UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT
COMPANIES
Investment Company Act file number 811-21462
Tortoise Energy Infrastructure Corporation
(Exact name
of registrant as specified in charter)
10801 Mastin Blvd., Suite 222, Overland Park, KS 66210
(Address of principal executive offices) (Zip code)
David J. Schulte
10801 Mastin Blvd., Suite 222, Overland Park, KS 66210
(Name and
address of agent for service)
913-981-1020
Registrant's telephone number, including area code
Date of fiscal year end: November 30
Date of reporting period: May 31, 2007
Item 1. Report to Stockholders.
Company at a
Glance
Tortoise Energy Infrastructure Corp. is a pioneering
closed-end investment company investing primarily in equity securities of Master Limited Partnerships (MLPs) operating energy
infrastructure assets.
Investment Goals: Yield, Growth and
Quality
We seek a high level of total return with an emphasis on
current dividends paid to stockholders.
In seeking to achieve yield, we target distributions
to our stockholders that are roughly equal to the underlying yield on a direct investment in MLPs. In order to accomplish this, we
maintain our strategy of investing primarily in energy infrastructure companies with attractive current yields and growth
potential.
Tortoise Energy achieves dividend growth as revenues
of our underlying companies grow with the economy, with the population and through rate increases. This revenue growth leads to
increased operating profits, and when combined with internal expansion projects and acquisitions, is expected to provide attractive
growth in distributions to Tortoise Energy. We also seek dividend growth through capital market strategies involving timely debt and
equity offerings by Tortoise Energy that are primarily invested in MLP issuer direct placements.
We seek to achieve quality by investing in companies
operating infrastructure assets that are critical to the U.S. economy. Often these assets would be difficult to replicate. We also back
experienced management teams with successful track records. By investing in Tortoise Energy, our stockholders have access to a
portfolio that is diversified through geographic regions and across product lines, including natural gas, natural gas liquids, crude
oil and refined products.
About Master Limited Partnerships
MLPs are limited partnerships whose units trade on public
exchanges such as the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX) and NASDAQ. Buying MLP units makes an investor
a limited partner in the MLP. There are currently more than 60 MLPs in the market, mostly in industries related to energy and natural
resources.
Tortoise Energy invests primarily in MLPs and their
affiliates in the energy infrastructure sector. Energy infrastructure MLPs are engaged in the transportation, storage and processing of
crude oil, natural gas and refined products from production points to the end users. Our investments are primarily in mid-stream
(mostly pipeline) operations, which typically produce steady cash flows with less exposure to commodity prices than many alternative
investments in the broader energy industry. With the growth potential of this sector along with our disciplined investment approach, we
endeavor to generate a predictable and increasing dividend stream for our investors.
A Tortoise Energy Investment Versus a Direct Investment
in MLPs
Tortoise Energy seeks to provide its stockholders with an
efficient alternative to investing directly in MLPs and their affiliates. A direct MLP investment potentially offers an attractive
distribution with a significant portion treated as return of capital, and a historically low correlation to returns on stocks and
bonds. However, the tax characteristics of a direct MLP investment are generally undesirable for tax-exempt investors such as
retirement plans. Tortoise Energy is structured as a C Corporation accruing federal and state income taxes, based on taxable
earnings and profits. Because of this innovative structure, pioneered by Tortoise Capital Advisors, institutions and retirement
accounts are able to join individual stockholders as investors in MLPs.
Additional features of Tortoise Energy
include:
One Form 1099 per stockholder at the end of the year, thus avoiding
multiple K-1s and multiple state filings for individual partnership investments;
A professional management team, with nearly 100 years combined investment
experience, to select and manage the portfolio on your behalf;
The ability to access investment grade credit markets to enhance the
dividend rate; and
Access to direct placements and other investments not available through the
public markets.
July 13, 2007
Dear Fellow Stockholders,
Thank you for your investment in Tortoise Energy
Infrastructure Corp. (Tortoise Energy).
Performance Review
For the six month period ended May 31, 2007, an investment
in Tortoise Energy returned 20 percent based on market value, including the reinvestment of dividends. On May 14, 2007, we declared a
quarterly dividend of $0.545 per share, our tenth consecutive dividend increase since full investment of the initial public offering
proceeds. This is an annualized dividend of $2.18, and a 9 percent increase over the dividend paid in the same quarter of the prior
year and an approximately one percent increase over the dividend paid in the prior quarter. This dividend represents an annualized
yield of 5.2 percent based on the closing price of $42.12 on May 31, 2007. We expect that a significant portion of this dividend will
be treated as return of capital for income tax purposes, although the ultimate determination of its character will not be made until
after our year-end.
We maintain our expectation that long-term dividend growth
will be approximately 4 percent on an annualized basis.
Investment Review
In the second quarter of 2007, Tortoise Energy helped
finance energy infrastructure MLP growth projects and acquisitions through the completion of five direct placement investments totaling
$80 million. In March, we acquired $5 million of subordinated units of Crosstex Energy, L.P. In April, we acquired $50 million of
common units of Enbridge Energy Partners, L.P., $15 million of common units of Magellan Midstream Holdings, L.P. and $4 million of
common units of MarkWest Energy Partners, L.P. In May, we acquired $6 million of common units of Global Partners, L.P. We financed
these investments primarily through increased leverage and a common stock offering in March of this year.
Investment transactions subsequent to the end of the
quarter included a $3.8 million investment in the initial public offering of Spectra Energy Partners, L.P. and direct placements with
DCP Midstream Partners, L.P. in the amount of $17.5 million and Plains All American Pipeline, L.P. in the amount of $7 million. While
direct placements offer MLPs an efficient source of capital, Tortoise Energy stockholders can earn accretive returns through the
purchase of discounted MLP securities.
U.S. Master Limited Partnership Overview and Investment
Outlook
Recent valuations in the MLP market reflect anticipated
growth, resulting in lower current yields on MLP investments. Increasingly, institutional investors are participating in direct
placement transactions which have become the primary method of raising capital for expansion projects and acquisitions. According to
Wachovia Securities,(1) institutional investors have absorbed more than 80
percent of this years 20 private placement offerings which raised approximately $6 billion.
Average MLP yields decreased to 5.4 percent on May 31, 2007
from 6.3 percent on Dec. 29, 2006.(2) In contrast,
the May 31, 2007 10-year U.S. treasury bond yield increased to 4.9 percent compared to 4.7 percent as of Dec.
31, 2006. These rising interest rates had a minimal impact on MLP performance. Year-to-date, the Wachovia MLP
Index total return through May 31, 2007 was 19.5 percent as compared to the FTSE NAREIT Equity REIT Index
return of 3.50 percent, the Dow Jones Utility Average Index return of 15.8 percent, and the S&P 500 Index
return of 7.9 percent. We believe MLPs remain very attractive relative to REITs and utilities.
2007 Semi-Annual Report 1
Public and private offerings to finance internal growth
projects, acquisition activity, and the emergence of oil and gas MLP initial public offerings contributed to the MLP market
capitalization increase to $122.4 billion as of April 11, 2007.(3)
The United States energy consumption is expected to grow by
1.1 percent over the next 25 years,(4) and we estimate that energy
infrastructure MLPs will spend around $22 billion on internal projects by 2010 to meet this demand.
In Closing
As pioneers in raising and investing capital in the energy
infrastructure sector, we believe we are in an advantageous position to react to todays dynamic MLP marketplace. As always, our
focus on yield, growth and quality will drive every investment decision we make.
Thank you for being our stockholders. Your long-term
investment in Tortoise Energy is appreciated.
Sincerely,
The Managing Directors
Tortoise Capital Advisors,
L.L.C.
|
|
|
|
|
H. Kevin Birzer |
|
Zachary A. Hamel |
|
Kenneth P. Malvey |
|
|
|
|
|
Terry Matlack |
|
David J. Schulte |
|
(1) Wachovia Capital Markets, LLC Equity Research
June 27, 2007
(2) Stifel Nicolaus MLP Weekly Monitor June 01, 2007
(3) Lehman Bros. MLP Quarterly Monitor Research Report April
2007
(4) Energy Information Administration Annual Energy Outlook
2007
...Steady Wins
2 Tortoise Energy Infrastructure Corp.
Summary
Financial Information (Unaudited)
|
Six Months Ended May 31, 2007 |
|
Market value per share |
$ |
42.12 |
|
Net asset value per share |
|
38.73 |
|
Total assets |
|
1,393,637,170 |
|
Total net assets |
|
724,194,401 |
|
Unrealized appreciation of investments (excluding interest |
|
|
|
rate swap contracts) before deferred taxes |
|
226,453,272 |
|
Unrealized appreciation of investments and interest |
|
|
|
rate swap contracts after deferred taxes |
|
142,579,250 |
|
Net investment loss |
|
(5,056,766 |
) |
Total realized gain after deferred taxes |
|
10,253,877 |
|
Total return (based on market value)(1) |
|
20.05 |
% |
Net operating expenses before leverage costs |
|
|
|
and taxes as a percent of average total assets(2) |
|
0.97 |
% |
Distributable cash flow as a percent of average net assets(3) |
|
6.43 |
% |
(1) See footnote 7
to the Financial Highlights on page 20 for further disclosure.
(2) Annualized.
Represents expenses after fee reimbursement.
(3) Annualized.
See Key Financial Data which illustrates the calculation of distributable cash flow.
Allocation of Portfolio
Assets
May 31, 2007 (Unaudited)
(Percentages based on total investment
portfolio)
2007 Semi-Annual Report 3
Key Financial Data (Unaudited)
(dollar amounts in thousands unless otherwise
indicated)
|
2006 |
|
|
Q2(1) |
|
Total
Distributions Received from Investments |
|
|
|
Distributions
received from master limited partnerships |
$ |
11,074 |
|
Dividends
paid in stock |
|
1,186 |
|
Dividends
from common stock |
|
32 |
|
Short-term
interest and dividend Income |
|
199 |
|
Total
from investments |
|
12,491 |
|
Operating
Expenses Before Leverage Costs and Current Taxes |
|
|
|
Advisory
fees, net of reimbursement |
|
1,550 |
|
Other
operating expenses |
|
310 |
|
|
|
1,860 |
|
Distributable
cash flow before leverage costs and current taxes |
|
10,631 |
|
Leverage
costs(2) |
|
2,723 |
|
Current
income tax expense |
|
137 |
|
Distributable
Cash Flow(3) |
$ |
7,771 |
|
Dividends
paid on common stock |
$ |
7,472 |
|
Dividends
paid on common stock per share |
|
0.500 |
|
Payout
percentage for period(4) |
|
96.2 |
% |
Total
assets, end of period |
|
758,684 |
|
Average
total assets during period(5) |
|
735,142 |
|
Leverage
(Tortoise Notes, Preferred Stock and short-term credit facility)(6) |
|
235,000 |
|
Leverage
as a percent of total assets |
|
31.0 |
% |
Unrealized
appreciation net of deferred taxes, end of period |
|
129,299 |
|
Net
assets, end of period |
|
432,077 |
|
Average
net assets during period(7) |
|
419,521 |
|
Net
asset value per common share |
|
28.91 |
|
Market
value per share |
|
28.75 |
|
Shares
outstanding |
|
14,944 |
|
Selected
Operating Ratios(8) |
|
|
|
As a
Percent of Average Total Assets |
|
|
|
Total
distributions received from investments |
|
6.74 |
% |
Operating
expenses before leverage costs and current taxes |
|
1.00 |
% |
Distributable
cash flow before leverage costs and current taxes |
|
5.74 |
% |
As a
Percent of Average Net Assets |
|
|
|
Distributable
cash flow(3) |
|
7.35 |
% |
|
|
|
|
(1) Q1 is the period from December through February. Q2 is the period from
March through May. Q3 is the period from June through August. Q4 is the period from September through November.
(2) Leverage costs
include interest expense, auction agent fees, interest rate swap expenses and preferred dividends.
(3) Net
investment income (loss), before income taxes on the Statement of Operations is adjusted as follows to reconcile to Distributable
Cash Flow (DCF): increased by the return of capital on MLP distributions and the value of paid-in-kind distributions; and decreased by
dividends to preferred stockholders, current taxes, and realized and unrealized gains (losses) on interest rate swap
settlements.
4 Tortoise Energy Infrastructure Corp.
2006 |
|
2007 |
|
Q3(1) |
|
Q4(1) |
|
Q1(1) |
|
Q2(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
11,715 |
|
$ |
12,595 |
|
$ |
14,075 |
|
$ |
16,056 |
|
|
1,689 |
|
|
1,745 |
|
|
1,801 |
|
|
2,802 |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
194 |
|
|
156 |
|
|
129 |
|
|
154 |
|
|
13,632 |
|
|
14,496 |
|
|
16,005 |
|
|
19,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,660 |
|
|
1,796 |
|
|
2,122 |
|
|
2,748 |
|
|
321 |
|
|
335 |
|
|
342 |
|
|
388 |
|
|
1,981 |
|
|
2,131 |
|
|
2,464 |
|
|
3,136 |
|
|
11,651 |
|
|
12,365 |
|
|
13,541 |
|
|
15,876 |
|
|
2,864 |
|
|
2,784 |
|
|
3,320 |
|
|
4,912 |
|
|
138 |
|
|
138 |
|
|
145 |
|
|
49 |
|
$ |
8,649 |
|
$ |
9,443 |
|
$ |
10,076 |
|
$ |
10,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,494 |
|
$ |
8,848 |
|
$ |
9,845 |
|
$ |
10,192 |
|
|
0.510 |
|
|
0.530 |
|
|
0.540 |
|
|
0.545 |
|
|
98.2 |
% |
|
93.7 |
% |
|
97.7 |
% |
|
93.4 |
% |
|
835,250 |
|
|
928,431 |
|
|
1,130,442 |
|
|
1,393,637 |
|
|
786,791 |
|
|
865,220 |
|
|
1,028,848 |
|
|
1,282,827 |
|
|
235,000 |
|
|
267,450 |
|
|
316,600 |
|
|
435,000 |
|
|
28.1 |
% |
|
28.8 |
% |
|
28.0 |
% |
|
31.2 |
% |
|
148,264 |
|
|
196,037 |
|
|
259,275 |
|
|
338,616 |
|
|
492,866 |
|
|
532,433 |
|
|
635,044 |
|
|
724,194 |
|
|
446,196 |
|
|
507,852 |
|
|
602,104 |
|
|
706,449 |
|
|
29.59 |
|
|
31.82 |
|
|
34.83 |
|
|
38.73 |
|
|
30.62 |
|
|
36.13 |
|
|
36.38 |
|
|
42.12 |
|
|
16,655 |
|
|
16,732 |
|
|
18,232 |
|
|
18,701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.87 |
% |
|
6.72 |
% |
|
6.31 |
% |
|
5.88 |
% |
|
1.00 |
% |
|
0.99 |
% |
|
0.97 |
% |
|
0.97 |
% |
|
5.87 |
% |
|
5.73 |
% |
|
5.34 |
% |
|
4.91 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
7.69 |
% |
|
7.46 |
% |
|
6.79 |
% |
|
6.13 |
% |
(4) Dividends paid as a percentage of
Distributable Cash Flow.
(5) Computed by
averaging month-end values within each period.
(6) There was no
outstanding balance on the short-term credit facility as of May 31, 2007.
(7) Computed by
averaging daily values for the period.
(8) Annualized for
periods less than one full year.
2007 Semi-Annual Report 5
Managements
Discussion
The information contained in this section should be read
in conjunction with our Financial Statements and the Notes thereto. In addition, this report contains certain forward-looking
statements. These statements include the plans and objectives of management for future operations and financial objectives and can be
identified by the use of forward-looking terminology such as may, will, expect, intend,
anticipate, estimate, or continue or the negative thereof or other variations thereon or comparable
terminology. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions.
Certain factors that could cause actual results and conditions to differ materially from those projected in these forward-looking
statements are set forth in the Risk Factors section of our public filings with the SEC.
Overview
Tortoise Energys goal is to provide a growing
dividend stream to our investors. We seek to provide our stockholders with an efficient vehicle to invest in the energy infrastructure
sector. While we are a registered investment company under the Investment Company Act of 1940, as amended (the 1940 Act),
we are not a regulated investment company for federal tax purposes. Our dividends do not generate unrelated business
taxable income (UBTI) and our stock may therefore be suitable for holding by pension funds, IRAs and mutual funds, as well as taxable
accounts.
We invest primarily in MLPs through private and public
market purchases. MLPs are publicly traded partnerships whose equity interests are traded in the form of units on public exchanges,
such as the NYSE. Our private purchases principally involve financing directly to an MLP through equity investments, which we refer to
as direct placements. MLPs typically use this financing to fund growth, acquisitions, recapitalizations, debt repayments and bridge
financings. We generally invest in companies that are publicly reporting, but for which a private financing offers advantages. These
direct placement opportunities generally arise from our long-term relationships with energy infrastructure MLPs and our expertise in
origination, structuring, diligence and investment oversight.
Critical Accounting Policies
The financial statements are based on the selection and
application of critical accounting policies, which require management to make significant estimates and assumptions. Critical
accounting policies are those that are both important to the presentation of our financial condition and results of operations and
require managements most difficult, complex, or subjective judgments. Our critical accounting policies are those applicable to
the valuation of investments and certain revenue recognition matters as discussed in Note 2 in the Notes to Financial
Statements.
Determining Dividends Distributed to
Stockholders
Our portfolio generates cash flow from which we pay
dividends to stockholders. We pay dividends out of our distributable cash flow (DCF). Our Board of Directors reviews the
dividend rate quarterly, and may adjust the quarterly dividend throughout the year. Our goal is to declare what we believe to be
sustainable increases in our regular quarterly dividends. We intend to reinvest the after-tax proceeds of sales of investments in order
to maintain and grow our dividend rate. We have targeted to pay at least 95 percent of DCF on an annualized basis.
Determining DCF
DCF is simply distributions received from investments less
our total expenses. The total distributions received from our investments include the amount received by us as cash distributions from
MLPs, paid-in-kind distributions, and dividend and interest payments. The total expenses include current or anticipated operating
expenses, total leverage costs and current income taxes on our operating income. Each is summarized for you in the table on pages 4 and
5 and are discussed in more detail below.
6 Tortoise Energy Infrastructure Corp.
Managements
Discussion
(Continued)
The key financial data table discloses the calculation of
DCF. The difference between distributions received from investments in the DCF calculation and total investment income as reported in
the Statement of Operations, is reconciled as follows: (1) the Statement of Operations, in conformity with U.S. generally accepted
accounting principles (GAAP), recognizes distribution income from MLPs and common stock on their ex-dates, whereas the DCF calculation
reflects distribution income on their pay dates; (2) GAAP recognizes that a significant portion of the cash distributions received from
MLPs are treated as a return of capital and therefore excluded from investment income, whereas the DCF calculation includes the return
of capital; and (3) distributions received from investments in the DCF calculation include the value of dividends paid-in-kind
(additional stock or MLP units), whereas such amounts are not included as income for GAAP purposes. The treatment of expenses in the
DCF calculation also differs from what is reported in the Statement of Operations. In addition to the expenses that are included in net
investment income (loss) before taxes in the Statement of Operations, the DCF calculation reflects dividends to preferred stockholders
and realized and unrealized gains (losses) on interest swap settlements as additional leverage costs, as well as current tax expense.
Distributions Received from Investments
Our ability to generate cash is dependent on the ability of
our portfolio of investments to generate cash flow from their operations. In order to maintain and grow our dividend to our
stockholders, we evaluate each holding based upon its contribution to our investment income, our expectation for its growth rate, and
its risk relative to other potential investments.
We concentrate on MLPs we believe
can expect an increasing demand for services from economic and population growth. We seek well-managed
businesses with real, hard assets and stable recurring revenue streams.
Our focus remains primarily on
investing in fee-based service providers that operate long-haul, interstate pipelines. We further diversify
among issuers, geographies and energy commodities to seek a dividend payment which approximates an investment
directly in energy infrastructure MLPs. In addition, most energy infrastructure companies are regulated and
utilize an inflation escalator index that factors in inflation as a cost pass-through. So, over the long-term,
we believe MLPs distributions will outpace inflation and interest rate increases, and produce positive
returns.
Total distributions received from
our investments relating to DCF for the 2nd quarter 2007 was approximately $19 million, representing a 52
percent increase as compared to 2nd quarter 2006 and a 19 percent increase as compared to 1st quarter 2007.
These increases reflect the earnings from investment of the proceeds from additional leverage, and
distribution increases from our MLP investments.
Expenses
We incur two types of expenses: (1) operating expenses,
consisting primarily of the advisory fee; and (2) leverage costs. On a percentage basis, operating expenses before leverage costs and
current taxes were an annualized 0.97 percent of average total assets for the 2nd quarter 2007 as compared to 1.00 percent for the 2nd
quarter 2006 and 0.97 percent for the 1st quarter 2007. Advisory fees, net of reimbursement, increased as a result of growth in total
assets.
Leverage costs consist of four major components: (1) the
direct interest expense, which will vary from period to period, as all of our Tortoise Notes and revolving credit line have variable
rates of interest; (2) the auction agent fees, which are the marketing costs for the variable rate leverage; (3) the realized gain or
loss on our swap arrangements; and (4) our preferred dividends, which also carry a variable rate dividend. We have locked-in our cost
on approximately 80 percent of our long-term leverage through interest rate swap agreements, converting variable rate obligations to
fixed rate obligations for the term of the swap agreements. We entered into an additional $120 million of interest rate swap contracts
during the 2nd quarter, and currently have an all-in weighted average cost of long-term leverage of 4.77 percent with a remaining
weighted average swap maturity of approximately 6 3/4 years. Details of the swaps are disclosed in Note 11 of our Notes to Financial
Statements.
2007 Semi-Annual Report 7
Managements
Discussion
(Continued)
As indicated in Note 11, Tortoise
Energy has agreed to pay U.S. Bank a fixed rate while receiving a floating rate based upon the 1 month or 1
week U.S. Dollar London Interbank Offered Rate (LIBOR). LIBOR is the primary global benchmark or
reference rate for short-term interest rates, and is intended to approximate our variable rate payment
obligation. The spread between the fixed rate and floating LIBOR rate is reflected in our Statement of
Operations as a realized or unrealized gain when the LIBOR rate exceeds the fixed rate (U.S. Bank pays
Tortoise Energy the net difference) or a realized or unrealized loss when the fixed rate exceeds LIBOR rate
(Tortoise Energy pays U.S. Bank the net difference). We realized approximately $619,000 in gains on interest
rate swap settlements during the 2nd quarter 2007 as compared to approximately $657,000 for the 1st quarter
2007.
Leverage costs increased to
approximately $4.9 million for the 2nd quarter 2007 as compared to $2.7 million for the 2nd quarter 2006 and
$3.3 million for the 1st quarter 2007. These increases reflect additional interest expense associated with
utilization of our short-term line of credit and the issuance of an additional $140 million of Tortoise Notes
and $60 million of Money Market Preferred Shares during the 2nd quarter 2007.
Distributable Cash Flow
For 2nd quarter 2007, our DCF was approximately $10.9
million, an increase of $3.1 million or 41 percent as compared to 2nd quarter 2006 and $839,000 or 8 percent as compared to 1st quarter
2007. These increases are the net result of earnings from additional leverage, growth in distributions and increased expenses, as
outlined above. Current income tax expense reflects estimated Canadian taxes payable by Tortoise Energy on Canadian income allocated to
the company. We paid a dividend of $10.2 million, or 93.4 percent of DCF during the quarter. On a per share basis, the fund declared a
$0.545 dividend on May 14th, 2007, for an annualized run-rate of $2.18. This is an increase of 9 percent as compared to 2nd quarter
2006 and 1 percent as compared to 1st quarter 2007. With the growth in distributions from the MLPs in which we invest, we expect the
dividend to continue to grow at least 4 percent annually, based upon long-term economic and population trends.
Taxation of our Distributions
We invest in partnerships which
generally have larger distributions of cash than the accounting income which they generate. Accordingly, the
distributions include a return of capital component for accounting and tax purposes on our books. Dividends
declared and paid by Tortoise Energy in a year generally differ from taxable income for that year, as such
dividends may include the distribution of current year taxable income or return of capital.
The taxability of the dividend you
receive depends on whether Tortoise Energy has annual earnings and profits. If so, those earnings and profits
are first allocated to the preferred shares, and then to the common shares. Because most of the distributions
we have received from MLPs are not income for tax purposes, we currently have very little income to
offset against our expenses.
8 Tortoise Energy Infrastructure Corp.
Managements
Discussion
(Continued)
In the event Tortoise Energy has earnings and profits, all
or a portion of our dividend would be taxable at the 15 percent qualified dividend rate. Our dividend would include a taxable component
for either of two reasons: first, the tax characterization of the distributions we receive from MLPs could change and become less
return of capital and more in the form of income. Second, we could sell an MLP investment in which Tortoise Energy has a gain. The
unrealized gain we have in the portfolio is reflected in the Statement of Assets and Liabilities. At May 31, 2007, Tortoise
Energys investments at value are $1.4 billion, with an adjusted cost of $832 million. The $568 million difference reflects gain
that would be realized if those investments were sold at those values. A sale could give rise to earnings and profits in that period
and make all or a portion of the distributions taxable qualified dividends. Note, however, that the Statement of Assets and Liabilities
reflects as a deferred tax liability the possible future tax liability we would pay if all investments were liquidated at their
indicated value. It is for these two reasons that we inform you of the tax treatment after the close of each year because both of these
items are unpredictable until the year is over. We currently expect that a significant portion of our 2007 dividend distributions will
consist of return of capital, although the ultimate determination will not be made until January 2008.
Liquidity and Capital Resources
During 2nd quarter 2007, we issued
an additional $140 million in auction rate senior notes, $60 million in money market preferred shares and
427,915 shares of common stock at $37.16 per share, with combined net proceeds of approximately $213 million.
These net proceeds were used to retire all of the outstanding balance on our credit facility and invest in
energy infrastructure companies in accordance with our investment objective and policies, and for working
capital purposes.
Tortoise Energy had total assets
of $1.39 billion at quarter end. Our total assets reflect the value of our investments, which are itemized in
the Schedule of Investments. It also reflects cash, interest and other receivables and any expenses that may
have been prepaid. During 2nd quarter 2007, total assets grew from $1.13 billion to $1.39 billion, an increase
of $260 million or 23 percent. This change was primarily the result of an increase in unrealized appreciation
of investments of approximately $130 million (including $14 million in MLP distributions treated as return of
capital), net proceeds of approximately $16 million from the issuance of common stock on March 27th and an
increase in leverage of $118 million.
Total leverage outstanding at May
31, 2007 of $435 million is comprised of $305 million in auction rate senior notes rated Aaa and
AAA by Moodys Investors Service Inc. and Fitch Ratings, respectively, and $130 million in
money market preferred shares rated Aa2 and AA by Moodys Investors Service Inc.
and Fitch Ratings, respectively. Total leverage represented 31 percent of total assets at May 31, 2007. Our
long-term target for leverage remains approximately 33 percent of total assets, although temporary increases
up to 38 percent of total assets are allowed to facilitate participation in investment opportunities. In this
event, we intend to reduce leverage to our long-term target over time by executing portfolio sales and/or an
equity offering. We continue to utilize our line of credit to make desirable investments as they become
available. As the line of credit balance increases in size, we plan to issue additional Tortoise Notes and/or
Preferred Stock to repay the line and provide longer-term capital for our Company.
During 2nd quarter 2007, we entered into a new unsecured
credit facility that allows us to borrow up to $150 million. This new credit facility replaces the previous credit facility. As of May
31, 2007, there was no principal balance outstanding on the credit facility. Details of the credit facility are disclosed in Note 13 of
our Notes to Financial Statements.
2007 Semi-Annual Report 9
Schedule of
Investments (Unaudited)
|
May 31, 2007 |
|
|
Shares |
|
Value |
|
Common Stock 0.5%(1) |
|
|
|
|
|
|
Shipping 0.5%(1) |
|
|
|
|
|
|
Republic of the Marshall Islands 0.5%(1) |
|
|
|
|
|
|
Capital Product Partners, L.P. (Cost $2,943,350) |
|
136,900 |
|
$ |
3,490,950 |
|
Master Limited Partnerships and |
|
|
|
|
|
|
Related Companies 188.7%(1) |
|
|
|
|
|
|
Crude/Refined Products Pipelines 96.7%(1) |
|
|
|
|
|
|
United States 96.7%(1) |
|
|
|
|
|
|
Buckeye Partners, L.P. |
|
567,102 |
|
|
29,546,014 |
|
Enbridge Energy Partners, L.P. |
|
925,300 |
|
|
51,631,740 |
|
Enbridge Energy Partners, L.P. (2)(3)(4) |
|
955,782 |
|
|
51,736,481 |
|
Global Partners, L.P.(2) |
|
214,286 |
|
|
7,656,439 |
|
Holly Energy Partners, L.P.(5) |
|
427,070 |
|
|
21,421,831 |
|
Kinder Morgan Management, LLC(3)(4) |
|
1,642,407 |
|
|
84,140,511 |
|
Magellan Midstream Holdings, L.P.(2) |
|
612,245 |
|
|
17,216,329 |
|
Magellan Midstream Partners, L.P. |
|
2,224,713 |
|
|
103,159,942 |
|
NuStar Energy, L.P. |
|
886,689 |
|
|
58,574,675 |
|
NuStar GP Holdings, LLC |
|
1,349,968 |
|
|
49,800,320 |
|
Plains All American Pipeline, L.P. |
|
2,003,084 |
|
|
124,091,054 |
|
Sunoco Logistics Partners, L.P. |
|
934,625 |
|
|
57,012,125 |
|
TEPPCO Partners, L.P. |
|
869,520 |
|
|
38,215,404 |
|
TransMontaigne Partners, L.P. |
|
177,500 |
|
|
6,382,900 |
|
|
|
|
|
|
700,585,765 |
|
Natural Gas/Natural Gas Liquids Pipelines 46.9%(1) |
|
|
|
|
|
|
United
States 46.9%(1) |
|
|
|
|
|
|
Boardwalk Pipeline Partners, L.P. |
|
1,162,800 |
|
|
41,116,608 |
|
Energy Transfer Equity, L.P.(2) |
|
729,661 |
|
|
28,500,559 |
|
Energy Transfer Partners, L.P. |
|
1,722,250 |
|
|
105,401,700 |
|
Enterprise GP Holdings, L.P. |
|
71,400 |
|
|
2,652,510 |
|
Enterprise Products Partners, L.P. |
|
2,998,940 |
|
|
93,926,801 |
|
ONEOK Partners, L.P. |
|
262,255 |
|
|
18,032,654 |
|
TC Pipelines, L.P. |
|
1,229,390 |
|
|
50,097,642 |
|
|
|
|
|
|
339,728,474 |
|
Natural Gas Gathering/Processing 30.8%(1) |
|
|
|
|
|
|
United States 30.8%(1) |
|
|
|
|
|
|
Copano Energy, LLC |
|
1,073,386 |
|
|
46,971,371 |
|
Crosstex Energy, L.P. |
|
268,587 |
|
|
9,456,948 |
|
Crosstex Energy, L.P.(2)(4) |
|
712,760 |
|
|
22,337,898 |
|
Crosstex Energy, L.P.(2)(4) |
|
193,767 |
|
|
5,233,647 |
|
DCP Midstream Partners, L.P. |
|
23,300 |
|
|
1,016,346 |
|
Duncan Energy Partners, L.P. |
|
451,100 |
|
|
12,292,475 |
|
Hiland Partners, L.P. |
|
41,048 |
|
|
2,220,697 |
|
MarkWest Energy Partners, L.P.(5) |
|
2,080,354 |
|
|
71,772,213 |
|
10 Tortoise Energy Infrastructure Corp.
Schedule of
Investments (Unaudited)
(Continued)
|
May 31, 2007 |
|
|
Shares |
|
Value |
|
MarkWest Energy Partners, L.P.(2) |
|
121,286 |
|
$ |
3,933,305 |
|
Targa Resources Partners, L.P. |
|
118,900 |
|
|
3,953,425 |
|
Universal Compression Partners, L.P. |
|
84,700 |
|
|
2,898,434 |
|
Williams Partners, L.P. |
|
844,772 |
|
|
41,157,292 |
|
|
|
|
|
|
223,244,051 |
|
Shipping 4.3%(1) |
|
|
|
|
|
|
United States 3.5%(1) |
|
|
|
|
|
|
K-Sea Transportation Partners, L.P.(5) |
|
571,300 |
|
|
25,240,034 |
|
Republic of the Marshall Islands 0.8%(1) |
|
|
|
|
|
|
Teekay LNG Partners, L.P. |
|
156,200 |
|
|
5,640,382 |
|
|
|
|
|
|
30,880,416 |
|
Propane Distribution 10.0%(1) |
|
|
|
|
|
|
United States 10.0%(1) |
|
|
|
|
|
|
Inergy, L.P. |
|
1,916,784 |
|
|
69,751,770 |
|
Inergy Holdings, L.P. |
|
49,715 |
|
|
2,487,241 |
|
|
|
|
|
|
72,239,011 |
|
Total Master Limited Partnerships and |
|
|
|
|
|
|
Related Companies (Cost $818,796,861) |
|
|
|
|
1,366,677,717 |
|
Short-Term Investments 1.5%(1) |
|
|
|
|
|
|
United States Investment Company 1.5%(1) |
|
|
|
|
|
|
AIM Short-Term Prime Money Market Fund |
|
|
|
|
|
|
Institutional Class, 5.25%(6) (Cost $10,595,403) |
|
10,595,403 |
|
|
10,595,403 |
|
Total Investments 190.7%(1) |
|
|
|
|
|
|
(Cost $832,335,614) |
|
|
|
|
1,380,764,070 |
|
Auction Rate Senior Notes (42.1%)(1) |
|
|
|
|
(305,000,000 |
) |
Interest Rate Swap Contracts 1.0%(1) |
|
|
|
|
|
|
$465,000,000 notional Unrealized Appreciation(7) |
|
|
|
|
7,229,303 |
|
Liabilities in Excess of Cash and Other Assets (31.6%)(1) |
|
|
|
|
(228,798,972 |
) |
Preferred Shares at Redemption Value (18.0%)(1) |
|
|
|
|
(130,000,000 |
) |
Total Net Assets Applicable to |
|
|
|
|
|
|
Common Stockholders 100.0%(1) |
|
|
|
$ |
724,194,401 |
|
(1) Calculated as a percentage of net assets applicable to common stockholders.
(2) Fair valued
securities represent a total market value of $136,614,658 which represents 18.9% of net assets. These securities are deemed to be
restricted; see Note 6 to the financial statements for further disclosure.
(3) Security
distributions are paid-in-kind.
(4) Non-income
producing.
(5) Affiliated
investment; the Company owns 5% or more of the outstanding voting securities of the issuer. See Note 7 to the financial statements for
further disclosure.
(6) Rate indicated
is the current yield as of May 31, 2007.
(7) See Note 11 to
the financial statements for further disclosure.
See Accompanying Notes to the Financial Statements.
2007 Semi-Annual Report 11
Statement of
Assets & Liabilities (Unaudited)
|
May 31, 2007 |
|
Assets |
|
|
|
Investments
at value, non-affiliated (cost $777,338,505) |
$ |
1,262,329,992 |
|
Investments
at value, affiliated (cost $54,997,109) |
|
118,434,078 |
|
Total
investments (cost $832,335,614) |
|
1,380,764,070 |
|
Cash |
|
453,682 |
|
Receivable
for Adviser reimbursement |
|
225,042 |
|
Receivable
for investments sold |
|
443,573 |
|
Interest
and dividend receivable |
|
5,143 |
|
Distribution
receivable from master limited partnerships |
|
340,000 |
|
Unrealized
appreciation of interest rate swap contracts |
|
7,229,303 |
|
Prepaid
expenses and other assets |
|
4,176,357 |
|
Total
assets |
|
1,393,637,170 |
|
Liabilities |
|
|
|
Payable
to Adviser |
|
2,137,899 |
|
Dividend
payable on common shares |
|
10,191,875 |
|
Dividend
payable on preferred shares |
|
112,626 |
|
Accrued
expenses and other liabilities |
|
1,361,505 |
|
Current
tax liability |
|
45,340 |
|
Deferred
tax liability |
|
220,593,524 |
|
Auction
rate senior notes payable |
|
305,000,000 |
|
Total
liabilities |
|
539,442,769 |
|
Preferred
Shares |
|
|
|
$25,000
liquidation value per share applicable to 5,200 outstanding |
|
|
|
shares
(7,500 shares authorized) |
|
130,000,000 |
|
Net
assets applicable to common stockholders |
$ |
724,194,401 |
|
Net
Assets Applicable to Common Stockholders Consist of |
|
|
|
Capital
stock, $0.001 par value; 18,700,689 shares issued and outstanding |
|
|
|
(100,000,000
shares authorized) |
$ |
18,701 |
|
Additional
paid-in capital |
|
379,668,175 |
|
Accumulated
net investment loss, net of deferred tax benefit |
|
(13,762,666 |
) |
Undistributed
realized gain, net of deferred tax expense |
|
19,654,212 |
|
Net
unrealized gain on investments and interest rate swap contracts, |
|
|
|
net
of deferred tax expense |
|
338,615,979 |
|
Net
assets applicable to common stockholders |
$ |
724,194,401 |
|
Net
Asset Value per common share outstanding (net assets applicable |
|
|
|
to
common shares, divided by common shares outstanding) |
$ |
38.73 |
|
See Accompanying Notes to the Financial
Statements.
12 Tortoise Energy Infrastructure Corp.
Statement of
Operations (Unaudited)
|
Period from December 1, 2006 through May 31, 2007 |
|
Investment Income |
|
|
|
Distributions received from master limited partnerships |
|
|
|
(including $3,449,650 from affiliates) |
$ |
30,130,669 |
|
Less
return of capital on distributions (including $2,969,836 from affiliates) |
|
(25,777,176 |
) |
Net
distributions from master limited partnerships |
|
4,353,493 |
|
Dividends
from money market mutual funds |
|
12,416 |
|
Interest |
|
270,805 |
|
Total Investment Income |
|
4,636,714 |
|
Expenses |
|
|
|
Advisory
fees |
|
5,442,684 |
|
Administrator
fees |
|
338,682 |
|
Professional
fees |
|
120,295 |
|
Custodian
fees and expenses |
|
64,864 |
|
Directors fees |
|
62,329 |
|
Fund
accounting fees |
|
42,275 |
|
Reports
to stockholders |
|
39,891 |
|
Registration
fees |
|
24,730 |
|
Stock
transfer agent fees |
|
7,180 |
|
Other
expenses |
|
29,666 |
|
Total
Expenses before Interest Expense and Auction Agent Fees |
|
6,172,596 |
|
Interest
expense |
|
6,771,449 |
|
Auction
agent fees |
|
362,372 |
|
Total
Interest Expense and Auction Agent Fees |
|
7,133,821 |
|
Total
Expenses |
|
13,306,417 |
|
Less
expense reimbursement by Adviser |
|
(572,914 |
) |
Net
Expenses |
|
12,733,503 |
|
Net
Investment Loss, before Income Taxes |
|
(8,096,789 |
) |
Current
tax expense |
|
(193,713 |
) |
Deferred
tax benefit |
|
3,233,736 |
|
Income
tax benefit, net |
|
3,040,023 |
|
Net
Investment Loss |
|
(5,056,766 |
) |
2007 Semi-Annual Report 13
Statement of
Operations (Unaudited)
(Continued)
|
Period from December 1, 2006 through May 31, 2007 |
|
Realized
and Unrealized Gain on Investments and Interest Rate Swaps |
|
|
|
Net
realized gain on investments |
$ |
15,533,901 |
|
Net
realized gain on interest rate swap settlements |
|
1,275,734 |
|
Net
realized gain, before deferred tax expense |
|
16,809,635 |
|
Deferred
tax expense |
|
(6,555,758 |
) |
Net
realized gain on investments and interest rate swap settlements |
|
10,253,877 |
|
Net
unrealized appreciation of investments |
|
226,453,272 |
|
Net
unrealized appreciation of interest rate swap contracts |
|
7,432,254 |
|
Net
unrealized appreciation, before deferred tax expense |
|
233,885,526 |
|
Deferred
tax expense |
|
(91,306,276 |
) |
Net
unrealized appreciation of investments and interest |
|
|
|
rate
swap contracts |
|
142,579,250 |
|
Net
Realized and Unrealized Gain on Investments and Interest Rate Swaps |
|
152,833,127 |
|
Dividends
to Preferred Stockholders |
|
(2,394,354 |
) |
Net
Increase in Net Assets Applicable to Common Stockholders |
|
|
|
Resulting
from Operations |
$ |
145,382,007 |
|
See Accompanying Notes to the Financial
Statements.
14 Tortoise Energy Infrastructure Corp.
Statement of
Changes in Net Assets
|
Period from December 1, 2006 through May 31, 2007 |
|
Year Ended November 30, 2006 |
|
|
(Unaudited) |
|
|
|
Operations |
|
|
|
|
|
|
Net investment loss |
$ |
(5,056,766 |
) |
$ |
(5,798,038 |
) |
Net realized gain on investments and |
|
|
|
|
|
|
interest
rate swap settlements |
|
10,253,877 |
|
|
5,524,349 |
|
Net
unrealized appreciation of investments |
|
|
|
|
|
|
and
interest rate swap contracts |
|
142,579,250 |
|
|
111,580,962 |
|
Dividends
to preferred stockholders |
|
(2,394,354 |
) |
|
(3,529,740 |
) |
Net
increase in net assets applicable to |
|
|
|
|
|
|
common
stockholders resulting from operations |
|
145,382,007 |
|
|
107,777,533 |
|
Dividends
and Distributions to |
|
|
|
|
|
|
Common
Stockholders |
|
|
|
|
|
|
Net
investment income |
|
|
|
|
|
|
Return
of capital |
|
(20,037,190 |
) |
|
(31,969,335 |
) |
Total
dividends and distributions to |
|
|
|
|
|
|
common
stockholders |
|
(20,037,190 |
) |
|
(31,969,335 |
) |
Capital
Share Transactions |
|
|
|
|
|
|
Proceeds
from shelf offerings of 1,927,915 and |
|
|
|
|
|
|
1,675,050
common shares, respectively |
|
68,101,321 |
|
|
50,000,243 |
|
Underwriting
discounts and offering expenses associated |
|
|
|
|
|
|
with
the issuance of common shares |
|
(2,312,280 |
) |
|
(2,202,315 |
) |
Underwriting
discounts and offering expenses associated |
|
|
|
|
|
|
with
the issuance of preferred shares |
|
(790,732 |
) |
|
|
|
Issuance
of 40,709 and 151,500 common shares |
|
|
|
|
|
|
from
reinvestment of dividend distributions to |
|
|
|
|
|
|
stockholders,
respectively |
|
1,417,910 |
|
|
4,553,739 |
|
Net
increase in net assets, applicable to common |
|
|
|
|
|
|
stockholders,
from capital share transactions |
|
66,416,219 |
|
|
52,351,667 |
|
Total
increase in net assets applicable to |
|
|
|
|
|
|
common
stockholders |
|
191,761,036 |
|
|
128,159,865 |
|
Net
Assets |
|
|
|
|
|
|
Beginning of period |
|
532,433,365 |
|
|
404,273,500 |
|
End of period |
$ |
724,194,401 |
|
$ |
532,433,365 |
|
Accumulated net investment loss, net of |
|
|
|
|
|
|
deferred tax benefit, at the end of period |
$ |
(13,762,666 |
) |
$ |
(8,705,900 |
) |
See Accompanying Notes to the Financial
Statements.
2007 Semi-Annual Report 15
Statement of
Cash Flows (Unaudited)
|
Period from December 1, 2006 through May 31, 2007 |
|
Cash Flows From Operating Activities |
|
|
|
Distributions received from master limited partnerships |
$ |
30,693,996 |
|
Interest and dividend income received |
|
288,158 |
|
Purchases of long-term investments |
|
(264,700,899 |
) |
Proceeds from sales of long-term investments |
|
34,189,438 |
|
Purchases of short-term investments, net |
|
(9,921,558 |
) |
Proceeds from interest rate swap contracts |
|
1,275,734 |
|
Interest
expense paid |
|
(6,746,843 |
) |
Income
taxes paid |
|
(419,165 |
) |
Operating
expenses paid |
|
(5,011,510 |
) |
Net
cash used in operating activities |
|
(220,352,649 |
) |
Cash
Flows From Financing Activities |
|
|
|
Advances
from revolving line of credit |
|
267,100,000 |
|
Repayments
on revolving line of credit |
|
(299,550,000 |
) |
Issuance
of common stock |
|
68,101,321 |
|
Issuance
of preferred stock |
|
60,000,000 |
|
Issuance
of auction rate senior notes |
|
140,000,000 |
|
Common
and preferred stock issuance costs |
|
(2,856,854 |
) |
Debt
issuance costs |
|
(1,416,811 |
) |
Dividends
paid to common stockholders |
|
(8,427,405 |
) |
Dividends
paid to preferred stockholders |
|
(2,529,984 |
) |
Net
cash provided by financing activities |
|
220,420,267 |
|
Net
increase in cash |
|
67,618 |
|
Cash
beginning of period |
|
386,064 |
|
Cash
end of period |
$ |
453,682 |
|
16 Tortoise Energy Infrastructure Corp.
Statement of Cash
Flows (Unaudited)
(Continued)
|
Period from December 1, 2006 through May 31, 2007 |
|
Reconciliation of net increase in net assets applicable to |
|
|
|
common
stockholders resulting from operations to net |
|
|
|
cash
used in operating activities |
|
|
|
Net
increase in net assets applicable to common stockholders |
|
|
|
resulting
from operations |
$ |
145,382,007 |
|
Adjustments
to reconcile net increase in net assets applicable |
|
|
|
to
common stockholders resulting from operations to net cash |
|
|
|
used
in operating activities: |
|
|
|
Purchases
of long-term investments |
|
(264,700,899 |
) |
Return
of capital on distributions received |
|
25,777,176 |
|
Proceeds
from sales of long-term investments |
|
34,633,011 |
|
Purchases
of short-term investments, net |
|
(9,921,558 |
) |
Deferred
income tax expense |
|
94,628,298 |
|
Net
unrealized appreciation of investments and interest |
|
|
|
rate
swap contracts |
|
(233,885,526 |
) |
Realized
gains on investments |
|
(15,533,901 |
) |
Accretion
of discount on investments |
|
(5,721 |
) |
Amortization
of debt issuance costs |
|
32,820 |
|
Dividends
to preferred stockholders |
|
2,394,354 |
|
Changes
in operating assets and liabilities: |
|
|
|
Decrease
in interest, dividend and distribution receivable |
|
573,985 |
|
Increase
in prepaid expenses and other assets |
|
(113,778 |
) |
Increase
in receivable for investments sold |
|
(443,573 |
) |
Decrease
in current tax liability |
|
(225,452 |
) |
Increase
in payable to Adviser, net of expense reimbursement |
|
684,754 |
|
Increase
in accrued expenses and other liabilities |
|
371,354 |
|
Total
adjustments |
|
(365,734,656 |
) |
Net
cash used in operating activities |
$ |
(220,352,649 |
) |
Non-Cash
Financing Activities |
|
|
|
Reinvestment
of distributions by common stockholders |
|
|
|
in
additional common shares |
$ |
1,417,910 |
|
See Accompanying Notes to the Financial Statements.
2007 Semi-Annual Report 17
Financial
Highlights
|
Period from December 1, 2006 through May 31, 2007 |
|
(Unaudited) |
Per Common Share Data(2) |
|
|
|
|
Net
Asset Value, beginning of period |
|
$ |
31.82 |
|
Public
offering price |
|
|
|
|
Underwriting
discounts and offering costs on initial public offering |
|
|
|
|
Underwriting
discounts and offering costs on issuance of preferred shares |
|
|
(0.04 |
) |
Premiums
less underwriting discounts and offering costs on |
|
|
|
|
secondary
offering(3) |
|
|
|
|
Underwriting
discounts and offering costs on shelf offering |
|
|
|
|
of
common stock(4) |
|
|
|
|
Premiums
less underwriting discounts and offering costs on |
|
|
|
|
shelf
offerings of common stock(5) |
|
|
0.08 |
|
Income
(loss) from Investment Operations: |
|
|
|
|
Net
investment loss(6) |
|
|
(0.22 |
) |
Net
realized and unrealized gain on investments(6) |
|
|
8.31 |
|
Total
increase from investment operations |
|
|
8.09 |
|
Less
Dividends to Preferred Stockholders: |
|
|
|
|
Net
investment income |
|
|
|
|
Return
of capital |
|
|
(0.13 |
) |
Total
dividends to preferred stockholders |
|
|
(0.13 |
) |
Less
Dividends to Common Stockholders: |
|
|
|
|
Net
investment income |
|
|
|
|
Return
of capital |
|
|
(1.09 |
) |
Total
dividends to common stockholders |
|
|
(1.09 |
) |
Net
Asset Value, end of period |
|
$ |
38.73 |
|
Per
common share market value, end of period |
|
$ |
42.12 |
|
Total
Investment Return Based on Market Value(7) |
|
|
20.05 |
% |
Supplemental
Data and Ratios |
|
|
|
|
Net
assets applicable to common stockholders, end of period (000s) |
|
$ |
724,194 |
|
Ratio
of expenses (including current and deferred income tax expense) |
|
|
|
|
to
average net assets before waiver:(8)(9)(10) |
|
|
33.12 |
% |
Ratio
of expenses (including current and deferred income tax expense) |
|
|
|
|
to
average net assets after waiver:(8)(9)(10) |
|
|
32.94 |
% |
Ratio
of expenses (excluding current and deferred income tax expense) |
|
|
|
|
to
average net assets before waiver:(8)(9)(11) |
|
|
4.08 |
% |
Ratio
of expenses (excluding current and deferred income tax expense) |
|
|
|
|
to
average net assets after waiver:(8)(9)(11) |
|
|
3.90 |
% |
Ratio
of expenses (excluding current and deferred income tax expense), |
|
|
|
|
without
regard to non-recurring organizational expenses, to average |
|
|
|
|
net
assets before waiver:(8)(9)(11) |
|
|
4.08 |
% |
18 Tortoise Energy Infrastructure Corp.
Year Ended November 30, 2006 |
|
Year Ended November 30, 2005 |
|
Period from February 27, 2004(1)
through November 30, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
27.12 |
|
|
|
$ |
26.53 |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1.17 |
) |
|
|
|
|
|
|
|
(0.02 |
) |
|
|
|
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.32 |
) |
|
|
|
(0.16 |
) |
|
|
|
(0.03 |
) |
|
|
7.41 |
|
|
|
|
2.67 |
|
|
|
|
3.77 |
|
|
|
7.09 |
|
|
|
|
2.51 |
|
|
|
|
3.74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.23 |
) |
|
|
|
(0.11 |
) |
|
|
|
(0.01 |
) |
|
|
(0.23 |
) |
|
|
|
(0.11 |
) |
|
|
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2.02 |
) |
|
|
|
(1.79 |
) |
|
|
|
(0.97 |
) |
|
|
(2.02 |
) |
|
|
|
(1.79 |
) |
|
|
|
(0.97 |
) |
|
$ |
31.82 |
|
|
|
$ |
27.12 |
|
|
|
$ |
26.53 |
|
|
$ |
36.13 |
|
|
|
$ |
28.72 |
|
|
|
$ |
27.06 |
|
|
|
34.50 |
% |
|
|
|
13.06 |
% |
|
|
|
12.51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
532,433 |
|
|
|
$ |
404,274 |
|
|
|
$ |
336,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.03 |
% |
|
|
|
9.10 |
% |
|
|
|
15.20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.81 |
% |
|
|
|
8.73 |
% |
|
|
|
14.92 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.97 |
% |
|
|
|
3.15 |
% |
|
|
|
2.01 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.75 |
% |
|
|
|
2.78 |
% |
|
|
|
1.73 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.97 |
% |
|
|
|
3.15 |
% |
|
|
|
1.90 |
% |
2007 Semi-Annual Report 19
Financial Highlights
(Continued)
|
Period from December 1, 2006 through May 31, 2007 |
|
(Unaudited) |
Ratio of expenses (excluding current and deferred income tax expense), |
|
|
|
|
without regard to non-recurring organizational expenses, to average |
|
|
|
|
net assets after waiver:(8)(9)(11) |
|
|
3.90 |
% |
Ratio of
net investment loss to average net assets before waiver:(8)(9)(11) |
|
|
(2.66 |
)% |
Ratio of
net investment loss to average net assets after waiver:(8)(9)(11) |
|
|
(2.48 |
)% |
Ratio of
net investment loss to average net assets after current and |
|
|
|
|
deferred
income tax expense, before waiver:(8)(9)(10) |
|
|
(31.70 |
)% |
Ratio of
net investment loss to average net assets after current and |
|
|
|
|
deferred
income tax expense, after waiver:(8)(9)(10) |
|
|
(31.52 |
)% |
Portfolio
turnover rate(8) |
|
|
6.04 |
% |
Tortoise
Auction Rate Senior Notes, end of period (000s) |
|
$ |
305,000 |
|
Tortoise
Preferred Shares, end of period (000s) |
|
$ |
130,000 |
|
Per
common share amount of auction rate senior notes |
|
|
|
|
outstanding
at end of period |
|
$ |
16.31 |
|
Per
common share amount of net assets, excluding |
|
|
|
|
auction
rate senior notes, at end of period |
|
$ |
55.04 |
|
Asset
coverage, per $1,000 of principal amount of auction |
|
|
|
|
rate
senior notes and short-term borrowings(12) |
|
$ |
3,801 |
|
Asset
coverage ratio of auction rate senior notes |
|
|
|
|
and
short-term borrowings(12) |
|
|
380 |
% |
Asset
coverage, per $25,000 liquidation value per share of preferred shares(13) |
|
$ |
164,268 |
|
Asset
coverage, per $25,000 liquidation value per share of preferred shares(14) |
|
$ |
66,620 |
|
Asset
coverage ratio of preferred shares(14) |
|
|
266 |
% |
(1) Commencement of Operations.
(2) Information
presented relates to a share of common stock outstanding for the entire period.
(3) The amount is
less than $0.01 per share, and represents the premium on the secondary offering of $0.14 per share, less the underwriting discounts and
offering costs of $0.14 per share for the year ended November 30, 2005.
(4) Represents the
dilution per common share from underwriting and other offering costs.
(5) Represents the
premium on the shelf offerings of $0.21 per share, less the underwriting and offering costs of $0.13 per share.
(6) The per common
share data for the periods ended November 30, 2006, 2005 and 2004, do not reflect the change in estimate of investment income and
return of capital, for the respective period. See Note 2C to the financial statements for further disclosure.
(7) Not
annualized. Total investment return is calculated assuming a purchase of common stock at the market price on the first day and a sale
at the current market price on the last day of the period reported (excluding brokerage commissions). The calculation also assumes
reinvestment of dividends at actual prices pursuant to the Companys dividend reinvestment plan.
(8) Annualized for
periods less than one full year.
20 Tortoise Energy Infrastructure Corp.
Year Ended November 30, 2006 |
|
Year Ended November 30, 2005 |
|
Period from February 27, 2004(1)
through November 30, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.75 |
% |
|
|
|
2.78 |
% |
|
|
|
1.62 |
% |
|
|
(2.24 |
)% |
|
|
|
(1.42 |
)% |
|
|
|
(0.45 |
)% |
|
|
(2.02 |
)% |
|
|
|
(1.05 |
)% |
|
|
|
(0.17 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18.31 |
)% |
|
|
|
(7.37 |
)% |
|
|
|
(13.37 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(18.09 |
)% |
|
|
|
(7.00 |
)% |
|
|
|
(13.65 |
)% |
|
|
2.18 |
% |
|
|
|
4.92 |
% |
|
|
|
1.83 |
% |
|
$ |
165,000 |
|
|
|
$ |
165,000 |
|
|
|
$ |
110,000 |
|
|
$ |
70,000 |
|
|
|
$ |
70,000 |
|
|
|
$ |
35,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9.86 |
|
|
|
$ |
11.07 |
|
|
|
$ |
8.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
41.68 |
|
|
|
$ |
38.19 |
|
|
|
$ |
35.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,051 |
|
|
|
$ |
3,874 |
|
|
|
$ |
4,378 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
405 |
% |
|
|
|
387 |
% |
|
|
|
438 |
% |
|
$ |
215,155 |
|
|
|
$ |
169,383 |
|
|
|
$ |
265,395 |
|
|
$ |
74,769 |
|
|
|
$ |
68,008 |
|
|
|
$ |
83,026 |
|
|
|
299 |
% |
|
|
|
272 |
% |
|
|
|
332 |
% |
(9) The
expense ratios and net investment loss ratios do not reflect the effect of dividend payments to preferred stockholders.
(10) The Company accrued
$94,822,011, $71,661,802, $24,659,420 and $30,330,018 for the period ended May 31, 2007, the years ended November 30, 2006 and 2005 and
for the period from February 27, 2004 through November 30, 2004, respectively, for current and deferred income tax
expense.
(11) The ratio excludes the
impact of current and deferred income taxes.
(12) Represents value of total
assets less all liabilities and indebtedness not represented by auction rate senior notes, short-term borrowings and preferred shares
at the end of the period divided by auction rate senior notes and short-term borrowings outstanding at the end of the
period.
(13) Represents value of total
assets less all liabilities and indebtedness not represented by preferred shares at the end of the period divided by preferred shares
outstanding at the end of the period, assuming the retirement of all auction rate senior notes and short-term
borrowings.
(14) Represents value of total
assets less all liabilities and indebtedness not represented by auction rate senior notes, short-term borrowings and preferred shares
at the end of the period divided by auction rate senior notes, short-term borrowings and preferred shares outstanding at the end of the
period.
See Accompanying Notes to the Financial
Statements.
2007 Semi-Annual Report 21
Notes to Financial
Statements (Unaudited)
May 31, 2007
1. Organization
Tortoise Energy Infrastructure Corporation (the
Company) was organized as a Maryland corporation on October 29, 2003, and is a non-diversified, closed-end management
investment company under the Investment Company Act of 1940, as amended (the 1940 Act). The Companys investment
objective is to seek a high level of total return with an emphasis on current dividends paid to stockholders. The Company seeks to
provide its stockholders with an efficient vehicle to invest in the energy infrastructure sector. The Company commenced operations on
February 27, 2004. The Companys shares are listed on the New York Stock Exchange under the symbol TYG.
2. Significant Accounting Policies
A. Use of Estimates
The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of
assets and liabilities, recognition of distribution income and disclosure of contingent assets and liabilities at the date of the
financial statements. Actual results could differ from those estimates.
B. Investment Valuation
The Company primarily owns securities that are listed on a
securities exchange. The Company values those securities at their last sale price on that exchange on the valuation date. If the
security is listed on more than one exchange, the Company will use the price of the exchange that it generally considers to be the
principal exchange on which the security is traded. Securities listed on the NASDAQ will be valued at the NASDAQ Official Closing
Price, which may not necessarily represent the last sale price. If there has been no sale on such exchange or NASDAQ on such day, the
security will be valued at the mean between bid and asked price on such day.
The Company may invest up to 30 percent of its total assets
in restricted securities. Restricted securities are subject to statutory or contractual restrictions on their public resale, which may
make it more difficult to obtain a valuation and may limit the Companys ability to dispose of them. Investments in private
placement securities and other securities for which market quotations are not readily available will be valued in good faith by using
fair value procedures approved by the Board of Directors. Such fair value procedures consider factors such as discounts to publicly
traded issues, securities with similar yields, quality, type of issue, coupon, duration and rating. If events occur that will affect
the value of the Companys portfolio securities before the net asset value has been calculated (a significant event),
the portfolio securities so affected will generally be priced using a fair value procedure.
The Company generally values short-term debt securities at
prices based on market quotations for such securities, except those securities purchased with 60 days or less to maturity are valued on
the basis of amortized cost, which approximates market value.
The Company generally values its interest rate swap
contracts using industry-accepted models which discount the estimated future cash flows based on the stated terms of the interest rate
swap agreement by using interest rates currently available in the market, or based on dealer quotations, if available.
22 Tortoise Energy Infrastructure Corp.
Notes to Financial
Statements (Unaudited)
(Continued)
C. Security Transactions and Investment Income
Security transactions are accounted for on the date the
securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis. Interest income is
recognized on the accrual basis, including amortization of premiums and accretion of discounts. Distributions are recorded on the
ex-dividend date. Distributions received from the Companys investments in master limited partnerships (MLPs)
generally are comprised of ordinary income, capital gains and return of capital from the MLP. The Company records investment income and
return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical
information available from each MLP and other industry sources. These estimates may subsequently be revised based on information
received from MLPs after their tax reporting periods are concluded, as the actual character of these distributions is not known until
after the fiscal year-end of the Company.
For the period from December 1, 2005 through November 30,
2006, the Company estimated the allocation of investment income and return of capital for the distributions received from MLPs within
the Statement of Operations. For this period, the Company had estimated approximately 14 percent as investment income and approximately
86 percent as return of capital.
Subsequent to November 30, 2006, the Company reclassified
the amount of investment income and return of capital it recognized based on the 2006 tax reporting information received from the
individual MLPs. This reclassification amounted to an increase in pre-tax net investment income of approximately $276,000 or $0.015 per
share ($168,000 or $0.008 per share, net of deferred tax expense); a decrease of approximately $173,000 or $0.009 per share ($105,000
or $0.005 per share, net of deferred tax benefit) in unrealized appreciation of investments; and a decrease in realized gains of
approximately $103,000 or $0.006 per share ($63,000 or $0.003 per share, net of deferred tax benefit) for the period from December 1,
2006 through May 31, 2007.
Subsequent to the period ended February 28, 2007, the
Company reclassified the amount of investment income and return of capital reported in the current fiscal year based on its revised
2007 estimates. This reclassification amounted to a decrease in pre-tax net investment income and an increase in unrealized
appreciation of investments of approximately $235,000 or $0.013 per share ($143,000 or $0.008 per share, net of deferred tax
expense).
D. Dividends and Distributions to Stockholders
Dividends to common stockholders are recorded on the
ex-dividend date. The character of dividends to common stockholders made during the year may differ from their ultimate
characterization for federal income tax purposes. For the year ended November 30, 2006 and for the period ended May 31, 2007, the
Companys dividends for book purposes were comprised of 100 percent return of capital. For the year ended November 30, 2006, the
Companys dividends, for tax purposes, were comprised of approximately 11 percent qualified dividend income and 89 percent return
of capital. The tax character of dividends paid for the year ended November 30, 2007 will be determined subsequent to
year-end.
Dividends to preferred stockholders are based on variable
rates set at auctions, normally held every 28 days. Dividends on preferred shares are accrued on a daily basis for the subsequent
28-day period at a rate as determined on the auction date. Dividends on preferred shares are payable every 28 days, on the first day
following the end of the dividend period. The character of dividends to preferred stockholders made during the year may differ from
their ultimate characterization for federal income tax purposes. For the year ended November 30, 2006, for tax purposes, the Company
determined the dividends to preferred stockholders were comprised entirely of qualified dividend income. The tax character of dividends
paid for the year ended November 30, 2007 will be determined subsequent to year-end.
2007 Semi-Annual Report 23
Notes to Financial Statements (Unaudited)
(Continued)
E. Federal Income Taxation
The Company, as a corporation, is obligated to pay federal
and state income tax on its taxable income. The Company invests its assets primarily in MLPs, which generally are treated as
partnerships for federal income tax purposes. As a limited partner in the MLPs, the Company reports its allocable share of the
MLPs taxable income in computing its own taxable income. The Companys tax expense or benefit is included in the Statement
of Operations based on the component of income or gains (losses) to which such expense or benefit relates. Deferred income taxes
reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. A valuation allowance is recognized if, based on the weight of available
evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized.
F. Organization Expenses, Offering and Debt Issuance
Costs
The Company is responsible for paying all organizational
expenses, which were expensed as incurred. Offering costs related to the issuance of common and preferred stock are charged to
additional paid-in capital when the shares are issued. Offering costs (excluding underwriter commissions) of $263,700 and $115,060 were
charged to additional paid-in capital for the issuance of common stock in December 2006 and March 2007, respectively. Offering costs
(excluding underwriter commissions) of $190,732 were charged to additional paid-in capital for the issuance of preferred stock in April
2007. Debt issuance costs related to the auction rate senior notes are capitalized and amortized over the period the notes are
outstanding. The amount of such capitalized costs (excluding underwriter commissions) for Auction Rate Senior Notes Series D issued in
March 2007, was $196,187. The amount of such capitalized costs (excluding underwriter commissions) for Auction Rate Senior Notes Series
E issued in May 2007, was $196,187.
G. Derivative Financial Instruments
The Company uses interest rate swap contracts to manage
interest rate risk on its leverage. The Company has established policies and procedures for risk assessment and the approval, reporting
and monitoring of derivative financial instrument activities. The Company does not hold or issue derivative financial instruments for
speculative purposes or to hedge investment value. All derivative financial instruments are recorded at fair value on the Statement of
Assets and Liabilities, with changes in value during the reporting period, and amounts accrued under the derivative instruments
included as unrealized gains or losses in the accompanying Statement of Operations. Monthly cash settlements under the terms of the
derivative instruments are recorded as realized gains or losses in the Statement of Operations.
H. Indemnifications
Under the Companys organizational documents, its
officers and directors are indemnified against certain liabilities arising out of the performance of their duties to the Company. In
addition, in the normal course of business, the Company may enter into contracts that provide general indemnification to other parties.
The Companys maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against
the Company that have not yet occurred, and may not occur. However, the Company has not had prior claims or losses pursuant to these
contracts and expects the risk of loss to be remote.
24 Tortoise Energy Infrastructure Corp.
Notes to Financial Statements (Unaudited)
(Continued)
I. Recent Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board
(FASB) released FASB Interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN 48). FIN 48 provides guidance
for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires
the evaluation of tax positions taken or expected to be taken in the course of preparing the Companys tax returns to determine
whether the tax positions are more-likely-than-not of being sustained by the applicable tax authority. Adoption of FIN 48
is required for fiscal years beginning after December 15, 2006, but not before the Companys last NAV calculation in the first
required financial statement reporting period for its fiscal year beginning after December 15, 2006, and is to be applied to all open
tax years as of the effective date. At this time, the Company is evaluating the implications of FIN 48 and whether it will have any
impact on the Companys financial statements.
In September 2006, FASB issued Statement on Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements. This standard establishes a single authoritative definition
of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS
No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. SFAS No. 157 is
effective for the Company beginning December 1, 2007. The changes to current U.S. generally accepted accounting principles from the
application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded
disclosures about fair value measurements. The Company has recently begun to evaluate the application of the statement, and is not in a
position at this time to evaluate the significance of its impact, if any, on the Companys financial statements.
3. Concentration of Risk
The Companys investment objective is to seek a high
level of total return with an emphasis on current dividends paid to its stockholders. Under normal circumstances, the Company intends
to invest at least 90 percent of its total assets in securities of domestic energy infrastructure companies, and to invest at least 70
percent of its total assets in equity securities of MLPs. The Company will not invest more than 10 percent of its total assets in any
single issuer as of the time of purchase. The Company may invest up to 25 percent of its assets in debt securities, which may include
below investment grade securities. Companies that primarily invest in a particular sector may experience greater volatility than
companies investing in a broad range of industry sectors. The Company may, for defensive purposes, temporarily invest all or a
significant portion of its assets in investment grade securities, short-term debt securities and cash or cash equivalents. To the
extent the Company uses this strategy, it may not achieve its investment objective.
4. Agreements
The Company has entered into an Investment Advisory
Agreement with Tortoise Capital Advisors, LLC (the Adviser). Under the terms of the agreement, the Company will pay the
Adviser a fee equal to an annual rate of 0.95 percent of the Companys average monthly total assets (including any assets
attributable to leverage) minus the sum of accrued liabilities (other than deferred income taxes, debt entered into for purposes of
leverage and the aggregate liquidation preference of outstanding preferred shares) (Managed Assets), in exchange for the
investment advisory services provided. For periods ending February 28, 2007, 2008 and 2009, the Adviser has agreed to waive or
reimburse the Company for fees and expenses in an amount equal to 0.10 percent of the average monthly Managed Assets of the
Company.
2007 Semi-Annual Report 25
Notes to Financial
Statements (Unaudited)
(Continued)
The Company has engaged U.S. Bancorp Fund Services, LLC to
serve as the Companys administrator. The Company pays the administrator a monthly fee computed at an annual rate of 0.07 percent
of the first $300,000,000 of the Companys Managed Assets, 0.06 percent on the next $500,000,000 of Managed Assets and 0.04
percent on the balance of the Companys Managed Assets.
Computershare Trust Company, N.A. serves as the
Companys transfer agent, dividend paying agent, and agent for the automatic dividend reinvestment plan.
U.S. Bank, N.A. serves as the
Companys custodian. The Company pays the custodian a monthly fee computed at an annual rate of 0.015 percent on the first
$100,000,000 of the Companys portfolio assets and 0.01 percent on the balance of the Companys portfolio
assets.
5. Income Taxes
Deferred income taxes reflect the net
tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax purposes.
Components of the Companys deferred tax assets and liabilities as of May 31, 2007, are as follows:
Deferred tax assets: |
|
|
|
Net operating loss carryforwards |
$ |
17,596,822 |
|
Organization
costs |
|
33,949 |
|
|
|
17,630,771 |
|
Deferred tax liabilities: |
|
|
|
Net
unrealized gains on investment securities and interest rate swap contracts |
|
216,813,540 |
|
Basis
reduction of investment in MLPs |
|
21,410,755 |
|
|
|
238,224,295 |
|
Total
net deferred tax liability |
$ |
220,593,524 |
|
For the period from December 1, 2006 to May 31, 2007, the
components of income tax expense include current foreign taxes (net of federal tax benefit) of $193,713 and deferred federal and state
income taxes (net of federal tax benefit) of $84,924,363 and $9,703,935, respectively. As of November 30, 2006, the Company had a net
operating loss for federal income tax purposes of approximately $40,788,000. If not utilized, this net operating loss will expire as
follows: $2,883,000, $15,979,000 and $21,926,000 in the years ending November 30, 2024, 2025 and 2026, respectively. The amount of the
deferred tax asset for net operating losses at May 31, 2007 also includes an amount for the year-to-date operations for the year ending
November 30, 2007.
Total income tax expense differs from
the amount computed by applying the federal statutory income tax rate of 35 percent to net investment loss and realized and unrealized
gains (losses) on investments and interest rate swap contracts before taxes for the period from December 1, 2006 to May 31, 2007, as
follows:
Application
of statutory income tax rate |
$ |
84,909,430 |
|
State
income taxes, net of federal tax benefit |
|
9,703,935 |
|
Foreign
taxes |
|
193,713 |
|
Other,
net |
|
14,933 |
|
Total |
$ |
94,822,011 |
|
26 Tortoise Energy Infrastructure Corp.
Notes to Financial
Statements (Unaudited)
(Continued)
At May 31, 2007, a valuation allowance was not recorded
because the Company believes it is more likely than not that there is an ability to realize its deferred tax asset.
As of May 31, 2007, the aggregate cost of securities for
federal income tax purposes was $777,436,242. At May 31, 2007, the aggregate gross unrealized appreciation for all securities in which
there was an excess of value over tax cost was $603,493,915 and the aggregate gross unrealized depreciation for all securities in which
there was an excess of tax cost over value was $166,087.
6. Restricted Securities
Certain of the Companys
investments are restricted and are valued as determined in accordance with procedures established by the Board of Directors and more
fully described in Note 2. The table below shows the number of units held, the acquisition date, acquisition cost, value per unit of
such securities and percent of net assets which the securities comprise.
Investment Security |
Number of Units |
Acquisition Date |
Acquisition Cost |
Value Per Unit |
Value as Percent of Net Assets |
Crosstex Energy, L.P. |
Series C Subordinated Units |
712,760 |
6/29/06 |
$ |
20,000,046 |
$31.34 |
3.1% |
Crosstex Energy, L.P. |
Series D Subordinated Units |
193,767 |
3/23/07 |
|
5,000,002 |
27.01 |
0.7 |
Enbridge Energy |
|
|
|
|
|
|
|
Partners, L.P. |
Class C Common Units |
955,782 |
4/02/07 |
|
50,000,000 |
54.13 |
7.2 |
Energy
Transfer |
|
|
|
|
|
|
|
Equity,
L.P. |
Common
Units |
729,661 |
11/27/06 |
|
20,000,008 |
39.06 |
3.9 |
Global
Partners, L.P. |
Class B
Common Units |
214,286 |
5/09/07 |
|
6,000,008 |
35.73 |
1.1 |
Magellan
Midstream |
|
|
|
|
|
|
|
Holdings,
L.P. |
Common
Units |
612,245 |
4/03/07 |
|
15,000,003 |
28.12 |
2.4 |
MarkWest
Energy |
|
|
|
|
|
|
|
Partners,
L.P. |
Common
Units |
121,286 |
4/09/07 |
|
4,000,012 |
32.43 |
0.5 |
|
|
|
|
$ |
120,000,079 |
|
18.9% |
|
|
|
|
|
|
|
|
The carrying value per unit of unrestricted common units of
Crosstex Energy, L.P. (which the restricted subordinated units are convertible into) was $34.65 on March 23, 2007, the date of the
purchase agreement, the date of acquisition and date an enforceable right to acquire the restricted Crosstex Energy, L.P. units was
obtained by the Company. The carrying value per unit of unrestricted common units of Enbridge Energy Partners, L.P. (which the
restricted Class C common units are convertible into) was $56.39 on April 2, 2007, the date of the purchase agreement, the date of
acquisition and date an enforceable right to acquire the restricted Enbridge Energy Partners, L.P. units was obtained by the Company.
The carrying value per unit of unrestricted common units of Global Partners, L.P. (which the restricted Class B common units are
convertible into) was $31.31 on March 17, 2007, the date of the purchase agreement, and $36.71 on May 9, 2007, the date of acquisition
and date an enforceable right to acquire the restricted Global Partners, L.P. units was obtained by the Company. The carrying value per
unit of unrestricted common units of Magellan Midstream Holdings, L.P. was $26.75 on April 3, 2007, the date of the purchase agreement,
the date of acquisition and date an enforceable right to acquire the restricted Magellan Midstream Holdings, L.P. units was obtained by
the Company. The carrying value per unit of unrestricted common units of MarkWest Energy Partners, L.P. was $34.40 on April 9, 2007,
the date of the purchase agreement, the date of acquisition and date an enforceable right to acquire the restricted MarkWest Energy
Partners, L.P. units was obtained by the Company.
2007 Semi-Annual Report 27
Notes to Financial
Statements (Unaudited)
(Continued)
7. Investments in Affiliates
Investments representing 5 percent or
more of the outstanding voting securities of a portfolio company result in that company being considered an affiliated company, as
defined in the 1940 Act. The aggregate market value of all securities of affiliates held by the Company as of May 31, 2007 amounted to
$118,434,078, representing 16.4 percent of net assets applicable to common stockholders. A summary of affiliated transactions for each
company which is or was an affiliate at May 31, 2007 or during the period from December 1, 2006 to May 31, 2007, is as
follows:
|
|
|
|
|
|
|
May 31, 2007 |
|
Share Balance 11/30/06 |
|
Gross Additions |
Gross Deductions |
Realized Gain (Loss) |
Gross Distributions Received |
Share Balance |
|
Value |
Holly Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners, L.P. |
427,070 |
|
$ |
|
|
$ |
|
|
$ |
|
$ |
582,951 |
427,070 |
|
$ |
21,421,831 |
K-Sea
Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners,
L.P. |
571,300 |
|
|
|
|
|
|
|
|
|
|
765,542 |
571,300 |
|
|
25,240,034 |
MarkWest
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners,
L.P.(1) |
1,016,877 |
|
|
1,384,765 |
|
|
|
|
|
|
|
2,101,157 |
2,080,354 |
|
|
71,772,213 |
|
|
|
$ |
1,384,765 |
|
$ |
|
|
$ |
|
$ |
3,449,650 |
|
|
$ |
118,434,078 |
(1) Company had a 2:1 stock split on March 1,
2007.
8. Investment Transactions
For the period from December 1, 2006 to May 31, 2007, the
Company purchased (at cost) and sold securities (proceeds) in the amount of $264,700,899 and $34,633,011 (excluding short-term
securities and interest rate swaps), respectively.
9. Auction Rate Senior Notes
The Company has issued $305,000,000 aggregate principal
amount of auction rate senior notes (collectively, the Notes). The Notes were issued in denominations of $25,000. Holders
of the Notes are entitled to receive cash interest payments at an annual rate that may vary for each rate period. Fair value of the
Notes approximates the carrying amount because the interest rate fluctuates with changes in interest rates available in the current
market. The table below shows the maturity date, notional amount, current rate as of May 31, 2007, the weighted-average rate for the
period from December 1, 2006 through May 31, 2007, and the typical rate period for each series of Notes outstanding at May 31,
2007.
28 Tortoise Energy Infrastructure Corp.
Notes to Financial
Statements (Unaudited)
(Continued)
Series |
Maturity Date |
Notional Amount |
Current Rate |
Weighted- Average Rate |
Rate Period |
Series A |
July 15, 2044 |
$ |
60,000,000 |
5.49% |
5.52% |
28 days |
Series B |
July 15, 2044 |
|
50,000,000 |
5.52% |
5.51% |
28 days |
Series C |
April 10 , 2045 |
|
55,000,000 |
5.50% |
5.46% |
7 days |
Series D |
March 27, 2047 |
|
70,000,000 |
5.50% |
5.39%(1) |
28 days |
Series E |
May 30, 2047 |
|
70,000,000 |
5.27% |
5.27%(2) |
28 days |
|
|
$ |
305,000,000 |
|
|
|
(1) Rate for period from March 27, 2007 (date of issuance) through May 31,
2007.
(2) Rate for
period from May 30, 2007 (date of issuance) through May 31, 2007.
The rates shown in the above table include the applicable
rate based on the latest results of the auction, plus commissions paid to the auction agent in the amount of 0.25 percent which are
included in auction agent fees in the accompanying Statement of Operations. For each subsequent rate period, the interest rate will be
determined by an auction conducted in accordance with the procedures described in the Notes prospectus. The Notes are not listed
on any exchange or automated quotation system.
The Notes are redeemable in certain circumstances at the
option of the Company. The Notes are also subject to a mandatory redemption if the Company fails to meet an asset coverage ratio
required by law, or fails to cure in a timely manner a deficiency as stated in the rating agency guidelines applicable to the
Notes.
The Notes are unsecured obligations of the Company and,
upon liquidation, dissolution or winding up of the Company, will rank: (1) senior to all the Companys outstanding preferred
shares; (2) senior to all of the Companys outstanding common shares; (3) on a parity with any unsecured creditors of the Company
and any unsecured senior securities representing indebtedness of the Company; and (4) junior to any secured creditors of the
Company.
10. Preferred Shares
The Company has 7,500 authorized Money Market Preferred
(MMP) Shares, of which 5,200 shares are currently outstanding. The MMP Shares have rights determined by the Board of
Directors. The MMP Shares have a liquidation value of $25,000 per share plus any accumulated, but unpaid dividends, whether or not
declared. Holders of the MMP Shares are entitled to receive cash dividend payments at an annual rate that may vary for each rate
period. Fair value of the MMP Shares approximates the carrying amount because the dividend rate fluctuates with changes in interest
rates available in the current market. The table below shows the number of shares outstanding, aggregate liquidation preference,
current rate as of May 31, 2007, the weighted-average rate for the period from December 1, 2006 through May 31, 2007, and the typical
rate period for each series of MMP Shares outstanding at May 31, 2007.
2007 Semi-Annual Report 29
Notes to Financial
Statements (Unaudited)
(Continued)
Series |
Shares Outstanding |
Aggregate Liquidation Preference |
Current Rate |
Weighted- Average Rate |
Rate Period |
MMP Shares |
|
1,400 |
|
$ |
35,000,000 |
5.57% |
5.58% |
28 days |
MMP II Shares |
|
1,400 |
|
|
35,000,000 |
5.59% |
5.59% |
28 days |
MMP III
Shares |
|
2,400 |
|
|
60,000,000 |
5.53% |
5.45%(1) |
28 days |
|
|
5,200 |
|
$ |
130,000,000 |
|
|
|
(1) Rate for period from April 5, 2007 (date of issuance)
through May 31, 2007.
The rates in the above table include the applicable rate
based on the latest results of the auction, plus commissions paid to the auction agent in the amount of 0.25 percent which are included
in the auction agent fees in the accompanying Statement of Operations. Under the Investment Company Act of 1940, the Company may not
declare dividends or make other distributions on shares of common stock or purchases of such shares if, at the time of the declaration,
distribution or purchase, asset coverage with respect to the outstanding MMP Shares would be less than 200 percent.
The MMP Shares are redeemable in certain
circumstances at the option of the Company. The MMP Shares are also subject to a mandatory redemption if the Company fails to meet an
asset coverage ratio required by law, or fails to cure a deficiency in a timely manner as stated in the rating agency
guidelines.
The holders of MMP Shares have voting
rights equal to the holders of common stock (one vote per share) and will vote together with the holders of shares of common stock as a
single class except on matters affecting only the holders of preferred stock or the holders of common stock.
11. Interest Rate Swap Contracts
The Company has entered into interest rate swap contracts
to protect itself from increasing interest expense on its leverage resulting from increasing short-term interest rates. A decline in
interest rates may result in a decline in the value of the swap contracts, which may result in a decline in the net assets of the
Company. In addition, if the counterparty to the interest rate swap contracts defaults, the Company would not be able to use the
anticipated receipts under the swap contracts to offset the interest payments on the Companys leverage. At the time the interest
rate swap contracts reach their scheduled termination, there is a risk that the Company would not be able to obtain a replacement
transaction, or that the terms of the replacement would not be as favorable as on the expiring transaction. In addition, if the Company
is required to terminate any swap contract early due to the Company failing to maintain a required 300 percent and 200 percent asset
coverage of the liquidation value of the outstanding auction rate senior notes and MMP shares, respectively, or if the Company loses
its credit rating on its auction rate senior notes or MMP Shares, then the Company could be required to make a termination payment, in
addition to redeeming all or some of the auction rate senior notes and MMP Shares. Details of the interest rate swap contracts
outstanding as of May 31, 2007, are as follows:
30 Tortoise Energy Infrastructure Corp.
Notes to Financial
Statements (Unaudited)
(Continued)
Counterparty |
Maturity Date |
Notional Amount |
Fixed Rate Paid by the Company |
Floating Rate Received by the Company |
Unrealized Appreciation |
U.S. Bank, N.A. |
7/10/2007 |
$ |
60,000,000 |
3.54% |
1 month U.S. Dollar LIBOR |
$ |
165,706 |
U.S. Bank, N.A.* |
7/05/2011 |
|
60,000,000 |
4.63% |
1 month U.S. Dollar LIBOR |
|
1,214,376 |
U.S.
Bank, N.A. |
7/17/2007 |
|
50,000,000 |
3.56% |
1 month U.S. Dollar LIBOR |
|
137,119 |
U.S.
Bank, N.A.* |
7/12/2011 |
|
50,000,000 |
4.64% |
1 month U.S. Dollar LIBOR |
|
1,001,420 |
U.S.
Bank, N.A. |
5/01/2014 |
|
55,000,000 |
4.54% |
1 week U.S. Dollar LIBOR |
|
2,303,217 |
U.S.
Bank, N.A. |
11/12/2020 |
|
35,000,000 |
5.20% |
1 month U.S. Dollar LIBOR |
|
600,143 |
U.S.
Bank, N.A. |
11/18/2020 |
|
35,000,000 |
5.21% |
1 month U.S. Dollar LIBOR |
|
575,120 |
U.S.
Bank, N.A. |
4/21/2012 |
|
60,000,000 |
4.99% |
1 month U.S. Dollar LIBOR |
|
595,270 |
U.S.
Bank, N.A. |
4/21/2013 |
|
60,000,000 |
5.03% |
1 month U.S. Dollar LIBOR |
|
636,932 |
|
|
$ |
465,000,000 |
|
|
$ |
7,229,303 |
* The Company has entered into additional interest rate swap contracts for
Series A and Series B notes with settlements commencing on 7/10/2007 and 7/17/2007, respectively.
The Company is exposed to credit risk on the interest rate
swap contracts if the counterparty should fail to perform under the terms of the interest rate swap contracts. The amount of credit
risk is limited to the net appreciation of the interest rate swap contract, as no collateral is pledged by the
counterparty.
12. Common Stock
The Company has 100,000,000 shares of
capital stock authorized and 18,700,689 shares outstanding at May 31, 2007. Transactions in common shares for the year ended November
30, 2006 and the period ended May 31, 2007, were as follows:
Shares at November 30, 2005 |
14,905,515 |
Shares sold through shelf offering |
1,675,050 |
Shares issued through reinvestment of dividends |
151,500 |
Shares at November 30, 2006 |
16,732,065 |
Shares sold through shelf offerings |
1,927,915 |
Shares issued through reinvestment of dividends |
40,709 |
Shares at May 31, 2007 |
18,700,689 |
2007 Semi-Annual Report 31
Notes to Financial
Statements (Unaudited)
(Continued)
13. Credit Facilities
On June 13, 2006, the Company entered into a $20,000,000
unsecured committed credit facility maturing June 13, 2007, with U.S. Bank, N.A. The principal amount of the credit facility was
subsequently increased to $120,000,000. The credit facility had a variable annual interest rate equal to the one-month LIBOR rate plus
0.75 percent. Proceeds from the credit facility were used to execute the Companys investment objective.
On March 22, 2007, the Company entered into an agreement
establishing a new $150,000,000 unsecured committed credit facility maturing on March 21, 2008. The new credit facility replaces the
previous credit facility. Under the terms of the new credit facility, U.S. Bank, N.A. serves as a lender and the lending syndicate
agent on behalf of other lenders participating in the credit facility. Outstanding balances generally will accrue interest at a
variable annual rate equal to the one-month LIBOR rate plus 0.75 percent.
The average principal balance and interest rate for the
period during which the credit facilities were utilized was approximately $52,000,000 and 6.08 percent, respectively. At May 31, 2007,
the principal balance outstanding was $0.
14. Subsequent Events
On June 1, 2007, the Company paid a dividend in the amount
of $0.545 per common share, for a total of $10,191,875. Of this total, the dividend reinvestment amounted to $1,065,700.
32 Tortoise Energy Infrastructure Corp.
Additional Information (Unaudited)
Stockholder Proxy Voting Results
The annual meeting of stockholders was held on April 13,
2007. The matters considered at the meeting, together with the actual vote tabulations relating to such matters are as
follows:
1. To
elect H. Kevin Birzer and John R. Graham as Directors of the Company, each to hold office for a term of three years and until his
successor is duly elected and qualified.
|
|
No. of Shares |
|
(i) H. Kevin Birzer |
|
|
|
|
Affirmative |
|
16,084,628 |
|
|
Withheld |
|
1,121,009 |
|
|
TOTAL |
|
17,205,637 |
|
|
(ii) John R. Graham* |
|
|
|
|
Affirmative |
|
2,788 |
|
|
Withheld |
|
0 |
|
|
TOTAL |
|
2,788 |
|
*Only preferred stockholders are entitled to vote on
this director.
Charles E. Heath and Terry C. Matlack
continued as directors and their terms expire on the date of the 2009 annual meeting of stockholders, and Conrad S. Ciccotello
continued as a director and his term expires on the date of the 2008 annual meeting of stockholders.
2. To
grant the Company the authority to sell common shares for less than net asset value, subject to certain conditions.
|
Vote of Common Stockholders of Record
(92 Stockholders of Record as of Record Date) |
No. of Recordholders Voting |
|
Affirmative |
|
54 |
|
|
Against |
|
4 |
|
|
Abstain |
|
2 |
|
|
TOTAL |
|
60 |
|
|
Vote of Stockholders |
No. of Shares |
|
Affirmative |
|
6,874,920 |
|
|
Against |
|
853,778 |
|
|
Abstain |
|
128,755 |
|
|
Broker Non-votes |
|
9,348,184 |
|
|
TOTAL |
|
17,205,637 |
|
3. To
ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year
ending November 30, 2007.
|
|
No. of Shares |
|
Affirmative |
|
17,104,676 |
|
|
Against |
|
53,084 |
|
|
Abstain |
|
47,877 |
|
|
TOTAL |
|
17,205,637 |
|
Based upon votes required for approval, each of these
matters passed.
2007 Semi-Annual Report 33
Additional Information (Unaudited)
(Continued)
Director and Officer Compensation
The Company does not compensate any of its
directors who are interested persons nor any of its officers. For the period ended May 31, 2007, the aggregate compensation paid by the
Company to the independent directors was $69,000. The Company did not pay any special compensation to any of its directors or
officers.
Forward-Looking Statements
This report contains forward-looking statements
within the meaning of the Securities Act of 1933. By their nature, all forward-looking statements involve risks and uncertainties, and
actual results could differ materially from those contemplated by the forward-looking statements. Several factors that could materially
affect Tortoise Energy Infrastructure Corporations (the Company) actual results are the performance of the portfolio
of investments held by it, the conditions in the U.S. and international financial, petroleum and other markets, the price at which
shares of the Company will trade in the public markets and other factors discussed in filings with the SEC.
Proxy Voting Policies
A description of the policies and procedures that the
Company uses to determine how to vote proxies relating to portfolio securities owned by the Company and information regarding how the
Company voted proxies relating to the portfolio of securities during the period ended June 30, 2006 are available to stockholders (i)
without charge, upon request by calling the Company at (913) 981-1020 or toll-free at (866) 362-9331 and on the Companys Web site
at www.tortoiseadvisors.com; and (ii) on the SECs Web site at www.sec.gov.
Form N-Q
The Company files its complete schedule of portfolio
holdings for the first and third quarters of each fiscal year with the SEC on Form N-Q. The Companys Form N-Q and statement of
additional information are available without charge upon request by calling the Company at (866) 362-9331 or by visiting the SECs
Web site at www.sec.gov. In addition, you may review and copy the Companys Form N-Q at the SECs Public Reference Room in
Washington D.C. You may obtain information on the operation of the Public Reference Room by calling (800) SEC-0330.
The Companys Form N-Qs are also available on the
Companys Web site at www.tortoiseadvisors.com.
Statement of Additional Information
The Statement of Additional Information (SAI)
includes additional information about the fund directors and is available upon request without charge by calling the Company at (866)
362-9331.
Certifications
The Companys Chief Executive Officer has submitted to
the New York Stock Exchange the annual CEO certification as required by Section 303A.12(a) of the NYSE Listed Company
Manual.
The Company has filed with the SEC the certification of its
Chief Executive Officer and Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act.
34 Tortoise Energy Infrastructure Corp.
Additional Information (Unaudited)
(Continued)
Privacy Policy
In order to conduct its business, the Company collects and
maintains certain nonpublic personal information about its stockholders of record with respect to their transactions in shares of the
Companys securities. This information includes the stockholders address, tax identification or Social Security number,
share balances, and dividend elections. We do not collect or maintain personal information about stockholders whose share balances of
our securities are held in street name by a financial institution such as a bank or broker.
We do not disclose any nonpublic personal information about
you, the Companys other stockholders or the Companys former stockholders to third parties unless necessary to process a
transaction, service an account, or as otherwise permitted by law.
To protect your personal information internally, we
restrict access to nonpublic personal information about the Companys stockholders to those employees who need to know that
information to provide services to our stockholders. We also maintain certain other safeguards to protect your nonpublic personal
information.
2007 Semi-Annual Report 35
Office of the Company and of the Investment Adviser
Tortoise Capital Advisors, L.L.C. 10801 Mastin Boulevard, Suite 222 Overland Park, Kan. 66210 (913) 981-1020 (913) 981-1021 (fax)
www.tortoiseadvisors.com
Managing Directors of Tortoise Capital Advisors, L.L.C.
H. Kevin Birzer Zachary A. Hamel Kenneth P. Malvey Terry Matlack David J. Schulte
Board of Directors of Tortoise Energy Infrastructure Corp.
H. Kevin Birzer, Chairman Tortoise Capital Advisors, L.L.C.
Terry Matlack Tortoise Capital Advisors, L.L.C.
Conrad S. Ciccotello Independent
John R. Graham Independent
Charles E. Heath Independent |
ADMINISTRATOR U.S. Bancorp Fund
Services, L.L.C. 615 East Michigan St. Milwaukee, Wis. 53202
CUSTODIAN U.S. Bank, N.A.
1555 North Rivercenter Drive, Suite 302 Milwaukee, Wis. 53212
TRANSFER, DIVIDEND DISBURSING AND DIVIDEND REINVESTMENT AND
CASH PURCHASE PLAN AGENT Computershare Trust Company, N.A.
P.O. Box 43078 Providence, R.I. 02940-3078 (888) 728-8784 (312) 588-4990 www.computershare.com
LEGAL COUNSEL
Blackwell Sanders LLP 4801 Main St. Kansas City, Mo. 64112
INVESTOR RELATIONS
(866) 362-9331 info@tortoiseadvisors.com
STOCK SYMBOL
Listed NYSE Symbol: TYG
This report is for stockholder information. This is not a prospectus intended for
use in the purchase or sale of fund shares.
Past performance is no guarantee of future results and your investment may be worth more or less at the time you sell. |
Tortoise Capital Advisors Investment Companies
|
Name |
Ticker/ Inception Date |
Targeted Investments |
Investor Suitability |
Investment Restrictions |
Total Assets as of 5/31/07 ($ in millions) |
Tortoise Energy |
TYG Feb. 2004 |
U.S. Energy Infrastructure |
Retirement Accounts Pension Plans Taxable Accounts |
30% Restricted Securities 10% Issuer-Limited |
$1,394 |
Tortoise Capital |
TYY May 2005 |
U.S. Energy Infrastructure |
Retirement Accounts Pension Plans Taxable Accounts |
50% Restricted Securities 15% Issuer-Limited |
$985 |
Tortoise North America |
TYN Oct. 2005 |
Canadian and U.S. Energy Infrastructure |
Taxable Accounts |
50% Restricted Securities Diversified to Meet RIC Requirements |
$194 |
Tortoise Capital Resources |
TTO Dec. 2005 (Feb. 2007 IPO) |
U.S. Energy Infrastructure Private and Micro Cap Public Companies |
Retirement Accounts Pension Plans Taxable Accounts |
30% Publicly-Traded Securities |
$131 |
...Steady Wins
Tortoise Capital Advisors,
L.L.C.
Investment Adviser to
Tortoise Energy Infrastructure Corp.
10801 Mastin Blvd., Suite 222
Overland Park, Kan. 66210 (913) 981-1020 (913) 981-1021 (fax)
www.tortoiseadvisors.com
Item 2. Code of Ethics.
Not applicable for semi-annual reports.
Item 3. Audit Committee Financial Expert.
Not applicable for semi-annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable for semi-annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable for semi-annual reports.
Item 6. Schedule of Investments.
Schedule of Investments is included as part of the report to shareholders filed under Item 1.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment
Companies.
Not applicable for semi-annual reports.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Unless otherwise indicated, information is presented as of May 31, 2007.
Portfolio Managers
Management of the registrants portfolio is the responsibility of a team of portfolio managers
consisting of H. Kevin Birzer, Zachary A. Hamel, Kenneth P. Malvey, Terry C. Matlack and David J. Schulte, all of whom are Managers
of the Adviser, comprise the investment committee of the Adviser and share responsibility for such investment management. All
decisions to invest in a portfolio company must be approved by the unanimous decision of the Advisers investment committee and
any one member of the Advisers investment committee can require the Advisor to sell a security or can veto the investment
committees decision to invest in a security. Biographical information about each member of the Advisers investment
committee as of the date of this filing is set forth below.
Name |
Positions(s) Held With Registrant and Length of Time Served |
Principal Occupation During Past Five Years |
H. Kevin Birzer |
Director and Chairman of the Board since 2003 |
Managing Director of the Adviser since 2002; Partner, Fountain Capital Management, L.L.C. (Fountain
Capital), a registered investment advisor (1990 present). Formerly, Vice President, Corporate Finance Department,
Drexel Burnham Lambert (1986-1989);and Vice President, F. Martin Koenig & Co. (1983- 1986). |
Zachary A. Hamel |
Senior Vice President since April 2007; Secretary from 2003 to April 2007 |
Managing
Director of the Adviser since 2002; Partner, Fountain Capital (1997-present). |
Kenneth P. Malvey |
Treasurer since November 2005; Assistant Treasurer from 2003 to November 2005 |
Managing Director of the Adviser since 2002; Partner, Fountain Capital (2002-present). Formerly, Investment Risk
Manager and member of the Global Office of Investments, GE Capitals Employers Reinsurance Corporation (1996 - 2002). |
Terry C. Matlack |
Director and Chief Financial Officer since 2003, Chief Compliance Officer from 2004
through May 2006; Assistant Treasurer since November 2005; Treasurer from 2003 to November 2005 |
Managing Director of the Adviser since 2002; full-time Managing Director, Kansas City Equity Partners LC
(KCEP), a private equity firm (2001- 2002). Formerly, President, GreenStreet Capital (1995 - 2001). |
David J. Schulte |
President and Chief Executive Officer of registrant since 2003 |
Managing Director of the Adviser since 2002; full-time Managing Director, KCEP (1993-2002). |
Messrs. Birzer and Matlack also serve as directors of Tortoise North American Energy Corporation
(TYN), Tortoise Energy Capital Corporation (TYY), Tortoise Total Return Fund, LLC (TTRF), and
Tortoise Gas and Oil Corporation (TGO), registered closed-end management investment companies, as well as Tortoise
Capital Resources Corporation (TTO), a closed-end management investment company that has elected to be regulated as a
business development company. Messrs. Matlack, Schulte, Hamel and Malvey also serve as officers of TYN, TYY, TTO, TTRF and TGO. The
Adviser also serves as the investment adviser to TYN, TYY, TTO, TTRF and TGO.
The following table provides information about the other accounts managed on a
day-to-day basis by each of the portfolio managers as of May 31, 2007:
Name of Manager |
Number of Accounts |
Total Assets of Accounts |
Number of Accounts Paying a Performance Fee |
Total Assets of Accounts Paying a Performance Fee |
H. Kevin Birzer |
|
|
|
|
Registered investment companies |
2 |
$1,179,911,593 |
0 |
|
Other pooled investment vehicles |
5 |
$ 313,624,987 |
1 |
$130,900,833 |
Other accounts |
195 |
$2,109,189,577 |
0 |
|
Zachary A. Hamel |
|
|
|
|
Registered investment companies |
2 |
$1,179,911,593 |
0 |
|
Other pooled investment vehicles |
5 |
$ 313,624,987 |
1 |
$130,900,833 |
Other accounts |
195 |
$2,109,189,577 |
0 |
|
Kenneth P. Malvey |
|
|
|
|
Registered investment companies |
2 |
$1,179,911,593 |
0 |
|
Other pooled investment vehicles |
5 |
$ 313,624,987 |
1 |
$130,900,833 |
Other accounts |
195 |
$2,109,189,577 |
0 |
|
Terry C. Matlack |
|
|
|
|
Registered investment companies |
2 |
$1,179,911,593 |
0 |
|
Other pooled investment vehicles |
1 |
$ 130,900,833 |
1 |
$130,900,833 |
Other accounts |
175 |
$ 243,122,513 |
0 |
|
David J. Schulte |
|
|
|
|
Registered investment companies |
2 |
$1,179,911,593 |
0 |
|
Other pooled investment vehicles |
1 |
$ 130,900,833 |
1 |
$130,900,833 |
Other accounts |
175 |
$ 243,122,513 |
0 |
|
Material Conflicts of Interest
Conflicts of interest may arise from the fact that the Adviser and its affiliates
carry on substantial investment activities for other clients, in which the Registrant has no interest. The Adviser or its affiliates
may have financial incentives to favor certain of these accounts over the Registrant. Any of their proprietary accounts or other
customer accounts may compete with the Registrant for specific trades. The Adviser or its affiliates may give advice and recommend
securities to, or buy or sell securities for, other accounts and customers, which advice or securities recommended may differ from
advice given to, or securities recommended or bought or sold for, the Registrant, even though their investment objectives may be the
same as, or similar to, the Registrants objectives. The Adviser may also have an incentive to make investments in one fund,
having the effect of increasing the value of a security in the same issuer held by another fund, which in turn may result in an
incentive fee being paid to the Adviser by that other fund. The Adviser has written allocation policies and procedures that it will
follow in addressing any conflicts. When two or more clients advised by the Adviser or its affiliates seek to purchase or sell the
same publicly traded securities, the securities actually purchased or sold will be allocated among the clients on a good faith
equitable basis by the Adviser in its discretion and in accordance with each clients investment objectives and the
Advisers procedures. In some cases, this system may adversely affect the price or size of the position the Registrant may
obtain or sell. In other cases, the Registrants ability to participate in volume transactions may produce better execution for
it.
The Registrant, TYN, TYY, TTO, TTRF and TGO have the same investment adviser, rely on
some of the same personnel and will use the same portfolio managers. To the extent certain energy infrastructure company securities
meet the Registrants investment objective and the objectives of other investment companies or accounts managed by the Adviser,
the Registrant may compete with such companies or accounts for the same investment opportunities.
Situations may occur when the Registrant could be disadvantaged because of the
investment activities conducted by the Adviser and its affiliates for their other accounts. Such situations may be based on, among
other things, the following: (1) legal or internal restrictions on the combined size of positions that may be taken for the
Registrant or the other accounts, thereby limiting the size of the registrants or the other accounts position; (2) the
difficulty of liquidating an investment for the Registrant or the other accounts where the market cannot absorb the sale of the
combined position; or (3) limits on co-investing in private placement securities under the Investment Company Act of 1940. The
Registrants investment opportunities may be limited by affiliations of the Adviser or its affiliates with energy
infrastructure companies.
Under the Investment Company Act of 1940, the Registrant and its affiliated companies
are generally precluded from co-investing in negotiated private placements of securities. Except as permitted by law, the Adviser
will not co-invest its other clients assets in negotiated private transactions in which the Registrant invests. To the extent
the Registrant is precluded from co-investing, the Adviser will allocate private investment opportunities among its clients,
including but not limited to the Registrant and its affiliated companies, based on allocation policies that take into account
several suitability factors, including the size of the investment opportunity, the amount each client has available for investment
and the clients investment objectives. These allocation policies may result in the allocation of investment opportunities to
an affiliated company rather than to the Registrant.
Compensation
None of Messrs. Birzer, Hamel, Malvey, Matlack or Schulte receives any direct
compensation from the Registrant or any other of the managed accounts reflected in the table above. All such accounts are managed by
the Adviser or Fountain Capital. Messrs. Birzer, Hamel, Malvey, Matlack and Schulte are full-time employees of the Adviser and
receive a fixed salary for the services they provide. Each of Messrs. Birzer, Hamel, Malvey, Matlack and Schulte own an equity
interest in either KCEP or Fountain Capital, the two entities that control the Adviser, and each thus benefits from increases in the
net income of the Adviser.
Securities Owned in the Registrant by Portfolio Managers
The following table provides information about the dollar range of equity securities
in the registrant beneficially owned by each of the portfolio managers as of June 30, 2007:
Portfolio Manager |
Aggregate Dollar Range of Holdings in the Registrant |
H. Kevin Birzer |
Over $1,000,000 |
Zachary A. Hamel |
$100,001-$500,000 |
Kenneth P. Malvey |
$100,001-$500,000 |
Terry C. Matlack |
$100,001-$500,000 |
David J. Schulte |
$100,001-$500,000 |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated
Purchasers.
Period |
(a) Total Number of Shares (or Units) Purchased |
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced
Plans or Programs |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May
Yet Be Purchased Under the Plans or Programs |
Month #1 12/1/06-12/31/06 |
0 |
0 |
0 |
0 |
Month #2 1/1/07-1/31/07 |
0 |
0 |
0 |
0 |
Month #3 2/1/07-2/28/07 |
0 |
0 |
0 |
0 |
Month #4 3/1/07-3/31/07 |
0 |
0 |
0 |
0 |
Month #5 4/1/07-4/30/07 |
0 |
0 |
0 |
0 |
Month #6 5/1/07-5/31/07 |
0 |
0 |
0 |
0 |
Total |
0 |
0 |
0 |
0 |
Item 10. Submission of Matters to a Vote of Security Holders.
None.
Item 11. Controls and Procedures.
(a)The Registrants President/Chief Executive Officer and Chief Financial
Officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment
Company Act of 1940 (the 1940 Act)) are effective as of a date within 90 days of the filing date of this report, based
on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b)
under the Securities Exchange Act of 1934, as amended.
(b)There were no changes in the Registrant's internal controls over financial
reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant's second fiscal quarter of the period
covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal
control over financial reporting.
Item 12. Exhibits.
(a)(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by
Item 2, to the extent that the Registrant intends to satisfy Item 2 requirements through filing of an exhibit. Not
applicable.
(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed
herewith.
(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given
during the period covered by the report by or on behalf of the Registrant to 10 or more persons. None.
(b) Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished
herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of
1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) |
Tortoise Energy Infrastructure Corporation |
By (Signature and Title) |
/s/ David Schulte |
|
David J. Schulte, President and Chief Executive Officer |
Date July 30, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of
1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
By (Signature and Title) |
/s/ David Schulte |
|
David J. Schulte, President and Chief Executive Officer |
Date July 30, 2007
By (Signature and Title) |
/s/ Terry Matlack |
|
Terry C. Matlack, Chief Financial Officer |
Date July 30, 2007