UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 8, 2015

MACQUARIE INFRASTRUCTURE COMPANY LLC

(Exact name of registrant as specified in its charter)

125 West 55^th Street

New York, NY 10019

(Address of Principal Executive Offices/Zip Code)

(212) 231-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On May 8, 2015, ITT Holdings LLC (“ITT LLC”), a wholly owned direct subsidiary of IMTT Holdings LLC and a wholly owned indirect subsidiary of Macquarie Infrastructure Company LLC (the “Company”) executed a Credit Agreement, to be dated as of May 21, 2015 (the “Credit Agreement”), among ITT LLC, IMTT - Quebec Inc. and IMTT - NTL, Ltd. as Canadian borrowers, SunTrust Bank as administrative agent and the lenders party thereto.

The Credit Agreement provides for (a) a $550 million revolving credit facility to be made available to ITT LLC, (b) the Canadian dollar equivalent of a $50 million revolving credit facility to be made available to the Canadian borrowers and (c) a $509.0 million bond purchase facility to be made available to ITT LLC. In addition, ITT LLC entered into a Note Purchase Agreement for the issuance of $325 million aggregate principal amount of 3.92% Guaranteed Senior Notes, Series A due 2025 (the “Series A Notes”) and $275 million aggregate principal amount of 4.02% of Guaranteed Senior Notes, Series B due 2027 (the “Series B Notes” and, together with the Series A Notes, the “Notes”). Proceeds of the Notes issuance and the revolving credit facility borrowings will be used (i) to repay all amounts under that certain Revolving Credit Agreement, dated as of February 15, 2013, among International – Matex Tank Terminals, IMTT – Bayonne, IMTT – Quebec Inc. and IMTT – NTL, Ltd. as Canadian borrowers, Suntrust Bank as administrative agent and the lenders party thereto (the “Existing IMTT Credit Agreement”) and (ii) to finance working capital needs, capital expenditures, acquisitions, dividends and distributions and for other general corporate purposes of the borrowers and their subsidiaries. Proceeds of borrowings under the bond purchase facility will be used to fund the purchase of approximately $509 million of IMTT’s outstanding Gulf Opportunity Zone Bonds (“GO Zone Bonds”) and New Jersey Economic Development Authority Bonds (“NJ Bonds” and, together with the Go Zone Bonds, the “Tax Exempt Bonds”). The GO Zone Bonds will be reissued and sold to certain lenders under the Credit Agreement. The NJ Bonds will be refinanced with a new issuance of tax exempt bonds and sold to certain lenders under the Credit Agreement.

The effectiveness and funding of the Credit Agreement, issuance of the Notes and purchase, reissuance and refinance of the Tax Exempt Bonds are expected to occur on or about May 21, 2015 and are subject to receipt of customary closing documentation and other customary closing conditions. The effectiveness and funding of the Credit Agreement are also conditioned on the consummation of the Notes issuance and the Tax Exempt Bonds purchase, reissuance and refinance.

In the ordinary course of business, certain lenders under the Credit Agreement and their related entities have provided, and may in the future provide, investment banking and commercial banking or other financial services to the Company and/or its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

The material terms of the Credit Agreement and the Notes are summarized below:

The material terms of the tax exempt bonds to be reissued or newly issued are summarized below:

Louisiana Public Facilities Authority Bonds

New Jersey Economic Development Authority Bonds

The information described in Item 1.01 above is hereby incorporated by reference.

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.