Tortoise Energy Infrastructure Corp SC TO-I, filed Oct 3, 2022

Tortoise Energy Infrastructure Corp (TYG)

SC TO-I 2022-10-03

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Added on October 21, 2026

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	(a)(1)(i)			Letter to Shareholders from the Chief Executive Officer of the Fund and Offer to Purchase.
	(a)(1)(ii)			Letter of Transmittal.
	(a)(1)(iii)			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(iv)			Letter to Clients and Client Instruction Form.
	(a)(1)(v)			Notice of Guaranteed Delivery.
	(a)(1)(vi)			Not applicable.
	(a)(2)			Not applicable.
	(a)(3)			Not applicable.
	(a)(4)			Not applicable.
	(a)(5)(i)			Press Release dated August 23, 2022.(1)
	(a)(5)(ii)			Press Release dated October 3, 2022.
	(b)(1)(i)			Amended and Restated Credit Agreement with U.S. Bank.(2)
	(b)(1)(ii)			First Amendment to U.S. Bank Credit Agreement.(2)
	(b)(1)(iii)			Second Amendment to U.S. Bank Credit Agreement.(3)
	(b)(1)(iv)			Third Amendment to U.S. Bank Credit Agreement.(4)
	(b)(1)(v)			Fourth Amendment to U.S. Bank Credit Agreement.(5)
	(b)(1)(vi)			Fifth Amendment to U.S. Bank Credit Agreement.(5)
	(b)(1)(vii)			Sixth Amendment to U.S. Bank Credit Agreement.
	(d)(1)			Depositary and Information Agent Agreement between the Fund and Computershare Trust Company, N.A., Computershare, Inc. and Georgeson LLC.
	(g)			Not applicable.
	(h)			Not applicable.
	107			Calculation of Filing Fees

				By:
				Name:			P. Bradley Adams
				Title:			Chief Executive Officer

	EXHIBIT			DESCRIPTION
	(a)(1)(i)			Letter to Shareholders from the Chief Executive Officer of the Fund and Offer to Purchase.
	(a)(1)(ii)			Letter of Transmittal.
	(a)(l)(iii)			Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	(a)(1)(iv)			Letter to Clients and Client Instruction Form.
	(a)(1)(v)			Notice of Guaranteed Delivery.
	(a)(5)(i)			Press Release dated August 23, 2022.
	(a)(5)(ii)			Press Release dated October 3, 2022.
	(b)(1)(i)			Amended and Restated Credit Agreement with U.S. Bank.
	(b)(1)(ii)			First Amendment to U.S. Bank Credit Agreement.
	(b)(1)(iii)			Second Amendment to U.S. Bank Credit Agreement.
	(b)(1)(iv)			Third Amendment to U.S. Bank Credit Agreement.
	(b)(1)(v)			Fourth Amendment to U.S. Bank Credit Agreement.
	(b)(1)(vi)			Fifth Amendment to U.S. Bank Credit Agreement.
	(b)(1)(vii)			Sixth Amendment to U.S. Bank Credit Agreement.
	(d)(1)			Depositary and Information Agent Agreement between the Fund and Computershare Trust Company, N.A., Computershare, Inc. and Georgeson LLC.
	107			Calculation of Filing Fees

Section	Page
Summary Term Sheet		ii
1. Number of Shares		1
2. Price		1
3. Purpose of the Offer		1
4. Effect of the Offer; Source and Amount of Funds		2
5. Procedure for Tendering Shares		3
6. Withdrawal or Modification of Tender of Shares for Purchase		4
7. Acceptance for Payment and Payment		5
8. Certain Conditions of the Offer		6
9. NAV and Market Price		6
10. Information with Respect to the Fund and the Fund’s Investment Manager		7
11. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares		7
12. Certain Fees and Expenses		8
13. Miscellaneous		8
14. Extension of Tender Period; Termination; Amendments		9
15. Certain Federal Income Tax Consequences		9

	SECURITIES SOUGHT:			Up to 5% of the outstanding shares of common stock of the Fund
	PRICE OFFERED PER SHARE:			98% of the net asset value (“NAV”) of the shares of the Fund’s common stock
	SCHEDULED EXPIRATION TIME & DATE:			November 1, 2022 at 5:00 PM New York City Time
	PURCHASER:			Tortoise Energy Infrastructure Corporation

	NAV						Market Price*
	High			Low			High			Low
September 1, 2020 to November 30, 2020		$	26.43		$	19.29		$	20.05		$	14.35
December 1, 2020 to February 28, 2021		$	31.66		$	25.16		$	24.63		$	19.35
March 1, 2021 to May 31, 2021		$	35.55		$	30.19		$	27.50		$	23.10
June 1, 2021 to August 31, 2021		$	38.41		$	32.49		$	30.81		$	25.32
September 1, 2021 to November 30, 2021		$	39.00		$	32.60		$	31.15		$	26.02
December 1, 2021 to February 28, 2022		$	37.87		$	33.87		$	31.47		$	26.12
March 1, 2022 to May 31, 2022		$	43.47		$	37.95		$	36.56		$	30.03
June 1, 2022 to August 31, 2022		$	43.87		$	34.31		$	36.15		$	27.57

	By First Class Mail:			By Registered, Certified, Express Mail or Overnight Courier:
	Computershare Shareholder Services, Inc. Attn: Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011			Computershare Shareholder Services, Inc. Attn: Voluntary Corporate Actions Suite V 150 Royall Street Canton, MA 02021

	By First Class Mail:			By Registered, Certified or Express Mail or Overnight Courier:
	Computershare Shareholder Services, Inc. Attn: Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011			Computershare Shareholder Services, Inc. Attn: Voluntary Corporate Actions 150 Royall Street Suite V Canton, MA 02021

		SPECIAL PAYMENT INSTRUCTIONS (See Instruction 8)
		To be completed ONLY if certificates for Shares not tendered or not purchased are to be issued in the name of and sent to someone other than the undersigned.
		Issue Certificate to:
		Name: (Please Print)
		Address: (City, State, Zip Code)
		(Complete Substitute Form W-9)
		(Tax Identification (Social Security) Number)

		SPECIAL DELIVERY INSTRUCTIONS (See Instruction 8)
		To be completed ONLY if certificates for Shares not tendered or not purchased are to be issued in the name of the undersigned, but sent to someone other than the undersigned or to the undersigned at an address other than that shown above.
		Mail Certificate to:
		Name: (Please Print)
		Address: (City, State, Zip Code)

		SIGN HERE (IMPORTANT: COMPLETE AND SIGN THE SUBSTITUTE FORM W-9 HEREIN) (Signature(s) of Stockholder(s))
		Dated:
		(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 5.)
		(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the Shares or on a security position listing or by person(s) authorized to become registered holder(s) by certificate(s) and documents transmitted herewith. If signature is by attorney-in-fact, executor, administrator, trustee, guardian, agent, officer of a corporation or another person acting in a fiduciary or representative capacity, please provide the following information. See Instruction 6.)
		Name(s)
		(Please Print)
		Capacity (Full Title)
		Address
		CityStateZip Code
		Area Code and Telephone Number
		Employer Identification or Social Security Number
		GUARANTEE OF SIGNATURE(S) (See Instructions 1 and 6)
		Authorized Signature(s)
		Name: (Please Print)
		Name of Firm
		Address
		City State Zip Code
		Dated:

		AGGREGATE NUMBER OF SHARES TO BE TENDERED:
		Shares
		Enter number of Shares to be tendered.

		Number of Shares Tendered:
		Certificate Nos. (if available):
		If Shares will be tendered by book-entry transfer, check box:
		☐ The Depository Trust Company
		Account Number:
		Name(s) of Record Holder(s):
		Address:
		Area Code and Telephone Number:
		Taxpayer Identification (Social Security) Number:
		The undersigned also tenders all uncertificated Shares that may be held in the name of the registered holder(s) by the Fund’s transfer agent pursuant to the Fund’s dividend reinvestment plan:
		Yes No
		(Note: If neither of these boxes is checked, any such uncertificated Shares will not be tendered.)
		Dated:			Signature(s)

		GUARANTEE
		The undersigned, a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office, branch, or agency in the United States, hereby (a) guarantees to deliver to the Depositary certificates representing the Shares tendered hereby, in proper form for transfer (or tender shares pursuant to the procedures for book-entry transfer) into the Depositary’s account at The Depositary Trust Company, together with (i) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees and (ii) other required documents, within two business days after the Expiration Date of the Offer, and (b) represents that such tender of Shares complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended. Participants should notify the Depositary prior to covering through the submission of a physical security directly to the Depositary based on a guaranteed delivery that was submitted via DTC’s PTOP platform.
		Name of Firm:			(Authorized Signature)
		Address:			Name: (Please Print)
		City State Zip Code			Title:
		Area Code and Tel. No.			Dated:
		DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. YOUR SHARE CERTIFICATES MUST BE SENT WITH THE LETTER OF TRANSMITTAL.

Fund	Tender Offer Amount
TYG	Up to 5% or 596,395 of its outstanding common shares
NTG	Up to 5% or 282,149 of its outstanding common shares
TTP	Up to 5% or 111,388 of its outstanding common shares
NDP	Up to 5% or 92,299 of its outstanding common shares
TPZ	Up to 5% or 326,324 of its outstanding common shares

	Revolving Credit
	Loan	Swingline
Bank	Commitment	Loan	Bank’s Total	Bank’s Pro-Rata
	Amount	Commitment	Commitment	Percentage
		Amount*	Amount
U.S. Bank	$41,538,461.54	$10,000,000	$41,538,461.54	46.153846153846
National Association
The Bank of Nova	$26,307,692.31	0	$26,307,692.31	29.230769230769
Scotia
Bank of America,	$22,153,846.15	0	$22,153,846.15	24.615384615385
N.A.
TOTALS:	$90,000,000.00	$10,000,000	$90,000,000.00	100.000000000000

	TORTOISE ENERGY INFRASTRUCTURE CORPORATION,
	the Borrower

	By:
		Name: P. Bradley Adams
		Title: Chief Executive Officer

	U.S. BANK NATIONAL ASSOCIATION,
	as Agent and as a Bank

	By:
		Name:
		Title:

	THE BANK OF NOVA SCOTIA,
	as a Bank

	By:
		Name:
		Title:

	BANK OF AMERICA, N.A.,
	as a Bank

	By:
		Name:
		Title:

Tortoise Energy Infrastructure Corp.

By:

Name:	P. Bradley Adams

Title:	Chief Executive Officer

COMPUTERSHARE TRUST COMPANY, N.A., and
COMPUTERSHARE INC.,

On behalf of both entities

By:

Name:

Title:

GEORGESON LLC

By:

Name:

Title:

Client Name:	Tortoise Energy Infrastructure Corp

Tax ID/EIN:	20-0384222

Issue Description/Type:	C-Corporation

CUSIP Number(s):	89147L886

Reporting Box for 1099-INT:

Reporting Box for 1099-OID:

Reporting Box for 1099-MISC:

	a) Name Change?	Yes ¨ No x
	b) Tax Id Number Change?	Yes ¨ No x
	c) CUSIP Number Change?	Yes ¨ No x
	d) Cash Liquidating Distribution	Yes ¨ No x
	e) Non-Cash Liquidating Distribution	Yes ¨ No x
	f) Sale of Rights payment	Yes ¨ No x

Depository Services
Event Management	$52,500.00
Per Fund/CUSIP (First CUSIP is included in above Event Management fee)	$10,000.00
Per Tender processed	$15.00
Per Eligible Account (Registered)	$5.00
Per Payment (Registered)	$4.00
Per Account – Tax Servicing (Registered)	$2.50
Per Special Handling Presentation	By appraisal
Per Guarantee of Delivery or withdrawal	$20.00
Calculating pro-rata items, each	$5.00
Per extension or subsequent offering period, if applicable	$2,500.00
Tax Administration	$2,500.00
Expiration other than 5pm EST	$5,000.00
Information Agent Services
Base Services (per fund)	$3,000.00
Dedicated Toll-Free Number, Call Center Staffing and Training	$1,500.00
Outbound communications to Registered/Retail Holders	$6.50/call
Inbound communications to call center	$2.75/minute
Per extension or subsequent offering period, if applicable	$2,000.00
Directory assistance (if required)	$0.67 per account
Mobile Phone upcharge	$1.50 per number

	§	Advance review of Offer documents

	§	Strategic advice relating to the Offer

	§	Coordination of tombstone advertisement placement in newspapers

	§	(cost for advertisement additional and dependent upon newspaper and size of advertisement)

	§	Dissemination of Offer documents to bank and broker community

	§	Communication with bank and broker community during Offer period

	§	Outreach to Professional Investors

	§	Communication with Depositary Agent to monitor progress of the offer

	§	Provide progress updates to the advisory team

	§	Project management fee include pre-launch and ongoing services related to the event, for up to 30 business days. Any application of an additional extension fee will apply for each subsequent two week extension period or any part thereof, of the offer, commencing immediately following the original offer period.

	§	Fee schedule assumes the use of Computershare’s standard legal agreement and Letter of Transmittal