M&A: TORTOISE ENERGY INFRASTRUCTURE CORP

Form Type: CORRESP

Filing Date: 2024-11-05

Corporate Action: Merger

Type: Update

Accession Number: 000121390024094341

Comments: On November 5, 2024, Tortoise Energy Infrastructure Corporation submitted a correspondence letter to the U.S. Securities and Exchange Commission, addressing comments regarding Pre-Effective Amendment No. 2 of its Registration Statement on Form N-14, filed in relation to the proposed merger with Tortoise Midstream Energy Fund, Inc. The letter clarified details regarding the issuance of common stock in the merger and confirmed that the preferred shares issued will have terms equivalent to those of the exchanged Target Fund shares. Additionally, the correspondence responded to several comments related to financial disclosures and expense calculations in the Joint Proxy Statement/Prospectus, including the adjustment of management fee presentations and removal of specific financial references. An updated Pre-Effective Amendment No. 3 was filed concurrently to address the SEC staff's comments and provide revisions to exhibits as required.

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Form Type: CORRESP

Filing Date: 2024-10-29

Corporate Action: Merger

Type: Update

Accession Number: 000121390024091365

Comments: This filing is a response to comments from the SEC regarding the Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-14 relating to the proposed merger of Tortoise Midstream Energy Fund, Inc. with a wholly-owned subsidiary of Tortoise Energy Infrastructure Corporation. The letter details the SEC staff's comments on preferred stockholder approvals, funding explanations for the preferred stock issuance, and clarifications regarding various tables and disclosures in the Joint Proxy Statement/Prospectus. The Registrant emphasized that preferred stockholders would receive shares with similar terms and that their approval is not needed for the preferred stock issuance because the TYG charter allows such issuance without a stockholder vote. The communication also confirms the accuracy of disclosures regarding capitalizations, risks, and financial highlights, alongside updates made in response to SEC requests, such as moving tables for better clarity and confirming capital loss carryforwards.

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Form Type: CORRESP

Filing Date: 2024-10-22

Corporate Action: Merger

Type: Update

Accession Number: 000121390024089519

Comments: The document details the Merger of Tortoise Midstream Energy Fund, Inc. with a wholly-owned subsidiary of Tortoise Energy Infrastructure Corp. The Registrant is responding to comments from the SEC regarding the Registration Statement on Form N-14 filed earlier, which relates to the issuance of common stock for the Merger. The letter outlines multiple comments made by the SEC staff regarding the disclosure in the Joint Proxy Statement/Prospectus, including clarifications on shareholder meetings, voting thresholds, revenue expectations, and the tax treatment of the Merger. It also discusses the unanimous approval by the Boards of the Funds for the Merger. Relevant changes include provisions for the filing of completed proxy cards and detailed responses to various inquiries about the potential financial impacts of the Merger on stockholders. Furthermore, it addresses concerns about capital loss carry-forwards and the effects of the Merger on common and preferred stockholders.

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Form Type: N-14 8C/A

Filing Date: 2024-10-21

Corporate Action: Merger

Type: Update

Accession Number: 000121390024089083

Comments: Tortoise Energy Infrastructure Corp filed an N-14 8C/A registration statement to inform stockholders about an important upcoming joint special meeting regarding the merger of Tortoise Midstream Energy Fund and Tortoise Energy Infrastructure Corporation. The proposed merger involves merging the Target Fund into a wholly-owned subsidiary of the Acquiring Fund, with stockholders asked to approve this merger and the issuance of Acquiring Fund common stock. The Boards of both Funds unanimously recommend approval of the proposals as they believe it will enhance stockholder value by potentially increasing net earnings and distributions, narrowing discounts to net asset value, and ensuring continued investment focus and management. Relevant documents and materials regarding the merger are provided to stockholders. The meeting is scheduled for November 18, 2024, and participation through proxy voting is encouraged.

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Form Type: N-14 8C

Filing Date: 2024-09-06

Corporate Action: Merger

Type: New

Accession Number: 000121390024076595

Comments: On September 6, 2024, Tortoise Energy Infrastructure Corporation filed a Joint Proxy Statement/Prospectus seeking stockholder approval for a merger with Tortoise Midstream Energy Fund, Inc., referred to as the Target Fund. The merger proposal will be voted on at a joint special meeting scheduled for November 18, 2024. It is designed to approve the merger of the Target Fund into a wholly-owned subsidiary of Tortoise Energy Infrastructure Corporation, as well as the issuance of common stock in connection with the merger. The Boards of both Funds have unanimously recommended that stockholders vote in favor of the merger, citing potential benefits such as increased earnings, reduced fees, and enhanced market liquidity. The proposal indicates that if approved, stockholders will receive shares in the Acquiring Fund representing the value of their holdings in the Target Fund, and the merger is expected to be completed in the fourth quarter of 2024.

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