely with other members of MIC’s senior leadership team on various projects including development of the Company’s strategy for sales of MIC or its operating businesses. From 2016 through April 2018, Mr. O’Neil served as senior managing director for Macquarie and head of its real estate business in the Americas. In 2015 and 2016, Mr. O’Neil was head of Macquarie’s infrastructure and real assets operations in Brazil and in 2009 through 2014 he served in a similar role in Mexico.

Mr. O’Neil is being seconded to the Company by MIMUSA in accordance with the terms of the Company’s management services agreement with MIMUSA and is compensated by Macquarie in accordance with such agreement.

A copy of the press release issued by the Company on August 21, 2020 with respect to this appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Dated: August 21, 2020  
     
 
MACQUARIE INFRASTRUCTURE
 
 
CORPORATION
 
 
 
 
 
  
 
 
By:
/s/ Christopher Frost
 
 
 
Name: Christopher Frost
 
 
 
Title:   Chief Executive Officer
 
 
 
 
 

Exhibit 99.1

Macquarie Infrastructure Corporation Appoints Nick O’Neil as Chief Financial Officer

NEW YORK--(BUSINESS WIRE)--August 21, 2020--Macquarie Infrastructure Corporation (NYSE:MIC) today announced that Nick O’Neil has been seconded by the Company's manager, Macquarie Infrastructure Management (USA), to serve as chief financial officer of MIC effective September 1, 2020. The MIC board of directors has simultaneously approved the secondment and elected O’Neil chief financial officer.

O’Neil succeeds Liam Stewart who has served as chief financial officer of MIC since June 2015. Stewart is leaving MIC to pursue opportunities in the digital infrastructure arena.

O’Neil joined Macquarie in 2007 and serves as a senior managing director. He has been a member of MIC’s senior leadership team since April 2018, reporting to Christopher Frost, chief executive officer of MIC. During the past two and half years he has served as a member of the operating committees of MIC's Atlantic Aviation and International-Matex Tank Terminals businesses working closely with both Frost and Stewart. In addition, he has played a significant role in various holding company level projects including MIC’s decision to pursue strategic alternatives. Prior to his work with MIC, O’Neil was responsible for Macquarie’s real estate business in the Americas as well as its infrastructure investment platforms in Brazil and Mexico.

Before joining Macquarie, O’Neil was employed by KPMG Australia where he advised clients on all aspects of corporate tax. He holds Bachelor of Arts and Bachelor of Laws degrees from Bond University.

"We are pleased that Nick has been appointed chief financial officer of MIC," said Frost. "His background and knowledge of the Company, as well as his capital markets and transaction experience will be especially valuable to MIC as we continue to pursue a sale or sales of the Company or its operating businesses."

"On behalf of the MIC board of directors, I would like to thank Liam for his efforts over the past five years and wish him well in the future," said Frost. "We have strong and experienced finance and accounting teams in place at both the MIC level and at our operating businesses and I am confident that the transition to new leadership will be smooth."

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, and entities comprising an energy services, production and distribution segment, MIC Hawaii. For additional information, please visit the MIC website at www.macquarie.com/mic.

Contacts

Investor Enquiries
Jay Davis
Head of Investor Relations
+1 (212) 231 1825
jay.davis@macquarie.com

Media Enquiries
Lee Lubarsky
Corporate Communications
+1 (212) 231 2638
lee.lubarsky@maccquarie.com

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