UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington, D.C.~~SECURITIES ~~20549 FORM~~AND ~~8-K CURRENT REPORT Pursuant~~EXCHANGE to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 MACQUARIE INFRASTRUCTURE CORPORATION (Exact name of Registrant as specified in its charter)COMMISSION

Delaware		001-32384		43-2052503
(State or other jurisdictionof incorporation)		Commission File Number		(I.R.S. Employer IdentificationNumber)

WASHINGTON, D.C. 20549

125 West 55th Street,New York, New York	10019
(Address of principal executive offices)	(Zip code)

_____________________________

~~(212)~~FORM ~~231~~8-~~1000 (Registrant’s~~K ~~telephone number, including area code)~~

~~N.A. (Former name or former address, if changes since last report)~~_____________________________

~~Check the~~CURRENT ~~appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~REPORT

¨PURSUANT ~~Written~~TO ~~communications~~SECTION ~~pursuant to~~13 ~~Rule~~OR ~~425 under the Securities Act~~ 15(~~17 CFR 230.425~~D) ~~x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~

¨OF ~~Pre-commencement~~THE ~~communications~~SECURITIES ~~pursuant~~EXCHANGE toACT ~~Rule~~OF ~~13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~1934

Date of Report (Date of earliest event reported): August 3, 2021

_____________________________

MACQUARIE INFRASTRUCTURE CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________

Delaware

001-32384

43-2052503

(State or other jurisdiction
of incorporation)

Commission File Number

(IRS Employer Identification No.)

125 West 55th Street

New York, New York 10019

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 231-1000

N.A.

_____________________________

(Former name or former address, if changed since last report)

_____________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

~~MIC~~

~~New York Stock Exchange~~

MIC

New York Stock Exchange

~~Indicate~~Check bythe ~~check~~appropriate ~~mark~~box ~~whether~~below if the ~~registrant~~Form is8-K anfiling ~~emerging~~is ~~growth~~intended ~~company~~to assimultaneously ~~defined in~~satisfy ~~Rule 405 of~~ the ~~Securities~~filing ~~Act~~obligation of ~~1933~~the ~~(§230.405~~registrant ofunder ~~this~~any ~~chapter) or Rule 12b-2~~ of the ~~Securities~~following ~~Exchange~~provisions ~~Act~~(see ofGeneral ~~1934 (§240~~Instruction A.~~12b-~~2. ~~of this chapter~~below).:

~~Emerging~~☑ Written ~~growth~~communications ~~company ¨~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

If☐ Soliciting anmaterial ~~emerging~~pursuant ~~growth~~to ~~company,~~Rule ~~indicate~~14a-12 byunder ~~check mark if~~ the ~~registrant~~Exchange ~~has~~Act ~~elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13~~(a)17 ofCFR ~~the Exchange Act~~240. ¨14a-12)

~~Item~~☐ Pre-commencement ~~1.01.~~communications ~~Entry~~pursuant ~~into~~to aRule ~~Material~~14d-2(b) ~~Definitive~~under ~~Agreement~~the Exchange Act (17 CFR 240.14d-2(b))

~~Merger~~☐ Pre-commencement ~~Agreement~~communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnIndicate ~~June 14,~~by ~~2021, Macquarie~~check ~~Infrastructure~~mark ~~Corporation~~whether (the ~~“Company”)~~registrant ~~and~~is ~~its subsidiary Macquarie Infrastructure Holdings, LLC (“MIH”) entered into~~ an ~~Agreement~~emerging ~~and~~growth ~~Plan of Merger (the “Merger Agreement”) with AMF Hawaii Holdings, LLC, a Delaware limited liability~~ company ~~(“Parent”)~~as ~~affiliated~~defined ~~with~~in ~~Argo~~Rule ~~Infrastructure~~405 ~~Partners, LP (“Argo”) and AMF Hawaii Merger Sub, LLC, a Delaware limited liability company and direct wholly-owned subsidiary~~ of ~~Parent (“Merger Sub”). The Merger Agreement provides that Merger Sub will be merged with and into MIH (~~the ~~“Merger”),~~Securities ~~with~~Act ~~MIH surviving the Merger as a wholly-owned subsidiary~~ of ~~Parent.~~1933 ~~Each issued and outstanding common unit of MIH (“Common Unit”) (excluding Common Units held by Parent~~ or ~~Merger~~Rule ~~Sub~~12b-2 ~~or Common Units held by MIH in treasury and common units held by any subsidiary~~ of ~~MIH or Parent (other than Merger Sub)) will be converted into~~ the ~~right~~Securities toExchange ~~receive~~Act ~~$3.83~~of ~~in cash, without interest; however, if the Merger is consummated after July 1, 2022, then each such Common Unit will be converted into the right to receive $4~~1934.~~11 in cash, without interest.~~

AsEmerging ~~previously~~growth announced, the Company has proposed a reorganization in connection with its pursuit of strategic alternatives. On May 6, 2021, the Company’s shareholders approved a proposal to adopt the Agreement and Plan of Merger, dated as of March 30, 2021 (the “Reorganization Merger Agreement”), by and among the Company, MIH and Plum Merger Sub, Inc., a wholly-owned subsidiary of MIH (“Reorganization Merger Sub”), providing for the merger of Reorganization Merger Sub with and into the Company (the “Reorganization Merger”), resulting in the Company becoming a wholly-owned subsidiary of MIH. Upon the effectiveness of the Reorganization Merger, the Company’s common stock will be converted into Common Units and stock certificates representing the Company’s common stock immediately prior to the Reorganization Merger will be deemed to represent Common Units without an exchange of certificates. Completion of the Reorganization Merger is subject to the satisfaction or waiver of various conditions. Following the Reorganization Merger, a direct subsidiary of the Company will distribute all of the limited liability company ☐ interests of MIC Hawaii Holdings, LLC (“MIC Hawaii”) to the Company and the Company will in turn distribute all of the limited liability company interests of MIC Hawaii to MIH (such distributions, together with the Reorganization Merger, the “Reorganization”). Upon completion of the Reorganization, MIH will directly own (i) the Company and (ii) MIC Hawaii. The Company will complete the Reorganization prior to and as a condition to the completion of the Merger.

AsIf ~~previously~~an ~~announced, on~~emerging ~~June 7,~~growth ~~2021~~company, ~~the~~indicate Company, MIH and, solely for specified provisions, MIC Hawaii, entered into a stock purchase agreement the (“AA Purchase Agreement”) with KKR Apple Bidco, LLC (“AA Purchaser”), a Delaware limited liability company controlled by ~~funds~~check ~~affiliated~~mark ~~with~~if ~~Kohlberg Kravis Roberts & Co. L.P. The AA Purchase Agreement provides that~~ the ~~AA Purchaser~~registrant ~~will~~has ~~acquire~~elected ~~all~~not ~~outstanding~~to ~~shares~~use ~~of common stock of~~ the ~~Company~~extended ~~which,~~transition ~~following~~period ~~the Reorganization, will hold the Company’s Atlantic Aviation business,~~ for ~~$4.475~~complying ~~billion,~~with ~~including~~any ~~cash~~new ~~and~~or ~~the~~revised ~~assumption~~financial ofaccounting ~~debt~~standards ~~and~~provided ~~other~~pursuant ~~transaction~~to ~~and reorganization~~Section ~~related obligations~~ 13(~~the “AA Transaction”~~a). ~~The AA Transaction will be consummated following the Reorganization and prior to and as a condition to the completion~~ of the ~~Merger~~Exchange Act. ☐

The parties’ respective obligations to consummate the Merger are subject to certain conditions, including among others (i) approval of the Company’s stockholders, (ii) expiration or termination of any required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “~~HSR~~Macquarie ~~Act~~Group”), ~~(iii) approval~~refers by the Committee on Foreign Investment in the United States (“CFIUS”), (iv) approval by the Hawaii Public Utilities Commission (the “HPUC”) under Hawaii Revised Statutes Chapter 269-19, (v) the absence of any injunction or other order from a governmental authority that prevents the consummation of the Merger, (vi) consummation of the Reorganization, (vii) the consummation of the AA Transaction, and (viii) the accuracy of the representations and warranties of, and compliance with covenants by, the other party, subject to ~~certain materiality thresholds set forth in~~ the ~~Merger~~Macquarie ~~Agreement.~~Group ~~In addition, Parent’s and Merger Sub’s obligations to consummate the Merger are subject to additional conditions, including among others (i) the absence~~ of ~~a Company Material Adverse Effect (as defined in the Merger Agreement)~~companies, ~~and~~which ~~(ii) expiration~~comprises orMacquarie ~~termination~~Group ofLimited ~~the HSR Act waiting period, receipt of CFIUS approval~~ and ~~receipt~~its ofworldwide ~~HPUC~~subsidiaries ~~approval, in each case without any terms or conditions that would constitute a Burdensome Condition (as defined in the Merger Agreement). Parent~~ and ~~Merger Sub have obtained equity financing commitments from investment funds affiliated with Argo to fund the Merger, the Parent Termination Fee (if payable) and associated expenses~~affiliates. ~~The obligations of Parent and Merger Sub under the Merger Agreement are not conditioned on receipt of the equity financing.~~

~~The~~Macquarie ~~Merger~~Infrastructure ~~Agreement~~Corporation ~~contains customary~~is ~~representations,~~not ~~warranties~~an ~~and~~authorized ~~covenants,~~deposit-taking ~~including~~institution ~~covenants~~for ~~related to~~ the ~~operation~~purposes of ~~MIC~~the ~~Hawaii~~Banking ~~and~~Act ~~its~~1959 ~~subsidiaries~~(Commonwealth ~~prior to the consummation~~ of ~~the~~Australia) ~~Merger.~~and ~~The~~its ~~Merger~~obligations ~~Agreement~~do ~~contains~~not arepresent ~~customary~~deposits ~~“no-shop”~~or ~~provision that restricts the Company’s ability to, among~~ other ~~things,~~liabilities ~~solicit~~of ~~alternative~~Macquarie ~~transaction~~Bank ~~proposals~~Limited ~~from~~ABN ~~third~~46 ~~parties~~008 ~~and~~583 ~~provide~~542 ~~material~~(MBL). ~~non-public~~MBL ~~information to~~does ~~and~~not ~~engage~~guarantee ~~in discussions~~ or ~~negotiations~~otherwise with third parties regarding alternative transaction proposals. The “no-shop” provision also allows the Company, under certain circumstances and in compliance with certain obligations set forth in the Merger Agreement, to provide ~~non-public~~assurance ~~information and engage~~ in ~~discussions and negotiations with~~ respect toof anthe ~~unsolicited~~obligations ~~alternative~~of ~~transaction~~Macquarie ~~proposal that~~Infrastructure ~~constitutes or could reasonably be expected to lead to a superior alternative transaction proposal~~Corporation.

~~The~~Item Merger Agreement contains certain termination rights, including (i) the right of either party to terminate the Merger Agreement if the Merger is not consummated on or before December 14, 2022 (the “End Date”) (subject to certain limitations), which date may be extended by the Company (or, following completion of the Reorganization, MIH) or Parent to June 14, 2023 if the required regulatory approvals are not obtained by the original End Date but all other conditions to closing are satisfied, (ii) the right of either party to terminate if a governmental authority has issued a final and nonappealable order prohibiting or enjoining the transaction (subject to certain limitations), (iii) the right of either party to terminate if the other party breaches its representations, warranties, covenants or agreements contained in the Merger Agreement to such an extent that the conditions to consummation of the Merger would not be satisfied or are not curable or cured (subject to certain limitations) and (iv) the right of either party to terminate if the Company’s stockholders do not approve the Merger at a stockholders meeting for such purpose2.02 Results ~~In addition, the Company may terminate the Merger Agreement (x) prior to the approval~~ of ~~the~~Operations Merger by the Company’s stockholders, in order for MIH to enter concurrently into a definitive agreement with respect to a superior alternative transaction proposal received without breach of the Company’s “no-shop” obligations, subject to the Company having first complied with certain procedures specified in the Merger Agreement or (y) if Parent and ~~Merger~~Financial Sub do not consummate the Merger by the time they are required to do so under the terms of the Merger Agreement, MIH notifies Parent that the conditions to closing are satisfied or waived and it is ready, willing and able to close and Parent fails to close within three business days after such notice is deliveredCondition. Additionally, Parent may terminate the Merger Agreement if the board of directors of the Company withdraws or adversely modifies its recommendation that the Company’s stockholders vote in favor of approving the Merger Agreement.

~~MIH~~Attached ~~will~~as beExhibit ~~obligated~~99.1 tohereto ~~pay to~~is ~~Parent~~ a ~~termination~~press ~~fee~~release ~~equal~~issued toAugust ~~$13~~3,~~632,573~~ if2021 ~~the Merger Agreement is terminated (i)~~ by ~~Parent~~Macquarie ~~because~~Infrastructure ~~the~~Corporation ~~board~~regarding ~~of directors of the Company withdraws or adversely modifies~~ its ~~recommendation~~financial ~~that~~results ~~the Company’s stockholders vote in favor of approving the Merger Agreement, (ii) by MIH in order~~ for the ~~Company~~quarter toended ~~enter~~June ~~into a definitive agreement with respect to a superior alternative transaction proposal received without breach of the Company’s “no-shop” obligations~~30, or (iii) if (x) prior to the date of the stockholders’ meeting, an alternative transaction proposal has been publicly made to MIH or its stockholders generally and is not publicly withdrawn, (y) the Merger Agreement has been terminated by Parent or MIH due to the Company’s failure to obtain stockholder approval of the Merger and (z) MIH enters into a definitive agreement to consummate such alternative transaction proposal within six months following such termination, and subsequently consummates the transactions contemplated thereby2021.

~~Parent~~The ~~will~~information befurnished ~~obligated to~~pursuant ~~pay~~ to ~~MIH~~this aItem ~~termination~~2.02, ~~fee~~including ~~equal~~Exhibit ~~to $22~~99.1,~~720,955~~ ~~if the Merger Agreement~~ is ~~terminated~~deemed (i) by Parent or MIH because a governmental entity has enacted any law or final non-appealable order in connection with any required regulatory approval that restrains, enjoins or otherwise prohibits or makes illegal the transactions contemplated by the Merger Agreement and the law or order that gives rise to ~~such~~be ~~termination~~furnished ~~arises in connection with the HSR, CFIUS~~ and ~~HPUC~~not ~~approvals,~~filed ~~(ii) by~~for ~~MIH~~purposes ~~because Parent or Merger Sub breaches the regulatory approvals covenant to such an extent that the conditions to the consummation~~ of ~~the Merger~~Section ~~would~~18 ~~not be satisfied or are not curable or cured, (iii) by Parent or MIH because the Merger is not consummated by the End Date and any~~ of the ~~mutual~~Securities ~~conditions~~Exchange orAct ~~the regulatory approvals condition tied to a Burdensome Condition (as defined in the Merger Agreement) in favor~~ of ~~Parent are not satisfied~~1934, ~~and,~~as inamended ~~each case described in~~ (the ~~foregoing~~“Exchange ~~clauses (i~~Act”) ~~through (iii) all non-regulatory approvals-related conditions must be satisfied~~, ~~other~~is ~~than those conditions that are~~ not ~~satisfied~~otherwise ~~due to~~subject ~~Parent’s breach. In addition, Parent will be obligated~~ to ~~pay MIH~~ the ~~termination~~liabilities ~~fee~~of ifthat ~~the~~Section ~~Merger~~and ~~Agreement~~ is ~~terminated by the Company because Parent and Merger Sub do~~ not ~~consummate~~incorporated ~~the Merger~~ by ~~the~~reference ~~time~~into ~~they~~any ~~are~~filing ~~required to do so~~ under the ~~terms~~Securities Act of ~~the~~ ~~Merger Agreement~~1933, ~~MIH~~as ~~notifies~~amended, ~~Parent~~or ~~that~~ the ~~conditions~~Exchange ~~to closing are satisfied or waived and it is ready, willing and able to close and Parent fails to close within three business days after such notice is delivered~~Act.

~~The~~Item ~~foregoing~~9.01 Financial ~~description of~~Statements ~~the Merger Agreement~~ and the transactions contemplated thereby does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed and attached hereto as Exhibit 2Exhibits.~~1 and incorporated by reference herein.~~

The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.(d) Exhibits

Disposition Agreement Amendment


99.1						Press release
101.INS						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH						XBRL Taxonomy Extension Schema Document
101.LAB						XBRL Taxonomy Extension Label Linkbase Document
101.PRE						XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (embedded within Inline XBRL document)

In connection with the execution of the Merger Agreement, and in order to provide Parent with the fixed amount of the Disposition Payment (as defined in the Disposition Agreement) payable to the Manager with respect to the Merger, on June 14, 2021, the Company, its subsidiary MIC Ohana Corporation (“MIC Ohana”), MIH and Macquarie Infrastructure Management (USA) Inc. (the “Manager”) entered into an amendment (the “Amendment”) to the Disposition Agreement, dated as of October 30, 2019, among the Company, MIC Ohana and the Manager. The Amendment adds MIH as a party to the Disposition Agreement and provides that the Disposition Payment payable to the Manager with respect to the AA Transaction will be $228,550,625 million and the Disposition Payment payable to the Manager with respect to the Merger will be $56,718,039 million (which amount includes the Waived Fees (as defined in the Disposition Agreement)). These amounts were calculated in accordance with the Disposition Agreement dated as of October 30, 2019, do not include the $25 million additional payment to the Manager if the final sale of the Company occurs on or prior to July 1, 2022 and assume closing dates of October 31, 2021 for the AA Transaction and March 31, 2022 for the Merger, which represent the Company’s current reasonable expectation as to anticipated closing dates. The Amendment also provides that the Disposition Payments with respect to the AA Transaction and the Merger will be paid concurrently with the relevant transaction closing, and that the Company’s management services agreement with the Manager will terminate concurrent with the closing of the Merger and payment of all amounts payable to the Manager under the Disposition Agreement.SIGNATURES

~~The foregoing~~Pursuant ~~description~~to of the ~~Amendment~~requirements ~~does~~of ~~not~~the ~~purport~~Securities toExchange beAct aof ~~complete~~1934, ~~description~~the ~~and~~registrant ishas ~~qualified~~duly incaused ~~its~~this ~~entirety~~report ~~by reference~~ to ~~the~~ ~~full~~be ~~text~~signed ofon ~~the~~its ~~Amendment,~~behalf ~~which~~by isthe ~~filed~~undersigned ~~and~~hereunto ~~attached~~duly ~~hereto as Exhibit 10~~authorized.~~1 and incorporated by reference herein.~~

Item 7.01. Regulation FD.


	MACQUARIE INFRASTRUCTURE CORPORATION

Date: August 3, 2021	By:	/s/ Christopher Frost
		Name: Christopher Frost Title: Chief Executive Officer

On June 14, 2021, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This information provided under Section 7.01 is deemed to be furnished and not filed for purposes of Section 18 of the Exchange Act, is not otherwise subject to the liabilities of that section and is not incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended.

Important Information For Investors And Stockholders

In connection with the proposed transaction, the Company intends to file a proxy statement with the Securities and Exchange Commission (“SEC”), the definitive version of which will be mailed to stockholders of the Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the proxy statement and other documents filed with the SEC by the Company through the website maintained by the SEC at https://www.sec.gov. Copies of the documents filed with the SEC by the Company will also be available free of charge on the Company website at www.macquarie.com/mic or by writing to us at 125 West 55th Street, New York, New York 10019, United States of America, Attention: Investor Relations.

Certain Information Regarding Participants

The Company and its directors and executive officers may be considered participants in the solicitation of proxies in connection with the merger. Information about the directors and executive officers of the Company is set forth in its Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 17, 2021, and its definitive proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 29, 2021. Other information regarding the participants of the Company in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the transaction when they become available.

Disclaimer on Forward Looking Statements

This communication contains forward-looking statements. The Company may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially” or “may” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements include, among others, those concerning the Company’s expected financial performance and strategic and operational plans, statements regarding sales of the Company’s operating businesses (including the Company’s proposed reorganization), the ability to complete such sales and the anticipated uses of any proceeds therefrom, statements regarding the anticipated specific and overall impacts of the COVID-19 pandemic, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements in this communication are subject to a number of risks and uncertainties, some of which are beyond the Company’s control, including, among other things: changes in general economic or business conditions; the ongoing impact of the COVID-19 pandemic; the Company’s ability to complete the sale of the Company or its operating businesses on favorable terms; the Company’s ability to service, comply with the terms of and refinance debt; its ability to retain or replace qualified employees; in the absence of a sale or sales of its businesses, its ability to complete growth projects, deploy growth capital and manage growth, make and finance future acquisitions and implement its strategy; the regulatory environment; demographic trends; the political environment; the economy, tourism, construction and transportation costs; air travel; environmental costs and risks; fuel and gas and other commodity costs; the Company’s ability to recover increases in costs from customers; cybersecurity risks; work interruptions or other labor stoppages; risks associated with acquisitions or dispositions; litigation risks; reliance on sole or limited source suppliers, risks or conflicts of interests involving the Company’s relationship with the Macquarie Group; and changes in U.S. federal tax law. These and other risks and uncertainties are described under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its other reports filed from time to time with the SEC.

The Company’s actual results, performance, prospects, or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which the Company is not currently aware could also cause its actual results to differ. In light of these risks, uncertainties, and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this communication may not occur. These forward-looking statements are made as of the date of this communication. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Item	Description
2.1*	Merger Agreement dated June 14, 2021 by and among AMF Hawaii Holdings, LLC, AMF Hawaii Merger Sub, LLC, Macquarie Infrastructure Corporation and Macquarie Infrastructure Holdings, LLC.
10.1	Amendment to Disposition Agreement, dated June 14, 2021, by and among Macquarie Infrastructure Corporation, MIC Ohana Corporation, Macquarie Infrastructure Holdings, LLC and Macquarie Infrastructure Management (USA) Inc.
99.1	Press Release dated June 14, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The schedules and exhibits to the Merger Agreement have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish copies to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Dated: June 14, 2021
	MACQUARIE INFRASTRUCTURE CORPORATION
	By:	/s/ Christopher Frost
		Name: Christopher Frost
		Title: Chief Executive Officer

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