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Delaware
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43-2052503
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging Growth Company
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Martin Stanley
Chairman of the Board of Directors |
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Norman H. Brown, Jr.
Lead Independent Director |
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Date
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Common Stock
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Common Units
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[•], 2021
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[•], 2021
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Subject
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MIC Corp.
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Holdings LLC
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Authorized Capital
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MIC Corp. is authorized to issue a total of 600,000,100 shares of stock consisting of:
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500,000,000 shares of common stock, par value $0.001 per share;
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100 shares of special stock, par value $0.001 per share; and
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100,000,000 shares of preferred stock, par value $0.001 per share, in one or more series.
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Holdings LLC is authorized to issue a total of 600,000,100 units consisting of:
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500,000,000 common units;
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100 special units; and
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100,000,000 preferred units in one or more series.
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Voting Rights
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| | The certificate of incorporation provides that each share of common stock is entitled to one vote on each matter submitted to a vote of the holders of common stock at a meeting of shareholders. See “Election of Directors” below for the voting rights of shares of special stock. | | | The LLC Agreement provides that the holder of each common unit has one vote per unit on each matter submitted to a vote of the holders of common units at a meeting of unitholders. See “Election of Directors” below for the voting rights of special units. | |
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Quorum for Shareholder Meetings
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| | The bylaws provide that, except as otherwise provided by law, the certificate of incorporation, the bylaws, or the rules of any applicable stock exchange, the holders of a majority of the voting power of the stock issued and outstanding and entitled to vote, present in person or by proxy, will constitute a quorum at a meeting of shareholders, except that when a separate vote by a class or series or classes or series is required, a majority of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, will constitute a quorum entitled to take action with respect to that vote on that matter. | | | The LLC Agreement provides that, except as otherwise provided by the LLC Agreement or the rules of any applicable stock exchange, the unitholders present in person or by proxy holding a majority of the outstanding units entitled to vote will constitute a quorum at a meeting of unitholders, except that when a separate vote by a class or series or classes or series is required, a majority of the voting power of the issued and outstanding units of such class or series or classes or series, present in person or represented by proxy, will constitute a quorum entitled to take action with respect to that vote on that matter. | |
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Subject
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MIC Corp.
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Holdings LLC
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Number of Directors
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| | The certificate of incorporation and the bylaws provide that the number of directors that constitute the entire board will be fixed from time to time exclusively pursuant to a resolution adopted by the board of directors, but will consist of not less than four (4) nor more than twelve (12) directors. The board of directors of MIC Corp. currently consists of eight directors. | | | The LLC Agreement provides that the number of directors will be fixed from time to time exclusively pursuant to a resolution adopted by the board of directors of Holdings LLC, but will consist of not less than four (4) nor more than twelve 12 directors. The board of directors of Holdings LLC upon consummation of the merger consists of eight directors. | |
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Classification of Board of Directors
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| | MIC Corp. has one class of directors and the certificate of incorporation does not provide for a classified board of directors. The term of each director is the period from the effective date of his or her election to the next annual meeting of shareholders until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal. | | | Holdings LLC has one class of directors and the LLC Agreement does not provide for a classified board of directors of Holdings LLC. The term of each director is the period from the effective date of his or her election to the next annual meeting of the unitholders until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal. | |
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Election of Directors
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| | The bylaws provide that directors (other than the director elected by holders of special stock) will be elected by a majority of votes cast unless the election is contested, in which case directors shall be elected by plurality of the votes cast at any meeting of shareholders duly called and held for the election of directors at which a quorum is present. An election shall be contested if, as of the date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented), the number of nominees exceeds the number of directors elected. | | | The LLC Agreement provides that directors (other than the director elected by holders of special units) will be elected by a majority of votes cast unless the election is contested, in which case directors shall be elected by plurality of the votes cast at any meeting of unitholders duly called and held for the election of directors at which a quorum is present. An election shall be contested if, as of the date that is fourteen (14) days in advance of the date Holdings LLC files its definitive proxy statement (regardless of whether or not thereafter revised or supplemented), the number of nominees exceeds the number of directors elected. | |
| | | | The bylaws further provide that except with respect to the director to be elected by the holders of special stock, voting or consenting separately as a class, in accordance with the provisions of the certificate of incorporation, the directors will be elected by the holders of common stock at the annual meeting of shareholders. | | | The LLC Agreement further provides that except with respect to the director to be elected by the holders of special units, voting or consenting separately as a class, in accordance with the provisions of the LLC Agreement, the directors will be elected by the holders of common units at the annual meeting of unitholders. | |
| | | | The bylaws further provide that the board of directors shall nominate for election or re-election as a director only candidates who agree to tender, promptly following the annual meeting | | | The LLC Agreement further provides that the board of directors shall nominate for election or re-election as a director only candidates who agree to tender, promptly following the annual | |
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Subject
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MIC Corp.
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Holdings LLC
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| | | | at which they are elected or re-elected as a director, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which they face re-election and (ii) board acceptance of such resignation. | | | meeting at which they are elected or re-elected as a director, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which they face re-election and (ii) board acceptance of such resignation. | |
| | | | The bylaws further provide that if a director in an uncontested election does not receive a majority of votes cast for his or her election, the Nominating and Governance Committee shall promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the board the action be taken with respect to such director’s tendered resignation. The board will determine whether to accept or reject such resignation, or what other actions should be taken, within 90 days from the date of election results. | | | The LLC Agreement further provides that if a director in an uncontested election does not receive a majority of votes cast for his or her election, the Nominating and Governance Committee shall promptly assess the appropriateness of such nominee continuing to serve as a director and recommend to the board the action be taken with respect to such director’s tendered resignation. The board will determine whether to accept or reject such resignation, or what other actions should be taken, within 90 days from the date of election results. | |
| | | | The certificate of incorporation provides that, at any time when the management services agreement is in effect and the manager or any “manager affiliate” (as defined in the management services agreement) holds at least 200,000 shares of common stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), (i) the holders of special stock, voting or consenting separately as a class, will be entitled to elect one director, and (ii) the holders of common stock, voting separately as a class, will be entitled to elect the remaining directors. | | | The LLC Agreement provides that, at any time when the management services agreement is in effect and the manager or any “manager affiliate” (as defined in the management services agreement) holds at least 200,000 common units (as adjusted to reflect any subsequent equity splits or similar recapitalizations), (i) the holders of special units, voting or consenting separately as a class, will be entitled to elect one director, and (ii) the holders of common units, voting separately as a class, will be entitled to elect the remaining directors. | |
| | | | At any time when the management services agreement is not in effect or neither the manager nor any “manager affiliate” holds at least 200,000 shares of common stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), the holders of common stock will be entitled to elect all of the directors to be elected. | | | At any time when the management services agreement is not in effect or neither the manager nor any “manager affiliate” holds at least 200,000 common units (as adjusted to reflect any subsequent equity splits or similar recapitalizations), the holders of common units will be entitled to elect all of the directors to be elected. | |
| | | | The bylaws provide that for so long as the holders of special stock, voting or consenting separately as a class, are entitled to elect a director of the board of directors pursuant to the provisions of the certificate of incorporation, such director will serve as the chairman of the | | | The LLC Agreement provides that for so long as the holders of special units, voting or consenting separately as a class, are entitled to elect a director of the board of directors pursuant to the provisions of the LLC Agreement, such director will serve as the chairman of the | |
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Subject
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MIC Corp.
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Holdings LLC
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| | | | board of directors. In all other cases, the board of directors will appoint a chairman of the board of directors from its members. | | | board of directors. In all other cases, the board of directors will appoint a chairman of the board of directors from its members. | |
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Cumulative Voting
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| | The certificate of incorporation does not provide for cumulative voting and, accordingly, shareholders do not have cumulative voting rights in connection with the election of directors. | | | The LLC Agreement does not provide for cumulative voting and, accordingly, unitholders do not have cumulative voting rights in connection with the election of directors. | |
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Removal of Directors
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| | Subject to the bylaws (and rights provided to holders of preferred stock), directors may be removed from office as follows: (1) any director may be removed for cause, by the affirmative vote of the holders of at least 66 2/3% of the voting power of the issued and outstanding shares of common stock and special stock (and any series of preferred stock then entitled to vote at an election of directors), voting together as a single class; (2) any director elected by the holders of special stock, voting or consenting separately as a class, may be removed without cause, by the affirmative vote or written consent of the holders of at 66 2/3% of the voting power of the issued and outstanding shares of special stock, voting or consenting separately as a class; and (3) any director elected by the holders of common stock, voting separately as a class, may be removed from office without cause, by the affirmative vote of at least 66 2/3% of the voting power of the issued and outstanding shares of common stock, voting separately as a class. | | | Subject to the LLC Agreement (and rights provided to holders of preferred units), directors may be removed from office as follows: (1) any director may be removed for cause, by the affirmative vote of the holders of at least 66 2/3% of the voting power of the issued and outstanding common units and special units (and any series of preferred units then entitled to vote at an election of directors), voting together as a single class; (2) any director elected by the holders of special units, voting or consenting separately as a class, may be removed without cause, by the affirmative vote or written consent of the holders of at 66 2/3% of the voting power of the issued and outstanding special units, voting or consenting separately as a class; and (3) any director elected by the holders of common units, voting separately as a class, may be removed from office without cause, by the affirmative vote of at least 66 2/3% of the voting power of the issued and outstanding common units, voting separately as a class. | |
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Vacancies on the Board of Directors
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The bylaws provide that the board of directors shall fill director vacancies and new directorships only with candidates who have agreed to tender, promptly following their appointment to the board, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which they face re-election and (ii) board acceptance of such resignation.
Subject to the bylaws, the certificate of incorporation provides that vacancies and newly created directorships resulting from any increase in the authorized
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The LLC Agreement provides that the board of directors shall fill director vacancies and new directorships only with candidates who have agreed to tender, promptly following their appointment to the board, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next meeting at which they face re-election and (ii) board acceptance of such resignation.
The LLC Agreement further provides that vacancies and newly created directorships resulting from any increase in the authorized number of directors
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Subject
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MIC Corp.
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Holdings LLC
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| | | | number of directors may be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. Any director so chosen will hold office until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal. | | | may be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director. Any director so chosen will hold office until the next annual meeting of unitholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal. | |
| | | | The certificate of incorporation provides that at any time when the management services agreement is in effect and the manager or any “manager affiliate” holds at least 200,000 shares of common stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), any vacancy in the board of directors of a director elected by the holders of special stock, voting or consenting separately as a class, will be filled only by a vote or written consent of the holders of special stock, voting or consenting separately as a class. At any time when the management services agreement is not in effect or the manager or any “manager affiliate” no longer holds at least 200,000 shares of common stock (as adjusted to reflect any subsequent equity splits or similar recapitalizations), such vacancy will be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director, or if there are none, by a vote of the holders of common stock. Any vacancy of a director elected by the holders of common stock will be filled only by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director, or if there are none, by a vote of the holders of common stock. | | | The LLC Agreement provides that at any time when the management services agreement is in effect and the manager or any “manager affiliate” holds at least 200,000 common units (as adjusted to reflect any subsequent equity splits or similar recapitalizations), any vacancy in the board of directors of a director elected by the holders of special units, voting or consenting separately as a class, will be filled only by a vote or written consent of the holders of special units, voting or consenting separately as a class. At any time when the management services agreement is not in effect or the manager or any “manager affiliate” no longer holds at least 200,000 common units (as adjusted to reflect any subsequent equity splits or similar recapitalizations), such vacancy will be filled by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director, or if there are none, by a vote of the holders of common units. Any vacancy of a director elected by the holders of common units will be filled only by a majority vote of the directors then in office, although less than a quorum, or by a sole remaining director, or if there are none, by a vote of the holders of common units. | |
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Director Nominations by Shareholders
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| | The bylaws provide that a shareholder must give timely notice in writing to the secretary of MIC Corp. for the nomination of a director before any meeting of shareholders. Such nomination may be made by a shareholder only if such shareholder is a shareholder of record at the time of delivery the nomination or the date of the giving of notice and at the record | | | The LLC Agreement provides that a unitholder must give timely notice in writing to the secretary of Holdings LLC for the nomination of a director before any meeting of unitholders. Such nomination may be made by a unitholder only if such unitholder is a unitholder of record at the time of delivery of the nomination or the date of the giving of notice and at the record | |
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Subject
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MIC Corp.
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Holdings LLC
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date for the determination of shareholders entitled to vote at such meeting.
With respect to director nominations at an annual meeting of shareholders, a shareholder’s notice must be delivered to the secretary of MIC Corp. at its principal executive offices not less than 120 days and not later than 150 days prior to the first anniversary of the preceding year’s annual meeting.
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date for the determination of unitholders entitled to vote at such meeting.
With respect to director nominations at an annual meeting of unitholders, a unitholder’s notice must be delivered to the secretary of Holdings LLC at its principal executive offices not less than 120 days and not later than 150 days prior to the first anniversary of the preceding year’s annual meeting.
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| | | | With respect to director nominations at a special meeting of shareholders, a shareholder’s notice must be delivered to the secretary of MIC Corp. not earlier than 120 days prior to such special meeting and not later than 90 days prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. | | | With respect to director nominations at a special meeting of unitholders, a unitholder’s notice must be delivered to the secretary of Holdings LLC not earlier than 120 days prior to such special meeting and not later than 90 days prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors of Holdings LLC to be elected at such meeting. | |
| | | | For nominations to be properly brought before any meeting of shareholders, a notice must set forth (i) as to each individual whom the shareholder proposes to nominate for election or reelection as a director and each proposed nominee associated person (a) the name, age, business address and residence address of such person; (b) the principal occupation or employment of such person; (c) the class and number of shares of capital stock of MIC Corp. which are owned of record and beneficially owned by such person; (d) a statement whether each such proposed nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or re-election at the next meeting at which such person would face election or re-election, an irrevocable resignation effective upon acceptance of such resignation by the board of directors in accordance with the bylaws; (e) a description of all arrangements or understandings between such shareholder and each such person pursuant to which the nomination or | | | For nominations to be properly brought before any meeting of unitholders, a notice must set forth (i) as to each individual whom the unitholder proposes to nominate for election or reelection as a director and each proposed nominee associated person (a) the name, age, business address and residence address of such person; (b) the principal occupation or employment of such person; (c) the class and number of common units of Holdings LLC which are owned of record and beneficially owned by such person; (d) a statement whether each such proposed nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or re-election at the next meeting at which such person would face election or re-election, an irrevocable resignation effective upon acceptance of such resignation by the board of directors in accordance with the LLC Agreement; (e) a description of all arrangements or understandings between such unitholder and each such person pursuant to which the nomination or nominations are to be | |
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Subject
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MIC Corp.
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Holdings LLC
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| | | | nominations are to be made by the shareholder; and (f) any other information relating to such person that is required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitations of proxies for elections of directors, or is otherwise required, and (ii) as to such shareholder giving notice and each shareholder associated person, (a) the name and address, as they appear on MIC Corp.’s books, of each such person and of any holder of record of the shareholder’s shares, (b) the class and number of shares of common stock of MIC Corp. which are held of record or beneficially owned by each such person and owned by any holder of record of each such person’s shares, as of the date of such shareholder’s notice, and a representation that such shareholder will notify MIC Corp. in writing of the class and number of such shares held of record or beneficially owned by each such person as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (c) any material interest of each such person in such business, (d) a description of any agreement, arrangement or understanding with respect to such business between or among each such person, and a representation that such shareholder will notify MIC Corp. in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a description of any agreement, arrangement or understanding that has been entered into as of the date of such shareholder’s notice by, or on behalf of, each such person, the effect or intent of which is to mitigate loss to, manage risk or benefit from share price changes for, or increase or decrease the voting power of each such person with respect to shares of common stock of MIC Corp., and a | | | made by the unitholder; and (f) any other information relating to such person that is required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitations of proxies for elections of directors, or is otherwise required, and (ii) as to such unitholder giving notice and each unitholder associated person, (a) the name and address, as they appear on Holdings LLC’s books, of each such person and of any holder of record of the unitholder’s units, (b) the class and number of common units of Holdings LLC which are held of record or beneficially owned by each such person and owned by any holder of record of each such person’s units, as of the date of such unitholder’s notice, and a representation that such unitholder will notify Holdings LLC in writing of the class and number of such units held of record or beneficially owned by each such person as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (c) any material interest of each such person in such business, (d) a description of any agreement, arrangement or understanding with respect to such business between or among each such person, and a representation that such unitholder will notify Holdings LLC in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a description of any agreement, arrangement or understanding that has been entered into as of the date of such unitholder’s notice by, or on behalf of, each such person, the effect or intent of which is to mitigate loss to, manage risk or benefit from unit price changes for, or increase or decrease the voting power of each such person with respect to common units of Holdings LLC, and a representation that such unitholder will notify Holdings | |
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Subject
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MIC Corp.
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Holdings LLC
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| | | | representation that such shareholder will notify MIC Corp. in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (f) a representation that such shareholder is a holder of record or beneficial owner of shares of common stock of MIC Corp. entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business, (g) whether any such person, alone or as part of a group, intends to deliver a proxy statement and/or form of proxy or to otherwise solicit or participate in the solicitation of proxies in favor of such proposal, and (h) any other information that is required to be provided by each such person pursuant to the Exchange Act and the rules and regulations promulgated thereunder. | | | LLC in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (f) a representation that such unitholder is a holder of record or beneficial owner of common units of Holdings LLC entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business, (g) whether any such person, alone or as part of a group, intends to deliver a proxy statement and/or form of proxy or to otherwise solicit or participate in the solicitation of proxies in favor of such proposal, and (h) any other information that is required to be provided by each such person pursuant to the Exchange Act and the rules and regulations promulgated thereunder. | |
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Shareholder Proposals
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The bylaws provide that a shareholder must give timely notice in writing to the secretary of MIC Corp. of a proposal of business to be considered before any annual meeting of shareholders. Such proposal may be made by a shareholder only if such shareholder is a shareholder of record at the time of delivery of a director nomination or the date of the giving of notice and at the record date for the determination of shareholders entitled to vote at such annual meeting.
To be timely, a shareholder’s notice must be delivered to the secretary of MIC Corp. at its principal executive offices not less than 120 days and not earlier than 150 days prior to the first anniversary of the preceding year’s annual meeting.
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The LLC Agreement provides that a unitholder must give timely notice in writing to the secretary of Holdings LLC of a proposal of business to be considered before any annual meeting of unitholders. Such proposal may be made by a unitholder only if such unitholder is a unitholder of record at the time of delivery of a director nomination or the date of the giving of notice and at the record date for the determination of unitholders entitled to vote at such annual meeting.
To be timely, a unitholder’s notice must be delivered to the secretary of Holdings LLC at its principal executive offices not less than 120 days and not earlier than 150 days prior to the first anniversary of the preceding year’s annual meeting.
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| | | | Notice as to any business other than director nominations must set forth (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (ii) as to such shareholder giving notice and each shareholder associated person, | | | Notice as to any business other than director nominations must set forth (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (ii) as to such unitholder giving notice and each unitholder associated person, | |
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Subject
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MIC Corp.
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Holdings LLC
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| | | | (a) the name and address, as they appear on MIC Corp.’s books, of each such person and of any holder of record of the shareholder’s shares, (b) the class and number of shares of MIC Corp. which are held of record or beneficially owned by each such person and owned by any holder of record of each such person’s shares, as of the date of such shareholder’s notice, and a representation that such shareholder will notify MIC Corp. in writing of the class and number of such shares held of record or beneficially owned by each such person as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (c) any material interest of each such person in such business, (d) a description of any agreement, arrangement or understanding with respect to such business between or among each such person, and a representation that such shareholder will notify MIC Corp. in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a description of any agreement, arrangement or understanding that has been entered into as of the date of such shareholder’s notice by, or on behalf of, each such person, the effect or intent of which is to mitigate loss to, manage risk or benefit from share price changes for, or increase or decrease the voting power of each such person with respect to shares of stock of MIC Corp., and a representation that such shareholder will notify MIC Corp. in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (f) a representation that such shareholder is a holder of record or | | | (a) the name and address, as they appear on Holdings LLC’s books, of each such person and of any holder of record of the unitholder’s units, (b) the class and number of Holdings LLC units which are held of record or beneficially owned by each such person and owned by any holder of record of each such person’s units, as of the date of such unitholder’s notice, and a representation that such unitholder will notify Holdings LLC in writing of the class and number of such units held of record or beneficially owned by each such person as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (c) any material interest of each such person in such business, (d) a description of any agreement, arrangement or understanding with respect to such business between or among each such person, and a representation that such unitholder will notify Holdings LLC in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (e) a description of any agreement, arrangement or understanding that has been entered into as of the date of such unitholder’s notice by, or on behalf of, each such person, the effect or intent of which is to mitigate loss to, manage risk or benefit from unit price changes for, or increase or decrease the voting power of each such person with respect to units of Holdings LLC, and a representation that such unitholder will notify Holdings LLC. in writing of any such agreement, arrangement or understanding in effect as of the record date for the meeting not later than five business days following the later of the record date or the date notice of the record date is first publicly disclosed, (f) a representation that such unitholder is a holder of record or beneficial owner of units of Holdings LLC entitled to vote at the annual | |
|
Subject
|
| |
MIC Corp.
|
| |
Holdings LLC
|
|
| | | | beneficial owner of shares of the Corporation entitled to vote at the annual meeting and intends to appear in person or by proxy at the meeting to propose such business, (g) whether any such person, alone or as part of a group, intends to deliver a proxy statement and/or form of proxy or to otherwise solicit or participate in the solicitation of proxies in favor of such proposal, and (h) any other information that is required to be provided by each such person pursuant to the Exchange Act and the rules and regulations promulgated thereunder. | | | meeting and intends to appear in person or by proxy at the meeting to propose such business, (g) whether any such person, alone or as part of a group, intends to deliver a proxy statement and/or form of proxy or to otherwise solicit or participate in the solicitation of proxies in favor of such proposal, and (h) any other information that is required to be provided by each such person pursuant to the Exchange Act and the rules and regulations promulgated thereunder. | |
|
Special Meetings of Shareholders
|
| | The bylaws provide that special meetings of the shareholders will be held on such date and at such time and place (if any) as designated by the board of directors and stated in the notice of the meeting. Special meetings of the shareholders may be called at any time only by the secretary, either at the direction of the board of directors pursuant to a resolution adopted by the board of directors or by the chairman of the board of directors. | | | The LLC Agreement provides that special meetings of the unitholders may be held on such date and at such time and place (if any) as designated by the board of directors of Holdings LLC and stated in the notice of the meeting. Special meetings of the unitholders may be called at any time only by the secretary, either at the direction of the board of directors pursuant to a resolution adopted by the board of directors or by the chairman of the board of directors of Holdings LLC. | |
|
Notice of Meetings of Shareholders
|
| | The bylaws provide that written notice will be given to each shareholder of record not less than 20 nor more than 60 days prior to the date of the meeting, stating the date, time, place, the means of remote communication, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting, and, in the case of special meetings, the purpose(s) for which the meeting is called. | | | The LLC Agreement provides that written notice will be given to each unitholder of record not less than 20 nor more than 60 days prior to the date of the meeting, stating the date, time, place, the means of remote communication, if any, by which unitholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the unitholders entitled to vote at the meeting, if such date is different from the record date for determining unitholders entitled to notice of the meeting, and, in the case of special meetings, the purpose(s) for which the meeting is called. | |
|
Proxies
|
| | The bylaws provide that a shareholder entitled to vote may vote in person or by proxy, but no such proxy may be voted or acted upon after three years from its date, unless the proxy provides for a longer period. | | | The LLC Agreement provides that a unitholder entitled to vote may vote in person or by proxy, but no such proxy may be voted or acted upon after three years from its date, unless the proxy provides for a longer period. | |
|
Subject
|
| |
MIC Corp.
|
| |
Holdings LLC
|
|
|
Shareholder Action by Written Consent
|
| | The certificate of incorporation and bylaws provide that, except for actions taken by written consent by the holders of any series of preferred stock, holders of special stock consenting separately as a class or as otherwise expressly provided by the terms of any class of stock permitting the holders of such series to act by written consent, the shareholders will take any action required or permitted only at a meeting of shareholders duly called and noticed, and no action will be taken by the shareholders by written consent. | | | The LLC Agreement provides that, except for actions taken by written consent by the holders of any series of preferred units, holders of special units consenting separately as a class or as otherwise expressly provided by the terms of any class of units permitting the holders of such series to act by written consent, the unitholders will take any action required or permitted only at a meeting of unitholders duly called and noticed, and no action will be taken by the unitholders by written consent. | |
|
Liquidation Rights
|
| | The certificate of incorporation provides that in the event of any liquidation, dissolution or winding up of the affairs of MIC Corp., whether voluntary or involuntary, subject to the rights of holders of any series of preferred stock, holders of common stock will be entitled to share equally, on a per share basis, in all assets of MIC Corp. of whatever kind available for distribution to the holders of common stock. Holders of special stock will not be entitled to share in any distribution of assets in the event of any liquidation, dissolution or winding up of the affairs of MIC Corp., whether voluntary or involuntary. | | | The LLC Agreement provides that the order of distribution following the dissolution of Holdings LLC will proceed as follows: (i) first, to the satisfaction of all of Holdings LLC’s debts and other liabilities (whether by payment thereof or the making of reasonable provision for the payment thereof); (ii) second, to unitholders and former unitholders in satisfaction for liabilities for prior distributions; and (iii) third, to unitholders in accordance with their capital accounts, including all contributions, distributions and allocations, or percentage interest, based upon the time of dissolution. Unitholders may only look solely to the property of Holdings LLC for the return of their capital contribution and have no right or power to demand or receive property other than cash from Holdings LLC. Holders of special units will not be entitled to share in any distribution of assets in the event of the dissolution and winding up of the affairs of Holdings LLC, whether voluntary or involuntary. | |
|
Limitation of Personal Liability of Directors
|
| | The certificate of incorporation provides that a director is not personally liable to MIC Corp. or its shareholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the DGCL. | | | The LLC Agreement provides that a director is not personally liable to Holdings LLC or its unitholders for monetary damages for breach of fiduciary duty as a director, except that a director will be liable to the same extent as if such director were a director of a Delaware corporation pursuant to the DGCL for liabilities (i) for breach of the director’s duty of loyalty to Holdings LLC or its unitholders, (ii) for acts or omissions not in good faith or a knowing violation of applicable law or | |
|
Subject
|
| |
MIC Corp.
|
| |
Holdings LLC
|
|
| | | | | | | (iii) for any transaction for which the director derived an improper benefit. | |
|
Indemnification and Advancement
|
| |
The certificate of incorporation and bylaws provide that MIC Corp. will indemnify, to the fullest extent permitted by the DGCL, (i) each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action by reason of the fact that such person is or was a director, officer, employee or agent of MIC Corp., or is or was a director or officer of MIC Corp. serving at the request of MIC Corp. as a director, officer, employee or agent of another enterprise or (ii) each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of MIC Corp. to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of MIC Corp., or is or was a director or officer of MIC Corp. serving at the request of MIC Corp. as a director, officer, employee or agent of another enterprise. With respect to an action by or in the right of MIC Corp., MIC Corp. will not indemnify a director, officer, employee or agent if he or she is found liable to MIC Corp. unless the Court of Chancery of the State of Delaware or the court in which such action was brought determines otherwise.
MIC Corp. will not indemnify an officer, director, employee or agent when the proceeding relates to: (i) payments actually made to or on behalf of such person under a statute, insurance policy, indemnity provision, or vote; (ii) an accounting or disgorgement under the Exchange Act or similarly applicable law; (iii) reimbursement of MIC Corp. for a bonus, compensation, or other profits realized from the sale of MIC Corp.’s securities under the Exchange Act; (iv) initiation of an action including those against MIC Corp. or its directors, unless authorized by the board of directors, provided for in MIC Corp.’s sole discretion, or otherwise required under the bylaws for actions seeking
|
| |
The LLC Agreement provides that Holdings LLC will indemnify, to the fullest extent permitted by the DGCL as if Holdings LLC was a Delaware corporation, (i) each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action by reason of the fact that such person is or was a director, officer, employee or agent of Holdings LLC, or is or was a director or officer of Holdings LLC serving at the request of Holdings LLC as a director, officer, employee or agent of another enterprise or (ii) each person who was or is made a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of Holdings LLC to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of Holdings LLC, or is or was a director or officer of Holdings LLC serving at the request of Holdings LLC as a director, officer, employee or agent of another enterprise. With respect to an action by or in the right of Holdings LLC, Holdings LLC will not indemnify a director, officer, employee or agent if he or she is found liable to Holdings LLC unless the Court of Chancery of the State of Delaware or the court in which such action was brought determines otherwise.
Holdings LLC will not indemnify an officer, director, employee or agent when the proceeding relates to: (i) payments actually made to or on behalf of such person under a statute, insurance policy, indemnity provision, or vote; (ii) an accounting or disgorgement under the Exchange Act or similarly applicable law; (iii) reimbursement of Holdings LLC for a bonus, compensation, or other profits realized from the sale of Holdings LLC’s securities under the Exchange Act; (iv) initiation of an action including those against Holdings LLC or its directors, unless authorized by the board of directors, provided for in
|
|
|
Subject
|
| |
MIC Corp.
|
| |
Holdings LLC
|
|
| | | | enforcement of indemnification and advancement rights or applicable law; or (v) prohibition of payment under applicable law. | | | Holdings LLC’s sole discretion, or otherwise required under the LLC Agreement for actions seeking enforcement of indemnification and advancement rights or applicable law; or (v) prohibition of payment under applicable law. | |
| | | | The bylaws also provide that expenses incurred by officers and directors in defending proceedings will be paid by MIC Corp. in advance of final disposition of such proceedings upon receipt of an undertaking by such person to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified. | | | The LLC Agreement provides that expenses incurred by officers and directors in defending proceedings will be paid by MIC Corp. in advance of final disposition of such proceedings upon receipt of an undertaking by such person to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified. | |
|
Amendments to Governing Documents
|
| |
The certificate of incorporation provide that the board of directors may amend the terms of the bylaws by resolution adopted by the affirmative vote of a majority of the total number of directors in office, except that certain specified sections may not be amended without the affirmative vote of a majority of the shares present in person or represented by proxy at a meeting of shareholders. The certificate of incorporation provides that the consent of the holders of special stock will be required for MIC Corp. to (i) authorize or issue shares of special stock; (ii) amend the certificate of incorporation or bylaws in a manner that would adversely affect the rights of holders of special stock; or (iii) issue shares of preferred stock.
The DGCL provides that the certificate of incorporation of a corporation may be amended by an affirmative vote of a majority of the directors and the affirmative vote of a majority of the outstanding stock entitled to vote thereon, unless the certificate of incorporation requires the vote of a greater number or proportion. The certificate of incorporation provides that the prior affirmative vote or written consent of the holders of a majority of the outstanding shares of special stock, voting or consenting separately as a class, will be required for MIC Corp. to amend any provision of the certificate of incorporation or the bylaws in a manner
|
| |
The LLC Agreement provides that the board of directors of Holdings LLC may amend the terms of the LLC Agreement by resolution adopted by the affirmative vote of a majority of the total number of directors then in office, except that certain specified sections may not be amended without the affirmative vote of a majority of the units present in person or represented by proxy at a meeting of Holdings LLC unitholders. The consent of the holders of special units will be required for
Holdings LLC to (i) authorize or issue special units; (ii) amend the LLC Agreement in a manner that would adversely affect the rights of holders of special units; or (iii) issue preferred units.
The LLC Agreement provides that the prior affirmative vote or written consent of the holders of a majority of the outstanding special units, voting or consenting separately as a class, will be required for Holdings LLC to amend any provision of the LLC Agreement in a manner that would adversely affect the rights of the holders of special units as a class.
|
|
|
Subject
|
| |
MIC Corp.
|
| |
Holdings LLC
|
|
| | | | that would adversely affect the rights of the holders of special stock as a class. | | | | |
|
Exclusive Forum
|
| | The bylaws provide that, unless MIC Corp. consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of MIC Corp.; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of MIC Corp. to MIC Corp. or its shareholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the certificate of incorporation or the bylaws; (iv) any action to interpret, apply, enforce or determine the validity of the certificate of incorporation or bylaws or (v) any action asserting a claim governed by the internal affairs doctrine. | | | The LLC Agreement provides that, unless Holdings LLC consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Holdings LLC; (ii) any action asserting a claim of breach of a fiduciary duty owed by any unitholder, director, officer or other employee of Holdings LLC to Holdings LLC or its unitholders; (iii) any action asserting a claim arising pursuant to any provision of the DLLCA or the LLC Agreement; (iv) any action to interpret, apply, enforce or determine the validity of the LLC Agreement or (v) any action asserting a claim governed by the internal affairs doctrine. | |
|
Merger, Sale, or other Disposition of Assets
|
| | The certificate of incorporation provides that MIC Corp. will not merge or consolidate with any other entity or sell, lease or exchange all or substantially all of its property and assets, unless a majority of the board of directors and a majority of the shareholders holding the voting power of the issued and outstanding shares of MIC Corp. common stock entitled to vote thereon approve the transaction. | | | The LLC Agreement provides that Holdings LLC will not merge or consolidate with any other entity or sell, lease or exchange all or substantially all of its property and assets, unless a majority of the board of directors and a majority of the unitholders holding the voting power of the issued and outstanding common units of Holdings LLC entitled to vote thereon approve the transaction. | |
|
Interested Person Business Combinations
|
| |
Section 203 of the DGCL prevents MIC Corp., from engaging in a “business combination” with a shareholders who owns 15% or more of MIC Corp.’s outstanding voting stock (otherwise known as an “interested shareholders”) or an affiliate or associate of an interested shareholders, for three (3) years following the time that the shareholders became an interested shareholders.
A “business combination” includes a merger or sale of more than 10% of MIC Corp.’s assets. However, the above provisions of Section 203 do not apply if:
•
MIC Corp.’s board of directors approves the transaction that made
|
| |
Pursuant to the provisions of the LLC Agreement, Holdings LLC is prohibited from engaging in a “business combination” with an “interested unitholder” for a period of three years following the date the person becomes an interested unitholder, unless:
•
the board of directors approves the business combination or the transaction in which the person became an interested unitholder prior to the date the person attained this status;
•
upon consummation of the transaction that resulted in the person becoming an interested unitholder, the person owned at least 85% of voting units
|
|
|
Subject
|
| |
MIC Corp.
|
| |
Holdings LLC
|
|
| | | |
the shareholders an “interested shareholders, prior to the time of the transaction;”
•
after the completion of the transaction that resulted in the shareholders becoming an interested shareholders, that shareholders owned at least 85% of MIC Corp.’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
•
on or subsequent to the time of the transaction, the initial business combination is approved by MIC Corp.’s board of directors and authorized at a meeting of MIC Corp.’s shareholders, and not by written consent, by an affirmative vote of at least two-thirds (2/3) of the outstanding voting stock not owned by the interested shareholders.
Separately, the certificate of incorporation provides affirmative vote of the holders of record of outstanding shares of stock representing at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding shares of stock of MIC Corp. (excluding shares of stock held by the interested shareholders or any affiliate or associate of an interested shareholders) shall be required to approve any business combination (as defined in the certificate of incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any securities exchange or otherwise.
|
| |
outstanding at the time the transaction commenced, excluding units owned by persons who are directors and also officers and issued under employee unit plans under which employee participants do not have the right to determine confidentially whether units held subject to the plan will be tendered in a tender or exchange offer; or
•
on or subsequent to the date the person became an interested unitholder, the board of directors approved the business combination and the unitholders other than the interested unitholder authorized the transaction at an annual or special meeting of unitholders by the affirmative vote of at least 66 2/3% of the outstanding units not owned by the interested unitholder.
In general, an “interested unitholder” is defined as any person who, together with the person’s affiliates and associates, owns, or within three years prior to the time of determination of interested unitholder status did own, 15% or more of an entity’s voting interests.
Pursuant to the LLC Agreement, a “business combination” includes:
•
any merger or consolidation involving Holdings LLC and the interested unitholder;
•
any sale, transfer, pledge or other disposition involving the interested unitholder of 10% or more of Holdings LLC’s assets;
•
in general, any transaction that results in the issuance or transfer by Holdings LLC of any of Holdings LLC’s units to the interested unitholder;
•
any transaction involving Holdings LLC that has the effect of increasing the proportionate share of Holdings LLC’s units owned by the interested unitholders; and
•
the receipt by the interested
|
|
|
Subject
|
| |
MIC Corp.
|
| |
Holdings LLC
|
|
| | | | | | |
unitholder of the benefit of any loans, advances, guarantees, pledges, or other financial benefits provided by or through us.
Separately, the LLC Agreement provides that Holdings LLC will not merge or consolidate with any other entity or sell, lease or exchange its property and assets, unless at least 66 2/3% of the then outstanding common units of Holdings LLC (excluding units held by any “interested unitholder” (as defined in the LLC Agreement) or any of its affiliate or associate) approves of the “business combination” (as defined in the LLC Agreement). Such affirmative vote is required notwithstanding any law or agreement with any securities exchange or otherwise.
|
|
| | |
Amount and Nature of Beneficial Ownership
(Number of Shares of Common Stock) |
| |||||||||
Name and Address of Beneficial Owner
|
| |
Shares of
Common Stock |
| |
Percent of
Shares Outstanding |
| ||||||
5% Beneficial Owners | | | | | | | | | | | | | |
Eminence Capital, LP(1)
|
| | | | 8,601,248 | | | | | | 9.8% | | |
The Vanguard Group(2)
|
| | | | 6,323,649 | | | | | | 7.2% | | |
Dimensional Fund Advisors LP(3)
|
| | | | 4,783,404 | | | | | | 5.5% | | |
Macquarie Infrastructure Management (USA) Inc.(4)
|
| | | | 13,988,581 | | | | | | 16.0% | | |
Directors(5) | | | | | | | | | | | | | |
Martin Stanley(6)
|
| | | | 14,020,581 | | | | | | 16.0% | | |
Amanda Brock
|
| | | | 5,773 | | | | | | * | | |
Norman H. Brown, Jr.
|
| | | | 50,786 | | | | | | * | | |
Maria Jelescu-Dreyfus
|
| | | | 5,773 | | | | | | * | | |
Ron Kirk
|
| | | | 11,289 | | | | | | * | | |
H.E. (Jack) Lentz
|
| | | | 35,529 | | | | | | * | | |
Ouma Sananikone
|
| | | | 21,163 | | | | | | * | | |
Executive Officers(5) | | | | | | | | | | | | | |
Christopher Frost(7)
|
| | | | 46,790 | | | | | | * | | |
Nick O’Neil(8)
|
| | | | 8,700 | | | | | | * | | |
Jay Davis
|
| | | | 10,331 | | | | | | * | | |
Michael Kernan
|
| | | | 1,000 | | | | | | * | | |
All Directors and Executive Officers as a Group
|
| | | | 14,217,715 | | | | | | 16.3% | | |
| | |
Page
|
| |||
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-4 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-6 | | | |
| | | | A-6 | | | |
| | | | A-6 | | | |
| | | | A-6 | | | |
| | | | A-6 | | | |
| | | | A-6 | | | |
| | | | A-6 | | |
| | | | | |
Page
|
| |||
ARTICLE I | | |
Offices
|
| | | | | | |
| | | | 1 | | | ||||
| | | | 1 | | | ||||
ARTICLE II
|
| |
Stockholders
|
| | | | | | |
| | | | 1 | | | ||||
| | | | 1 | | | ||||
| | | | 1 | | | ||||
| | | | 1 | | | ||||
| | | | 2 | | | ||||
| | | | 2 | | | ||||
| | | | 2 | | | ||||
| | | | 2 | | | ||||
| | | | 3 | | | ||||
| | | | 3 | | | ||||
ARTICLE III | | |
Board of Directors
|
| | | | | | |
| | | | 3 | | | ||||
| | | | 3 | | | ||||
| | | | 3 | | | ||||
| | | | 3 | | | ||||
| | | | 3 | | | ||||
| | | | 3 | | | ||||
| | | | 4 | | | ||||
| | | | 4 | | | ||||
| | | | 4 | | | ||||
| | | | 4 | | | ||||
| | | | 4 | | | ||||
| | | | 5 | | | ||||
| | | | 5 | | | ||||
ARTICLE IV | | |
Officers
|
| | | | | | |
| | | | 5 | | | ||||
| | | | 5 | | | ||||
| | | | 5 | | | ||||
| | | | 6 | | | ||||
| | | | 6 | | | ||||
| | | | 6 | | | ||||
| | | | 6 | | | ||||
| | | | 6 | | | ||||
ARTICLE V | | |
Capital Stock
|
| | | | | | |
| | | | | |
Page
|
| |||
| | | | 7 | | | ||||
| | | | 7 | | | ||||
| | | | 7 | | | ||||
ARTICLE VI | | |
General Provisions
|
| | | | | | |
| | | | 7 | | | ||||
| | | | 7 | | | ||||
| | | | 7 | | | ||||
ARTICLE VII | | |
Indemnification
|
| | | | | | |
| | | | 7 | | | ||||
| | | | 8 | | | ||||
| | | | 8 | | | ||||
| | | | 8 | | | ||||
| | | | 8 | | | ||||
| | | | 9 | | | ||||
| | | | 9 | | | ||||
| | | | 9 | | | ||||
| | | | 10 | | | ||||
| | | | 10 | | | ||||
| | | | 10 | | | ||||
| | | | 10 | | | ||||
| | | | 10 | | | ||||
| | | | 10 | | | ||||
ARTICLE VIII
|
| |
Amendments
|
| | | | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Christopher Frost
Christopher Frost
|
| | Chief Executive Officer and Director (Principal Executive Officer) | | | February 17, 2021 | |
|
/s/ Nick O’Neil
Nick O’Neil
|
| | Chief Financial Officer (Principal Financial Officer) | | | February 17, 2021 | |
|
/s/ Robert Choi
Robert Choi
|
| | Principal Accounting Officer | | | February 17, 2021 | |
|
/s/ Martin Stanley
Martin Stanley
|
| | Chairman of the Board of Directors | | | February 17, 2021 | |
|
/s/ Norman H. Brown, Jr.
Norman H. Brown, Jr.
|
| | Lead Independent Director | | | February 17, 2021 | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Amanda Brock
Amanda Brock
|
| | Director | | | February 17, 2021 | |
|
/s/ Maria J. Dreyfus
Maria J. Dreyfus
|
| | Director | | | February 17, 2021 | |
|
/s/ Ronald Kirk
Ronald Kirk
|
| | Director | | | February 17, 2021 | |
|
/s/ Henry E. Lentz
Henry E. Lentz
|
| | Director | | | February 17, 2021 | |
|
/s/ Ouma Sananikone
Ouma Sananikone
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| | Director | | | February 17, 2021 | |
Exhibit
No. |
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Description
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| | 2.1 | | | | Form of Agreement and Plan of Merger, dated as of [•], 2021, by and among Macquarie Infrastructure Holdings, LLC, Macquarie Infrastructure Corporation and Plum Merger Sub, Inc. (attached as Annex A to the proxy statement/prospectus included in this Registration Statement and incorporated herein by reference).* | |
| | 3.1 | | | | | |
| | 3.2 | | | | | |
| | 3.3 | | | |
Form of Amended and Restated Limited Liability Company Agreement of Macquarie
Infrastructure Holdings, LLC (attached as Annex B to the proxy statement/prospectus included in this Registration Statement and incorporated herein by reference. The Amended and Restated Limited Liability Company Agreement of Macquarie Infrastructure Holdings, LLC will be adopted as Macquarie Infrastructure Holdings, LLC’s limited liability company agreement prior to the effective time of the merger.).** |
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| | 4.1 | | | |
Form of specimen share certificate for common limited liability company interests in Macquarie
Infrastructure Holdings, LLC included as Exhibit [•] to Annex B to the proxy statement/prospectus that is a part of this registration statement. ** |
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| | 4.2 | | | | Senior Debt Securities Indenture, dated as of July 15, 2014, by and among Macquarie Infrastructure Company LLC and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of Macquarie Infrastructure Corporation’s Current Report on Form 8-K filed with the SEC on July 18, 2014). | |
| | 4.3 | | | | Second supplemental indenture, dated as of May 21, 2015, by and between Macquarie Infrastructure Corporation and Wells Fargo, National Association, as Trustee (incorporated by reference to Exhibit 4.3 of Macquarie Infrastructure Corporation’s Current Report on Form 8-K filed with the SEC on May 21, 2015). | |
| | 4.4 | | | |
Third Supplemental Indenture, dated as of October 13, 2016, by and among Macquarie
Infrastructure Corporation and Wells Fargo Bank, National Association, as Trustee (including the form of 2.00% Convertible Senior Note due 2023) (incorporated by reference to Exhibit 4.1 of Macquarie Infrastructure Corporation’s Current Report on Form 8-K filed with the SEC on October 14, 2016). |
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| | 4.5 | | | |
Form of First Supplement to the Third Supplemental Indenture, dated as of [•], by and among
Macquarie Infrastructure Corporation and Wells Fargo Bank, National Association, as Trustee.** |
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| | 4.6 | | | | Form of Fourth Amended and Restated Management Services Agreement, by and among Macquarie Infrastructure Holdings, LLC, Macquarie Infrastructure Corporation, MIC Ohana Corporation and Macquarie Infrastructure Management (USA) Inc.** | |
| | 4.7 | | | |
Form of Amended and Restated Disposition Agreement, by and among Macquarie Infrastructure
Holdings, LLC, Macquarie Infrastructure Corporation, MIC Ohana Corporation and Macquarie Infrastructure Management (USA) Inc.** |
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| | 4.8 | | | | Form of Amended and Restated Registration Rights Agreement between Macquarie Infrastructure Holdings, LLC and Macquarie Infrastructure Management (USA) Inc.** | |
| | 5.1 | | | | Opinion of White & Case regarding the legality of the common units to be issued.** | |
| | 8.1 | | | | Opinion of White & Case regarding certain U.S. federal income tax matters.** | |
| | 10.1 | | | |
Third Amended and Restated Management Services Agreement by and among the Registrant,
MIC Ohana Corporation and Macquarie Infrastructure Management (USA) Inc. (incorporated by reference to Exhibit 4.1 of Macquarie Infrastructure Corporation’s Current Report on Form 8-K filed with the SEC on May 21, 2015). |
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Exhibit 3.1
CERTIFICATE OF FORMATION
OF
MACQUARIE INFRASTRUCTURE HOLDINGS, LLC
This Certificate of Formation of Macquarie Infrastructure Holdings, LLC (the “Company”), dated as of February 5, 2021, is being duly executed and filed by Michael Kernan, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101, et seq.), as amended from time to time.
FIRST. The name of the limited liability company formed hereby is Macquarie Infrastructure Holdings, LLC.
SECOND. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.
THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written.
/s/ Michael Kernan | |
Name: Michael Kernan | |
Title: Authorized Person |
Exhibit 3.2
LIMITED LIABILITY COMPANY AGREEMENT
OF
MACQUARIE INFRASTRUCTURE HOLDINGS, LLC
This Limited Liability Company Agreement (this “Agreement”) of Macquarie Infrastructure Holdings, LLC, a Delaware limited liability company (“the “Company”), is entered into as of and, pursuant to Section 201(d) of the DLLC Act (as defined below), is made effective as of the formation of the Company on) February 5, 2021, by the member of the Company set forth on Schedule I attached hereto (the “Member”).
The Member hereby adopts the following as the Company’s “limited liability company agreement” (as such phrase is used in the Delaware Limited Liability Company Act, 6 Del. Code § 18-101 et. seq. (as amended from time to time, the “DLLC Act”)) and, intending to be legally bound, agree as follows:
ARTICLE I
FORMATION; GENERAL PROVISIONS
1.1. Formation; Indemnification of Organizer.
(a) The Company’s Certificate of Formation has been filed with the Secretary of State of the State of Delaware, and the Company thus has been formed as a limited liability company subject to the provisions of the DLLC Act.
(b) The Member hereby (i) confirms that the person who signed the Company’s Certificate of Formation as filed with the Secretary of State of the State of Delaware (the “Organizer”) is an “authorized person” (as such phrase is used in the DLLC Act) for the purposes of signing and so filing the Company’s Certificate of Formation and (ii) agrees to indemnify the Organizer for, and to hold the Organizer harmless from and against, all costs, expenses, claims, damages, liabilities, losses, and threatened, pending and completed actions, suits and proceedings (whether civil, criminal, administrative or investigative) incurred or suffered by or brought against the Organizer based upon, or arising out of or in connection with, any act taken by the Organizer in connection with forming the Company, including without limitation all fees and expenses incurred by the Organizer in connection with causing the Company’s Certificate of Formation to be filed in the office of the Secretary of State of the State of Delaware, all court costs, attorneys’ fees and other costs relating in any way to the Organizer’s defense and/or settlement of any such claim, action, suit or proceeding, and all judgments rendered against the Organizer in connection with any such claim, action, suit or proceeding.
1.2. Name. The name of the Company is Macquarie Infrastructure Holdings, LLC. The business of the Company may be conducted under such other names, if any, as the Managing Member (as defined in Section 2.1 of this Agreement) may deem to be necessary or desirable.
1.3. Purpose. The purpose of the Company is to engage in any and all other lawful acts and activities for which limited liability companies may be formed under the DLLC Act.
1.4. Principal Office. The principal office address of the Company shall be 125 West 55th Street, New York, New York 10019 or such other address as the Member shall determine from time to time.
1.5. Registered Office; Registered Agent. The address of the registered office of the Company in the State of Delaware shall be c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, and the name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, or, in each case, such other address or agent as the Member shall determine and specify from time to time in an amendment to the Company’s Certificate of Formation filed in the office of the Secretary of State of the State of Delaware.
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1.6. Term. Subject to the occurrence of an event of dissolution as provided by this Agreement, the Company shall have perpetual existence.
1.7. Managing Member, Designees and Officers of the Company as “Authorized Persons”. The Managing Member (as defined in Section 2.1 of this Agreement), all individuals and entities (if any) designated by the Managing Member from time to time as such “authorized persons”, and the officers, if any, of the Company, hereby are each designated an “authorized person” (as such phrase is used in the DLLC Act) to execute, deliver and file any amendments and restatements of the Company’s Certificate of Formation and any other certificates and other documents and instruments necessary or desirable in order for the Company to comply with the laws of the State of Delaware or to qualify to do business in any jurisdiction in which the Managing Member or an appropriate officer of the Company shall deem it desirable for the Company to conduct business or, whenever the Managing Member or an appropriate officer of the Company shall deem it appropriate for the Company to cease doing business in any such jurisdiction and withdraw therefrom, to revoke any related appointments of agents or attorneys for service of process or surrender such qualification or authority to do business in such jurisdiction.
ARTICLE II
MANAGEMENT
2.1. Management by Managing Member. Management of the Company shall be vested in the Member, which shall be vested with the powers and authority of a “manager”, as defined in the DLLC Act; the Member in its capacity as such manager is referred to in this Agreement as the “Managing Member”. To the extent permitted by applicable law and , the Managing Member is authorized to act on behalf of and to bind the Company in all respects, without any further consent, vote or approval by the Member, except as expressly provided otherwise below in this Section 2.1. The Member (other than the Managing Member acting in such capacity) shall have no authority to act for or on behalf of the Company or bind the Company in any way by virtue of being a Member. In furtherance and (except to the expressly provided otherwise in the proviso in this sentence) not limitation of the foregoing, the Managing Member’s powers include, but shall not be limited to, the authority to (a) negotiate, complete, execute and deliver any and all agreements, deeds, instruments, receipts, certificates and other documents on behalf of the Company as the Managing Member shall consider necessary or advisable in connection with the management or business of the Company and (b) employ, at the Company’s expense, such agents or third parties in connection with the management or operation of the business of the Company as the Managing Member shall deem appropriate; provided, however, that the Managing Member shall not have the power or authority without the consent of the Member to (i) consolidate the Company with another entity or merge the Company with or into another entity if the Company is not the survivor of such merger, or convey all of the Company’s assets substantially as an entirety to another entity or person, or (ii) designate, approve or admit any new or additional member to the Company. The Member agrees that, subject to the proviso set forth in the immediately preceding sentence, (x) all determinations, decisions and actions made or taken by the Managing Member shall be conclusive and absolutely binding upon the Company, the Member and its respective successors, assigns and representatives and (y) persons dealing with the Company are entitled to rely conclusively upon such power and authority of the Managing Member.
2.2. Officers.
(a) The Managing Member may appoint and remove such officers of the Company, and may delegate to such officers such powers and authority otherwise vested in the Manager, as the Managing Member shall deem advisable from time to time; provided, however, that any such power or authority of the Managing Member delegated to any officer of the Company shall remain concurrently vested in and exercisable by the Managing Member also. Unless the Managing Member specifies otherwise in writing, if the Managing Member assigns to an officer of the Company a title that is a title commonly used for an office of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such officer of the Company the authorities and duties that customarily are associated with that office of such a business corporation.
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(b) Subject to the right of the Managing Member from time to time to remove any officer of the Company and to delegate to and limit the powers and authority of any officer of the Company, as provided in subsection (a) in this Section 2.2, the persons named in the following list hereby are appointed the initial officers of the Company, each having the title set forth opposite his name in the following list:
with each such officer of the Company having the authorities and duties that customarily are associated with the office of a business corporation formed under the General Corporation Law of the State of Delaware that commonly carries the title set forth opposite such officer’s name in the list set forth immediately above.
(c) Except when and to the extent the Managing Member shall have provided otherwise in writing, the officers of the Company shall have the power and authority to execute and deliver instruments and other documents in the name and on behalf of the Company, and the execution and delivery in the name and on behalf of the Company of any instrument or other document thereby shall be necessary and sufficient to bind the Company with respect to such instrument or other document.
2.3. Managing Member Acceptance of Responsibilities. The Member hereby accepts the responsibilities of Managing Member of the Company.
ARTICLE III
MEMBERS; CONTRIBUTIONS TO CAPITAL;
CAPITAL ACCOUNTS; DISTRIBUTIONS
3.1. Initial Member; Initial Capital Contributions. The Member listed on Schedule I attached hereto as of the date hereof shall be admitted as a Member as of the date of this Agreement, and upon executing this Agreement shall be obligated to make a capital contribution to the Company in the amount specified opposite the Member’s name on the Schedule I that is attached to this Agreement.
3.2. Additional Members. One or more additional members may be admitted to the Company from time to time, on such terms as the Member shall agree. Upon and by becoming a member of the Company, such additional Member agrees to, and agrees to be bound by, the terms and provisions of this Agreement. Upon admission of a member to the Company, Schedule I to this Agreement shall be amended to (a) include the name, address and percentage interest of such new Member in the Company and (b) adjust the Percentage Interests (as defined below) of the other Members accordingly.
3.3. Additional Capital Contributions. The Members shall make such additional capital contributions to the Company, in proportion to their respective Percentage Interests set forth on the Schedule I to this Agreement current at the time of such contributions, as either (a) the Members shall mutually deem necessary or advisable in connection with the business of the Company or (b) the Managing Member shall call for.
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3.4. Percentage Interests. Each Member shall have an interest in the Company expressed as a percentage of the whole (each a “Percentage Interest”). Each Member’s Percentage Interest shall be as set forth on the then current Schedule I to this Agreement.
3.5. Capital Accounts. A capital account for each Member shall be maintained on the books of the Company. Such capital account shall be adjusted (a) to reflect the Member’s contributions to the capital of the Company and the Member’s shares of allocations and distributions and (b) to conform to any applicable regulations promulgated under the Code (as defined in Section 4.2 of this Agreement).
3.6. Distributions. Distributions shall be made by the Company to the Members at the times (if any), and in the aggregate amounts, determined by the Managing Member from time to time in the Managing Member’s discretion, subject, however, to the limitations set forth in Section 607 of the DLLC Act (or any successor to such Section) and other applicable law. All such distributions shall be made to the Members on a pro rata basis in accordance with each Member’s Percentage Interest as then in effect.
ARTICLE IV
ACCOUNTING AND TAX MATTERS
4.1. Books of Account. At all times during the existence of the Company, the Company shall maintain or cause to be maintained full, true, complete and correct books of account in accordance with generally accepted accounting principles and the accounting methods followed for US federal income tax purposes, in which books shall be entered particulars of all monies, goods and effects belonging to or owing to or by the Company, or paid, received, sold or purchased in the course of the Company’s business, and of all such other transactions, matters and things relating to the business of the Company as are usually entered in books of account kept by persons engaged in a business of a kind and character similar to the business of the Company. In addition, the Company also shall keep and maintain all records as required to be kept pursuant to the DLLC Act. The books and records of account of the Company shall be kept at the principal office of the Company, and the Members shall at all reasonable times have access to such books and records and the right to inspect the same.
4.2 Fiscal Year. The fiscal year of the Company shall end on December 31 of each year, unless a different fiscal year shall be required by the Internal Revenue Code of 1986, as amended from time to time (the “Code”), or the Managing Member shall change the fiscal year of the Company.
4.3. Tax Elections and Returns, Etc. Except as otherwise provided in this Agreement, all elections required or permitted to be made by the Company under any applicable tax law shall be made by the Managing Member. In furtherance and not limitation of the provisions of Section 2.1 of this Agreement, it is hereby confirmed that the Managing Member is responsible for preparing and filing, or causing to be prepared and filed, all tax reports, returns and other filings that the Company is required to prepare and file.
ARTICLE V
DISSOLUTION, LIQUIDATION, WINDING UP AND TERMINATION
5.1. Dissolution. The Company shall be dissolved upon the first to occur of the following: (a) the agreement of all of the Members that the Company be dissolved; (b) any event that makes it unlawful for the Company to carry on its business; and (c) any other event causing the dissolution of the Company under the DLLC Act (including, but not limited to, the entry of a decree of judicial dissolution under Section 802 of the DLLC Act).
5.2. Winding Up and Liquidation. Except as otherwise provided in this Agreement, upon dissolution of the Company the Managing Member shall designate a liquidator (the “Liquidator”) whom shall wind up the affairs of the Company and distribute the assets of the Company in accordance with the DLLC Act and Section 3.6 of this Agreement.
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5.3. Documentation of Dissolution and Termination. Upon the dissolution of the Company, the Liquidator shall execute and file all appropriate certificates and amendments to the Company’s Certificate of Formation as required under the DLLC Act and shall execute, deliver, file and record such other certificates, instruments and other documents as it shall deem necessary or appropriate in the State of Delaware or any other jurisdiction. Upon completion of the winding up of the Company (including, but not limited to, the application or distribution of all assets of the Company pursuant to Section 5.2 of this Agreement), the Company shall be terminated and the Liquidator shall execute and file a certificate of cancellation in accordance with Section 203 of the DLLC Act.
ARTICLE VI
TRANSFERS OF INTERESTS
6.1. Limitation on Transferability. No Member has, nor shall any Member ever have, the right to sell, assign, pledge, transfer or (other than by dissolution of the Company) otherwise dispose of all or any part of its interest in the Company, or to withdraw from the Company, without (a) the unanimous approval of all Members, which approval must be in writing and may be withheld by any Member in its sole and absolute discretion, and (b) in the case of any purported sale, assignment, pledge, transfer or other disposition of any interest in the Company, such sale, assignment, pledge, transfer or other distribution being made in accordance with and not in violation of the Securities Act of 1933, as amended, and all applicable securities and “blue sky” laws of all applicable jurisdictions. Any purported sale, assignment, pledge, transfer or other disposition of all or any part of an interest in the Company, or purported withdrawal from the Company, without the unanimous approval of all Members (other than a disposition by dissolution of the Company), or without compliance with the Securities Act of 1933, as amended, and all applicable securities and “blue sky” laws of all applicable jurisdictions, shall be null and void and of no force or effect.
6.2. Conditions to Admission of Transferee as Member. No transferee of all or any portion of any Member’s interest in the Company shall be admitted as a substitute or additional member of the Company unless (i) such transfer is in full compliance with the provisions of this Agreement (including, but not limited to, Section 6.1 of this Agreement) and (ii) such transferee shall have executed and delivered to the Company such instruments as the Managing Member reasonably deems necessary or desirable to effectuate the admission of such transferee as a Member of the Company and to confirm the agreement of such transferee to be bound by all the terms, conditions and provisions of this Agreement.
ARTICLE VII
LIMITATION OF LIABILITY; INDEMNIFICATION
7.1 Limited Liability as Member, Managing Member or Officer. Except to the extent expressly provided otherwise in the DLLC Act, no Member (including but not limited to the Managing Member) and no officer of the Company shall have any liability for the debts, obligations or liabilities of the Company by reason of being or having been a Member, Managing Member or officer of the Company. Except as expressly provided otherwise in the DLLC Act, the liability of any Member in connection with the Company shall be limited to the amount of capital contributions, if any, required to be made by such Member to the Company in accordance with this Agreement, and then only to the extent that such capital contributions shall have become due pursuant to this Agreement.
7.2. Limited Liability to Members or the Company. No Member, no affiliate of any Member, no agent of the Managing Member, and no member, partner, manager, director, trustee, officer, employee, representative or agent of the Company or of any Member or affiliate of any Member (including but not limited to the Managing Member), shall be liable, responsible or accountable in damages or otherwise to the Company or any Member for (a) any act or omission on behalf of the Company within the scope of the authority conferred on such entity or person by or pursuant to this Agreement or by law or (b) any act or omission that was consented to or approved by the Managing Member, unless, in any case referred to in either clause (a) or clause (b) of this Section, such act or omission was (i) an act or omission of gross negligence, willful misconduct or bad faith, related to the Company, (ii) a breach of this Agreement in a material respect, (iii) in connection with a transaction from which such Member, affiliate, Managing Member, member, partner, manager, director, trustee, officer, employee, representative or other agent derived an improper personal benefit or (iv) a criminal act and, in the case of an act or omission referred to in this clause (iv), such entity or person had reasonable cause at the time of such act or omission to believe such act or omission was unlawful.
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7.3. Indemnification. To the fullest extent permitted by the law of the State of Delaware, the Company shall: (a) indemnify any person or entity, and such person’s or entity’s heirs, distributees, next of kin, successors, appointees, executors, administrators, personal representatives and assigns (each such person or entity, and each of his, her or its heirs, distributees, next of kin, successors, appointees, executors, administrators, personal representatives and assigns, an “Indemnified Party”), who was or is a party to, or is threatened to be made a party to, any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including, but not limited to, any action by or in the right of the Company) (any “Claim”) based upon or arising out of or in connection with such person or entity being or having been a Managing Member, officer, employee, representative or agent of the Company, or is serving or has served at the request of the Company or the Managing Member as a stockholder, member, partner, manager, director, trustee, officer, employee, representative or agent of another corporation, limited liability company, partnership, joint venture, trust, benefit plan, association or other enterprise, domestic or foreign, against, and hold each Indemnified Party harmless from, all expenses, attorneys’ fees, court costs, judgments, fines, amounts paid in settlement and other losses (all “Losses”) actually and reasonably incurred or suffered by such Indemnified Party in connection with any such Claim, except to the extent such Losses are determined by a court of competent jurisdiction to have arisen as a result of the Indemnified Person (or his, her or its predecessor in interest) having acted (or failed to act) with gross negligence, willful misconduct or bad faith or having derived an improper personal benefit or having committed a criminal act with reasonable cause at the time of such criminal act to believe that it was unlawful; and (b) upon receiving an undertaking by or on behalf of the Indemnified Person to repay such advances if it ultimately shall be determined that such Indemnified Person is not entitled to be indemnified by the Company, advance expenses incurred by any Indemnified Party in connection with defending against any Claim.
ARTICLE VIII
MISCELLANEOUS
8.1. Notices. All notices and other communications required or permitted to be given to any Member pursuant to, or otherwise given to any Member in connection with, this Agreement (a) shall be in writing, (b) may be given by personal delivery, email or other electronic transmission, commercial courier or United States mail and (c) shall be deemed given when delivered in person, upon receipt if given by email or other electronic transmission, the first business day (in the jurisdiction where the notice or communication is to be received) after such notice or other communication is delivered to a commercial courier for overnight delivery with fees therefor prepaid or duly provided for, or five days after being deposited with the United States postal service with first-class postage prepaid, in each case addressed to the party to which such notice or other communication is to be given at such party’s address set forth in the then current Schedule I to this Agreement or such other email or other electronic address, or courier or postal address as such party shall have specified by a notice in writing given in accordance with this Section. For purposes of this Section 8.1, “business day” means any day other than Saturdays, Sundays and days on which banks are permitted to be closed under the laws of the jurisdiction where the notice or other communication is to be received.
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8.2. Amendments. This Agreement may be amended only by a written instrument executed by all the Members.
8.3. Binding Effect. This Agreement shall be binding upon and inure to the benefit of each Member and his, her or its heirs, distributees, next of kin, successors, appointees, executors, administrators, legal representatives and permitted assigns.
8.4. Governing Law; Interpretation. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to its conflict of laws rules. The Members intend that the provisions of the DLLC Act shall control with respect to any matter not set forth or otherwise provided for in this Agreement. The headings in this Agreement are inserted for convenience of reference only and do not, and shall not be deemed or used to, construe or interpret any provision of this Agreement. The language in this Agreement shall in all cases be construed simply according to the fair meaning thereof and shall not be construed against any party because that party or its counsel drafted such language.
8.5. Severability. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held by a court of competent jurisdiction to be invalid or unenforceable in any respect, the remaining portions of this Agreement shall not be affected thereby and shall remain in full force and effect, and the application of such provision to persons or circumstances other than those to which it shall have been held invalid or unenforceable by such court shall not be affected thereby.
8.6. Securities Laws Restrictions. The interests in the Company described in this Agreement have not been registered under the Securities Act of 1933, as amended, or under the securities or “blue sky” laws of the State of Delaware or any other jurisdiction. Any such interest in the Company therefore may not be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of, except in accordance with the provisions of such Act and laws and this Agreement. By becoming a Member, whether by executing this Agreement or otherwise as contemplated by Section 3.2 or Article VI of this Agreement, the Member represents and acknowledges that he, she or it is acquiring his, her or its interest in the Company for investment purposes only and without a view to the distribution of such interest or any part thereof.
8.7. Entire Agreement. This Agreement constitutes the entire agreement of the Members with respect to the subject matter hereof.
***
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IN WITNESS WHEREOF, the undersigned has executed this Agreement, effective as of the date and year first above written.
MACQUARIE INFRASTRUCTURE HOLDINGS, LLC | ||
By: | /s/ Christopher Frost | |
Name: | Christopher Frost | |
Title: | Chief Executive Officer | |
By: | /s/ Nick O’Neil | |
Name: | Nick O’Neil | |
Title: | Chief Financial Officer | |
Sole Member: | ||
MACQUARIE INFRASTRUCTURE CORPORATION | ||
By: | /s/ Christopher Frost | |
Name: | Christopher Frost | |
Title: | Chief Executive Officer | |
By: | /s/ Nick O’Neil | |
Name: | Nick O’Neil | |
Title: | Chief Financial Officer |
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SCHEDULE I
to
Limited Liability Company Agreement
of
Macquarie Infrastructure Holdings, LLC
Effective February 5, 2021
MEMBERS | ADDRESS FOR NOTICES | INITIAL CAPITAL CONTRIBUTION | PERCENTAGE INTEREST |
Macquarie
|
125 West 55th Street New York, NY 10019 |
US $100 | 100% |
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Macquarie Infrastructure Corporation:
We consent to the use of our reports with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.
Our report refers to a change in the method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-2, Leases (Topic 842).
/s/ KPMG LLP
Dallas, Texas
February 17, 2021