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.
October 19, 2007
Dear Fellow Stockholders,
Tortoise Energy Infrastructure Corp. (Tortoise Energy)
had a difficult third quarter with respect to stock valuation, despite healthy distribution increases reported by our portfolio
companies. Our stock price declined from a record closing high of $44.89 on July 12, 2007 to $39.52 on Aug. 31, 2007. However, for
the nine month period ended Aug. 31, 2007, an investment in Tortoise Energy returned 14.4 percent based on market value, including
the reinvestment of dividends. Absent any fundamental issues in the MLP sector, we attribute the weak performance to technical
pressures around a broad market sell-off related to subprime mortgage and credit market concerns. These conditions impacted many
yield products including MLPs and closed-end funds. Additionally, the auction rate market faced higher rates which further
impacted our stock price performance. Despite these recent events, we remain optimistic that the energy infrastructure sector MLPs
offer attractive investment opportunities for patient investors.
On Aug. 13, 2007, we declared a quarterly dividend of
$0.55 per share, our eleventh dividend increase since full investment of the initial public offering proceeds. This is an
annualized dividend of $2.20, an eight 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 represented an annualized yield of
5.6 percent based on the closing price of $39.52 on Aug. 31, 2007. As of today, Tortoise Energys annualized yield is 6.5
percent. 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 four percent on an annualized basis.
Investment Review
Tortoise Energy was actively involved in financing MLP
growth projects and asset purchases. During the quarter, we completed three direct placement investments totaling $33.5 million.
In June, we acquired $17.5 million of DCP Midstream Partners, LP common units and $7 million of Plains All American Pipeline, L.P.
common units. In July, we invested $9 million in Exterran Partners, L.P. common units. In addition, in June, we invested $3.8
million in the initial public offering of Spectra Energy Partners, LP, and in July, we invested $3.3 million in the initial public
offering of SemGroup Energy Partners, L.P.
U.S. Master Limited Partnership Overview and
Investment Outlook
For the quarter, the S&P MLP Index was down -7.3
percent. However, year-to-date through Aug. 31, 2007, the S&P MLP Index total return was 9.9 percent, comparing favorably to
the FTSE NAREIT Equity REIT Index return of 6.6 percent, the Dow Jones Utility Average Index return of 8.3 percent, and the
S&P 500 Index return of 5.2 percent. In our view, the recent sector weakness provides an attractive investment value for
long-term investors.
Industry analysts have postulated that recent selling
pressure in the MLP sector was caused by institutional investors exiting positions either as a function of margin calls or
redemptions. As a result, there has been less capital flowing to the direct placement market. As an active participant in direct
placements, we believe MLP issuers appreciate our patient, long-term commitment to sector growth.
Our Leverage
The auction-rate market where Tortoise Energy and
other closed end funds borrow, faced adverse conditions during the quarter. We believe the liquidity needs of institutional and
corporate auction rate investors, caused in part by conditions in the subprime mortgage market, created a decline in investor
demand for auction rate investments. Our auction rate notes and preferred shares have historically reset with interest rate terms
at or near 1-Month LIBOR (the London Interbank Offered Rate). In late August, the spreads between the rate resets and 1-Month
LIBOR began to widen. In early October, these spreads have narrowed partly because, unlike the investors in subprime mortgages who
are experiencing increasing default rates, our underlying investments have generally reported distribution increases and favorable
economic trends.
2007 3rd Quarter Report 1
We attempt to hedge interest rate exposure associated
with changes in short-term LIBOR. However, effective hedges are not available with respect to the spread of our auction rates
above or below LIBOR.
In the short-term, we expect our exposure to widening
LIBOR spreads to impact our ability to grow our annualized dividends at historical rates. However, if our spreads to LIBOR revert
to their historical norm, then the growth we expect from our underlying holdings will quickly outpace the impact of the current
auction rate increases and allow us to resume our strategy of steadily growing dividends.
We nevertheless took steps since
August to reduce our exposure to volatility in the auction rate market. We extended the interest and dividend reset dates on our
Series A and Series B auction rate notes and Series I and Series II MMP shares.
As a result of funding the direct placement and IPO
opportunities in June and July, and the decreased valuations within the MLP sector, our leverage ratio was 36.8 percent of total
assets as of Aug. 31, 2007. This amount of leverage is within our borrowing limits; however, it has been our practice to reduce
leverage over time to our long-term leverage goal of 33 percent of total assets. This can be accomplished through growth in value
of our investments, issuance of new common equity and the redemption of outstanding leverage. Subsequent to quarter-end, we gave
notice that we intend to redeem $70 million of our notes, to be funded with proceeds from normal portfolio turnover and our bank
revolver. We expect that we will have in excess of $125 million available on our revolver after the redemption of notes.
Leverage will continue to be a
critical component of our investment strategy as long as we believe that leverage will serve the best interests of our
stockholders. The principal factor in making this determination is whether the potential total return is likely to exceed the cost
of leverage.
In Closing
In our view, the fundamental thesis for MLPs remains
intact. We expect organic growth and acquisition opportunities to remain strong which should lead to continued distribution
growth. We believe the quality and growth prospects of midstream energy infrastructure companies remain as strong as ever,
producing handsome current yields with relatively low risk.
Thank you for your investment in Tortoise Energy.
Sincerely,
The Managing Directors
Tortoise Capital Advisors,
L.L.C.
|
|
|
|
|
H. Kevin Birzer |
|
Zachary A. Hamel |
|
Kenneth P. Malvey |
|
|
|
|
|
Terry Matlack |
|
David J. Schulte |
|
...Steady Wins
2 Tortoise Energy Infrastructure Corp.
Summary Financial Information (Unaudited)
|
Nine Months Ended August 31, 2007 |
|
|
|
|
|
|
|
Market value per share |
$ |
39.52 |
|
Net asset value per share |
|
34.63 |
|
Total net assets |
|
648,550,875 |
|
Unrealized appreciation of investments (excluding interest |
|
|
|
rate swap contracts) before deferred taxes |
|
127,374,313 |
|
Unrealized appreciation of investments and interest |
|
|
|
rate swap contracts after deferred taxes |
|
78,502,219 |
|
Net investment loss |
|
(8,593,814 |
) |
Total realized gain after deferred taxes |
|
14,049,254 |
|
Total return (based on market value)(1) |
|
14.43 |
% |
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) |
|
6.25 |
% |
|
|
|
|
(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
August 31, 2007 (Unaudited)
(Percentages based on total investment portfolio)
|
2007 3rd Quarter
Report 3
Key Financial Data (Unaudited)
(dollar
amounts in thousands unless otherwise indicated)
|
|
2006 |
|
|
|
Q3(1) |
|
Total Distributions Received from Investments |
|
|
|
Distributions received from master limited partnerships |
$ |
11,715 |
|
Dividends paid in stock |
|
1,689 |
|
Dividends from common stock |
|
34 |
|
Short-term interest and dividend income |
|
194 |
|
Total from investments |
|
13,632 |
|
Operating Expenses Before Leverage Costs and Current Taxes |
|
|
|
Advisory fees, net of reimbursement |
|
1,660 |
|
Other operating expenses |
|
321 |
|
|
|
1,981 |
|
Distributable cash flow before leverage costs and current taxes |
|
11,651 |
|
Leverage costs(2) |
|
2,864 |
|
Current income tax expense |
|
138 |
|
Distributable Cash Flow(3) |
$ |
8,649 |
|
Dividends paid on common stock |
$ |
8,494 |
|
Dividends paid on common stock per share |
|
0.510 |
|
Payout percentage for period(4) |
|
98.2 |
% |
Total assets, end of period |
|
835,250 |
|
Average total assets during period(5) |
|
786,791 |
|
Leverage (Tortoise Notes, Preferred Stock and short-term credit
facility)(6) |
|
235,000 |
|
Leverage as a percent of total assets |
|
28.1% |
|
Unrealized appreciation net of deferred taxes, end of period |
|
148,264 |
|
Net assets, end of period |
|
492,866 |
|
Average net assets during period (7) |
|
446,196 |
|
Net asset value per common share |
|
29.59 |
|
Market value per share |
|
30.62 |
|
Shares outstanding |
|
16,655,177 |
|
Selected Operating Ratios(8) |
|
|
|
As a Percent of Average Total Assets |
|
|
|
Total distributions received from investments |
|
6.87 |
% |
Operating expenses before leverage costs and current taxes |
|
1.00 |
% |
Distributable cash flow before leverage costs and current taxes |
|
5.87 |
% |
As a Percent of Average Net Assets |
|
|
|
Distributable cash flow(3) |
|
7.69 |
% |
(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 |
|
Q4(1) |
|
Q1(1) |
|
Q2(1) |
|
Q3(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,595 |
|
$ |
14,075 |
|
$ |
16,056 |
|
$ |
17,049 |
|
|
1,745 |
|
|
1,801 |
|
|
2,802 |
|
|
2,869 |
|
|
|
|
|
|
|
|
|
|
|
50 |
|
|
156 |
|
|
129 |
|
|
154 |
|
|
40 |
|
|
14,496 |
|
|
16,005 |
|
|
19,012 |
|
|
20,008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,796 |
|
|
2,122 |
|
|
2,748 |
|
|
2,966 |
|
|
335 |
|
|
342 |
|
|
388 |
|
|
433 |
|
|
2,131 |
|
|
2,464 |
|
|
3,136 |
|
|
3,399 |
|
|
12,365 |
|
|
13,541 |
|
|
15,876 |
|
|
16,609 |
|
|
2,784 |
|
|
3,320 |
|
|
4,912 |
|
|
6,191 |
|
|
138 |
|
|
145 |
|
|
49 |
|
|
33 |
|
$ |
9,443 |
|
$ |
10,076 |
|
$ |
10,915 |
|
$ |
10,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
8,848 |
|
$ |
9,845 |
|
$ |
10,192 |
|
$ |
10,300 |
|
|
0.530 |
|
|
0.540 |
|
|
0.545 |
|
|
0.550 |
|
|
93.7 |
% |
|
97.7 |
% |
|
93.4 |
% |
|
99.2 |
% |
|
928,431 |
|
|
1,130,442 |
|
|
1,393,637 |
|
|
1,332,533 |
|
|
865,220 |
|
|
1,028,848 |
|
|
1,282,827 |
|
|
1,396,907 |
|
|
267,450 |
|
|
316,600 |
|
|
435,000 |
|
|
490,000 |
|
|
28.8 |
% |
|
28.0% |
|
|
31.2 |
% |
|
36.8 |
% |
|
196,037 |
|
|
259,275 |
|
|
338,616 |
|
|
274,539 |
|
|
532,433 |
|
|
635,044 |
|
|
724,194 |
|
|
648,551 |
|
|
507,852 |
|
|
602,104 |
|
|
706,449 |
|
|
694,971 |
|
|
31.82 |
|
|
34.83 |
|
|
38.73 |
|
|
34.63 |
|
|
36.13 |
|
|
36.38 |
|
|
42.12 |
|
|
39.52 |
|
|
16,732,065 |
|
|
18,232,065 |
|
|
18,700,689 |
|
|
18,727,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.72 |
% |
|
6.31 |
% |
|
5.88 |
% |
|
5.68 |
% |
|
0.99 |
% |
|
0.97 |
% |
|
0.97 |
% |
|
0.97 |
% |
|
5.73 |
% |
|
5.34 |
% |
|
4.91 |
% |
|
4.71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
7.46 |
% |
|
6.79 |
% |
|
6.13 |
% |
|
5.93 |
% |
(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 August 31,
2007.
(7) Computed
by averaging daily values for the period.
(8) Annualized
for period less than one full year.
2007 3rd Quarter
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 or NASDAQ.
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. Our Board of Directors considers our distributable cash flow
(DCF) in determining dividends to stockholders. 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 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 includes
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 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 3rd quarter 2007 was approximately $20 million, representing a 47
percent increase as compared to 3rd quarter 2006 and a 5 percent increase as
compared to 2nd quarter 2007. These increases reflect the earnings from
investment of the proceeds from additional leverage and our follow on equity
offerings, as well as 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 3rd quarter 2007 as compared to
1.00 percent for the 3rd quarter 2006 and 0.97 percent for the 2nd quarter
2007. Advisory fees, net of reimbursement, increased as a result of growth in
average 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 entered into interest rate swap agreements in an attempt
to reduce a portion of the interest rate risk arising from our leveraged
capital structure. 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.
2007 3rd Quarter
Report 7
Managements Discussion
(Continued)
While we generally hedge the interest rate exposure associated
with changes in LIBOR, we cannot effectively hedge the spread above or below
LIBOR at which the rates on our leverage reset during the auction process.
Historically, auctions for our leverage have resulted in interest
rates ranging from slightly above to slightly below LIBOR. As a result of the
recent sub-prime mortgage market problems and changes in how auction rate
securities are accounted for by corporations, demand for our auction securities
has decreased, causing interest rates to reset at levels above our historical
range. While the impact to us for the 3rd quarter 2007 is relatively minor, a
sustained increase in the spread of our rates to LIBOR could have a meaningful
impact on our distributable cash flow.
We have initiated steps to reduce the impact of these increased
spreads in case the auction markets, and our spread to LIBOR, do not revert to
their historical norm. Subsequent to the end of the 3rd quarter, we extended
the reset dates on our Series A and Series B auction rate notes and Series I
and Series II MMP shares, fixing their interest rates for 5 years, 1 year, 3
years, and 3 years, respectively. We continue to consider similar extensions
for our other note and preferred share series.
The spread between the fixed swap rate and 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
$587,000 in gains on interest rate swap settlements during the 3rd quarter 2007
as compared to approximately $619,000 for the 2nd quarter 2007.
Total leverage costs increased to approximately $6.2 million for
the 3rd quarter 2007 as compared to $2.9 million for the 3rd quarter 2006 and
$4.9 million for the 2nd quarter 2007. These increases reflect additional
interest expense associated with the utilization of our short-term line of
credit and the issuance of additional long-term leverage of $200 million in the
2nd quarter 2007 and $55 million in the 3rd quarter 2007. The average cost of
long-term leverage outstanding excluding the auction agent fees and net of our
interest rate swap agreements, was 4.92 percent for 3rd quarter 2007 as
compared to 4.53 for the 2nd quarter 2007. This change was the result of the
maturity of $110 million in interest rate swaps with a fixed rate of 3.55
percent, the commencement of settlements on $110 million in interest rate swaps
with a fixed rate of 4.63 percent, higher auction rates on the unhedged portion
of our leverage, and an increase in the auction rate spread to LIBOR.
Distributable Cash Flow
For 3rd quarter 2007, our DCF was approximately $10.4 million, an
increase of $1.7 million or 20 percent as compared to 3rd quarter 2006 and a
decrease of $530,000 or 5 percent as compared to 2nd quarter 2007. These
changes are the net result of earnings from additional leverage, growth in
distributions and increased expenses, as outlined above. In addition, the
decrease of $530,000 as compared to 2nd quarter 2007 was impacted by a one-time
DCF benefit of $664,000 recognized in the 2nd quarter from the timing of
investments made during the quarter. We captured the full quarterly dividends
from certain investments without recognizing a full quarter of leverage
expense. Current income tax expense reflects estimated Canadian taxes payable
by Tortoise Energy on Canadian income allocated to the Company. We paid a
dividend of $10.3 million, or 99.2 percent of DCF during the quarter. On a per
share basis, we declared a $0.55 dividend on August 13, 2007, for an annualized
run-rate of $2.20. This is an increase of approximately 8 percent as compared
to 3rd quarter 2006 and 1 percent as compared to 2nd quarter 2007.
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.
8 Tortoise Energy Infrastructure Corp.
Managements Discussion
(Continued)
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.
In the event Tortoise Energy has earnings and profits, all or a
portion of our dividend paid to non-corporate taxpayers would be taxable at the
15 percent Qualified Dividend Income (QDI) rate, assuming various holding
requirements are met by the stockholder. The portion of our dividend that is
taxable may vary for either of two reasons: first, the characterization of the
distributions we receive from MLPs could change annually 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 at any time. The unrealized gain
we have in the portfolio is reflected in the Statement of Assets and Liabilities.
At August 31, 2007, Tortoise Energys investments at value are $1.3 billion,
with an adjusted cost of $874 million. The $426 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 3rd quarter 2007, we issued an additional $55 million in
Money Market Preferred Shares. The 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 $1.33 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 3rd quarter
2007, total assets decreased from $1.39 billion to $1.33 billion, a decrease of
$60 million or 4 percent. This change was primarily the result of a decrease in
unrealized appreciation of investments of approximately $105 million (including
$15 million in MLP distributions treated as return of capital), offset by
investments from an increase in leverage of $55 million.
Total leverage outstanding at August 31, 2007 of $490 million is
comprised of $305 million in senior notes rated Aaa and AAA by Moodys
Investors Service Inc. and Fitch Ratings, respectively, and $185 million in
preferred shares rated Aa2 and AA by Moodys Investors Service Inc. and
Fitch Ratings, respectively. Total leverage represented 36.8 percent of total
assets at August 31, 2007. Subsequent to quarter-end, we filed notice to redeem
the Series E auction rate notes on October 26, 2007, with proceeds from normal
portfolio turnover and temporary use of our line of credit. This redemption will
reduce our leverage and move us closer to our long-term target of approximately
33 percent of total assets. We may continue to utilize our line of credit to
make desirable investments as they become available and provide flexibility in
managing our capital structure.
As mentioned above and disclosed in Note 14 in the Notes to
Financial Statements, subsequent to quarter-end we extended the reset dates for
our Series A and Series B auction rate notes and Series I and Series II MMP
shares, fixing their interest rates for 5 years, 1 year, 3 years, and 3 years,
respectively.
2007 3rd Quarter
Report 9
Schedule of Investments (Unaudited)
|
August 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 $2,573,550) |
|
119,700 |
|
$ |
3,467,709 |
|
Master Limited Partnerships and |
|
|
|
|
|
|
Related Companies 200.6%(1) |
|
|
|
|
|
|
Crude/Refined Products Pipelines 101.7%(1) |
|
|
|
|
|
|
United States 101.7%(1) |
|
|
|
|
|
|
Buckeye Partners, L.P. |
|
567,102 |
|
|
27,816,353 |
|
Enbridge Energy Partners, L.P. |
|
925,300 |
|
|
47,181,047 |
|
Enbridge Energy Partners, L.P.(2) (3) |
|
971,399 |
|
|
48,045,373 |
|
Global Partners LP |
|
214,286 |
|
|
6,844,295 |
|
Holly Energy Partners, L.P.(4) |
|
427,070 |
|
|
19,440,226 |
|
Kinder Morgan Management, LLC(3) |
|
1,669,229 |
|
|
80,356,684 |
|
Magellan Midstream Holdings, L.P. |
|
589,245 |
|
|
16,681,526 |
|
Magellan Midstream Partners, L.P. |
|
2,210,613 |
|
|
95,056,359 |
|
NuStar Energy L.P. |
|
928,289 |
|
|
57,767,425 |
|
NuStar GP Holdings, LLC |
|
1,062,718 |
|
|
34,750,879 |
|
Plains All American Pipeline, L.P. |
|
1,986,084 |
|
|
114,299,134 |
|
Plains All American Pipeline, L.P.(2) |
|
117,529 |
|
|
6,560,469 |
|
SemGroup Energy Partners, L.P. |
|
151,675 |
|
|
4,556,317 |
|
Spectra Energy Partners, LP |
|
332,965 |
|
|
8,820,243 |
|
Sunoco Logistics Partners L.P. |
|
934,625 |
|
|
50,151,978 |
|
TEPPCO Partners, L.P. |
|
869,520 |
|
|
34,911,228 |
|
TransMontaigne Partners L.P. |
|
207,800 |
|
|
6,755,578 |
|
|
|
|
|
|
659,995,114 |
|
Natural Gas/Natural Gas Liquids Pipelines 48.0%(1) |
|
|
|
|
|
|
United States 48.0%(1) |
|
|
|
|
|
|
Boardwalk Pipeline Partners, LP |
|
1,162,800 |
|
|
38,604,960 |
|
Energy Transfer Equity, L.P.(2) |
|
729,661 |
|
|
25,742,440 |
|
Energy Transfer Partners, L.P. |
|
1,722,250 |
|
|
89,625,890 |
|
Enterprise GP Holdings L.P. |
|
71,400 |
|
|
2,735,334 |
|
Enterprise Products Partners L.P. |
|
3,005,940 |
|
|
88,705,289 |
|
ONEOK Partners, L.P. |
|
267,455 |
|
|
17,114,445 |
|
TC PipeLines, LP |
|
1,307,759 |
|
|
48,596,324 |
|
|
|
|
|
|
311,124,682 |
|
Natural Gas Gathering/Processing 36.6%(1) |
|
|
|
|
|
|
United States 36.6%(1) |
|
|
|
|
|
|
Copano Energy, L.L.C. |
|
1,073,386 |
|
|
41,851,320 |
|
Crosstex Energy, L.P. |
|
268,587 |
|
|
9,507,980 |
|
Crosstex Energy, L.P.(2)(5) |
|
712,760 |
|
|
22,986,510 |
|
Crosstex Energy, L.P.(2)(5) |
|
193,767 |
|
|
5,377,034 |
|
DCP Midstream Partners, LP |
|
19,200 |
|
|
868,800 |
|
DCP Midstream Partners, LP(2) |
|
404,625 |
|
|
17,985,581 |
|
10 Tortoise Energy Infrastructure Corp.
Schedule of Investments (Unaudited)
(Continued)
|
August 31, 2007 |
|
|
Shares |
|
Value |
|
Duncan Energy Partners L.P. |
|
441,900 |
|
$ |
10,596,762 |
|
Exterran Partners, L.P. |
|
84,700 |
|
|
2,908,598 |
|
Exterran Partners, L.P.(2) |
|
258,993 |
|
|
8,647,776 |
|
Hiland Partners, LP |
|
41,048 |
|
|
2,052,811 |
|
MarkWest Energy Partners, L.P.(4) |
|
2,201,640 |
|
|
70,188,283 |
|
Regency Energy Partners LP |
|
162,100 |
|
|
5,187,200 |
|
Targa Resources Partners LP |
|
115,200 |
|
|
3,456,000 |
|
Williams Partners L.P. |
|
810,707 |
|
|
36,149,425 |
|
|
|
|
|
|
237,764,080 |
|
Shipping 4.3%(1) |
|
|
|
|
|
|
Republic of the Marshall Islands 0.9%(1) |
|
|
|
|
|
|
Teekay LNG Partners L.P. |
|
156,200 |
|
|
5,462,314 |
|
United States 3.4%(1) |
|
|
|
|
|
|
K-Sea Transportation Partners L.P.(4) |
|
571,300 |
|
|
22,240,709 |
|
|
|
|
|
|
27,703,023 |
|
Propane Distribution 10.0%(1) |
|
|
|
|
|
|
United States 10.0%(1) |
|
|
|
|
|
|
Inergy, L.P. |
|
1,916,784 |
|
|
62,429,655 |
|
Inergy Holdings, L.P. |
|
49,715 |
|
|
2,236,181 |
|
|
|
|
|
|
64,665,836 |
|
Total Master Limited Partnerships and |
|
|
|
|
|
|
Related Companies (Cost $852,797,397) |
|
|
|
|
1,301,252,735 |
|
Short-Term Investment 2.8%(1) |
|
|
|
|
|
|
United States Investment Company 2.8%(1) |
|
|
|
|
|
|
First American Government Obligations Fund |
|
|
|
|
|
|
Class Y, 5.03%(6) (Cost $18,139,314) |
|
18,139,314 |
|
|
18,139,314 |
|
Total Investments 203.9%(1) |
|
|
|
|
|
|
(Cost $873,510,261) |
|
|
|
|
1,322,859,758 |
|
Auction Rate Senior Notes (47.0%)(1) |
|
|
|
|
(305,000,000 |
) |
Interest Rate Swap Contracts 0.2%(1) |
|
|
|
|
|
|
$355,000,000 notional Unrealized Appreciation, Net(7) |
|
|
|
|
1,263,948 |
|
Liabilities in Excess of Cash and Other Assets (28.6%)(1) |
|
|
|
|
(185,572,831 |
) |
Preferred Shares at Redemption Value (28.5%)(1) |
|
|
|
|
(185,000,000 |
) |
Total Net Assets Applicable to |
|
|
|
|
|
|
Common Stockholders 100.0% (1) |
|
|
|
$ |
648,550,875 |
|
(1) Calculated as a percentage
of net assets applicable to common stockholders.
(2) Fair valued
securities represent a total market value of $135,345,183 which represents
20.9% 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) 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.
(5) Non-income producing.
(6) Rate indicated is the
7-day effective yield as of August 31, 2007.
(7) See Note 11 to the
financial statements for further disclosure.
See Accompanying Notes to the Financial
Statements.
2007 3rd Quarter Report 11
Statement of Assets & Liabilities (Unaudited)
|
August 31, 2007 |
|
Assets |
|
|
|
Investments at value, non-affiliated (cost $816,179,788) |
$ |
1,210,990,540 |
|
Investments at value, affiliated (cost $57,330,473) |
|
111,869,218 |
|
Total investments (cost $873,510,261) |
|
1,322,859,758 |
|
Cash |
|
460,770 |
|
Receivable for Adviser reimbursement |
|
235,918 |
|
Receivable for investments sold |
|
3,590,757 |
|
Interest and dividend receivable |
|
30,328 |
|
Unrealized appreciation of interest rate swap contracts, net |
|
1,263,948 |
|
Prepaid expenses and other assets |
|
4,091,619 |
|
Total assets |
|
1,332,533,098 |
|
Liabilities |
|
|
|
Payable to Adviser |
|
2,241,219 |
|
Dividend payable on common shares |
|
10,300,076 |
|
Dividend payable on preferred shares |
|
409,172 |
|
Accrued expenses and other liabilities |
|
1,224,993 |
|
Current tax liability |
|
15,361 |
|
Deferred tax liability |
|
179,791,402 |
|
Auction rate senior notes payable |
|
305,000,000 |
|
Total liabilities |
|
498,982,223 |
|
Preferred Shares |
|
|
|
$25,000 liquidation value per share applicable to 7,400
outstanding |
|
|
|
shares (15,000 shares authorized) |
|
185,000,000 |
|
Net assets applicable to common stockholders |
$ |
648,550,875 |
|
Net Assets Applicable
to Common Stockholders Consist of |
|
|
|
Capital stock, $0.001 par value; 18,727,411 shares issued and
outstanding |
|
|
|
(100,000,000 shares authorized) |
$ |
18,727 |
|
Additional paid-in capital |
|
367,843,325 |
|
Accumulated net investment loss, net of deferred tax benefit |
|
(17,299,714 |
) |
Undistributed realized gain, net of deferred tax expense |
|
23,449,589 |
|
Net unrealized gain on investments and interest rate swap contracts, |
|
|
|
net of deferred tax expense |
|
274,538,948 |
|
Net assets applicable to common stockholders |
$ |
648,550,875 |
|
Net Asset Value per common share outstanding (net assets
applicable |
|
|
|
to common shares, divided by common shares outstanding) |
$ |
34.63 |
|
See Accompanying Notes to the Financial Statements.
12 Tortoise Energy Infrastructure Corp.
Statement of Operations (Unaudited)
|
Period from
December 1, 2006
through
August 31, 2007 |
|
Investment
Income |
|
|
|
Distributions received from master limited partnerships |
|
|
|
(including $5,317,514 from affiliates) |
$ |
47,180,242 |
|
Less return of capital on distributions
(including $4,580,814 from affiliates) |
|
(40,410,112 |
) |
Net distributions from master limited
partnerships |
|
6,770,130 |
|
Dividends from common stock |
|
49,640 |
|
Dividends from money market mutual funds |
|
51,919 |
|
Interest |
|
270,805 |
|
Total Investment Income |
|
7,142,494 |
|
Expenses |
|
|
|
Advisory fees |
|
8,758,131 |
|
Administrator fees |
|
535,590 |
|
Professional fees |
|
197,405 |
|
Custodian fees and expenses |
|
105,848 |
|
Directors fees |
|
93,837 |
|
Fund accounting fees |
|
66,035 |
|
Reports to stockholders |
|
60,055 |
|
Registration fees |
|
49,231 |
|
Stock transfer agent fees |
|
10,109 |
|
Other expenses |
|
45,582 |
|
Total Expenses before Interest, Auction Agent
and Debt Issuance Costs |
|
9,921,823 |
|
Interest expense |
|
11,301,553 |
|
Auction agent fees |
|
645,116 |
|
Amortization of debt issuance costs |
|
58,045 |
|
Total Interest, Auction Agent and Debt
Issuance Costs |
|
12,004,714 |
|
Total Expenses |
|
21,926,537 |
|
Less expense reimbursement by Adviser |
|
(921,909 |
) |
Net Expenses |
|
21,004,628 |
|
Net
Investment Loss, before Income Taxes |
|
(13,862,134 |
) |
Current tax expense |
|
(226,807 |
) |
Deferred tax benefit |
|
5,495,127 |
|
Income tax benefit, net |
|
5,268,320 |
|
Net
Investment Loss |
|
(8,593,814 |
) |
2007 3rd Quarter
Report 13
Statement of Operations (Unaudited)
(Continued)
|
Period from December 1, 2006 through August 31, 2007 |
|
Realized and Unrealized Gain on Investments and Interest Rate Swaps |
|
|
|
Net realized gain on investments |
$ |
21,169,151 |
|
Net realized gain on interest rate swap settlements |
|
1,862,413 |
|
Net realized gain, before deferred tax expense |
|
23,031,564 |
|
Deferred tax expense |
|
(8,982,310 |
) |
Net realized gain on investments and interest
rate swap settlements |
|
14,049,254 |
|
Net unrealized appreciation of investments |
|
127,374,313 |
|
Net unrealized appreciation of interest rate
swap contracts |
|
1,466,899 |
|
Net unrealized appreciation, before deferred
tax expense |
|
128,841,212 |
|
Deferred tax expense |
|
(50,338,993 |
) |
Net unrealized appreciation of investments and
interest |
|
|
|
rate swap contracts |
|
78,502,219 |
|
Net
Realized and Unrealized Gain on Investments and Interest Rate Swaps |
|
92,551,473 |
|
Dividends
to Preferred Stockholders |
|
(4,303,808 |
) |
Net
Increase in Net Assets Applicable to Common Stockholders |
|
|
|
Resulting from Operations |
$ |
79,653,851 |
|
See
Accompanying Notes to the Financial Statements.
14 Tortoise
Energy Infrastructure Corp.
Statement of Changes in Net Assets
|
Period from December 1, 2006 through August 31, 2007 |
|
Year Ended November 30, 2006 |
|
|
(Unaudited) |
|
|
|
|
Operations |
|
|
|
|
|
|
Net investment loss |
$ |
(8,593,814 |
) |
$ |
(5,798,038 |
) |
Net realized gain on investments and |
|
|
|
|
|
|
interest rate swap settlements |
|
14,049,254 |
|
|
5,524,349 |
|
Net unrealized appreciation of investments |
|
|
|
|
|
|
and interest rate swap contracts |
|
78,502,219 |
|
|
111,580,962 |
|
Dividends to preferred stockholders |
|
(4,303,808 |
) |
|
(3,529,740 |
) |
Net increase in net assets applicable to |
|
|
|
|
|
|
common stockholders resulting from operations |
|
79,653,851 |
|
|
107,777,533 |
|
Dividends
and Distributions to |
|
|
|
|
|
|
Common Stockholders |
|
|
|
|
|
|
Net investment income |
|
|
|
|
|
|
Return of capital |
|
(30,337,266 |
) |
|
(31,969,335 |
) |
Total dividends and distributions to |
|
|
|
|
|
|
common stockholders |
|
(30,337,266 |
) |
|
(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 |
|
(2,311,224 |
) |
|
(2,202,315 |
) |
Underwriting discounts and offering expenses
associated |
|
|
|
|
|
|
with the issuance of preferred shares |
|
(1,472,781 |
) |
|
|
|
Issuance of 67,431 and 151,500 common shares |
|
|
|
|
|
|
from reinvestment of dividend distributions to |
|
|
|
|
|
|
stockholders, respectively |
|
2,483,609 |
|
|
4,553,739 |
|
Net increase in net assets, applicable to
common |
|
|
|
|
|
|
stockholders, from capital share transactions |
|
66,800,925 |
|
|
52,351,667 |
|
Total increase in net assets applicable to |
|
|
|
|
|
|
common stockholders |
|
116,117,510 |
|
|
128,159,865 |
|
Net
Assets |
|
|
|
|
|
|
Beginning of period |
|
532,433,365 |
|
|
404,273,500 |
|
End of period |
$ |
648,550,875 |
|
$ |
532,433,365 |
|
Accumulated net investment loss, net of |
|
|
|
|
|
|
deferred tax benefit, at the end of period |
$ |
(17,299,714 |
) |
$ |
(8,705,900 |
) |
See Accompanying Notes to the Financial
Statements.
2007 3rd Quarter
Report 15
Statement of Cash Flows (Unaudited)
|
Period from December 1, 2006 through August 31, 2007 |
|
Cash Flows From Operating Activities |
|
|
|
Distributions received from master limited partnerships |
$ |
48,083,569 |
|
Interest and dividend income received |
|
352,116 |
|
Purchases of long-term investments |
|
(321,623,216 |
) |
Proceeds from sales of long-term investments |
|
45,336,150 |
|
Purchases of short-term investments, net |
|
(17,465,469 |
) |
Proceeds from interest rate swap settlements |
|
1,862,413 |
|
Interest expense paid |
|
(11,500,252 |
) |
Income taxes paid |
|
(482,238 |
) |
Operating expenses paid |
|
(8,313,912 |
) |
Net cash used in operating activities |
|
(263,750,839 |
) |
Cash
Flows From Financing Activities |
|
|
|
Advances from revolving line of credit |
|
321,200,000 |
|
Repayments on revolving line of credit |
|
(353,650,000 |
) |
Issuance of common stock |
|
68,101,321 |
|
Issuance of preferred stock |
|
115,000,000 |
|
Issuance of auction rate senior notes |
|
140,000,000 |
|
Common and preferred stock issuance costs |
|
(3,489,692 |
) |
Debt issuance costs |
|
(1,639,611 |
) |
Dividends paid to common stockholders |
|
(17,553,581 |
) |
Dividends paid to preferred stockholders |
|
(4,142,892 |
) |
Net cash provided by financing activities |
|
263,825,545 |
|
Net increase in cash |
|
74,706 |
|
Cash beginning of period |
|
386,064 |
|
Cash end of period |
$ |
460,770 |
|
16 Tortoise Energy
Infrastructure Corp.
Statement of Cash Flows (Unaudited)
(Continued)
|
Period from
December 1, 2006 through August 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 |
$ |
79,653,851 |
|
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 |
|
(321,623,216 |
) |
Return of capital on distributions received |
|
40,410,112 |
|
Proceeds from sales of long-term investments |
|
48,926,907 |
|
Purchases of of short-term investments, net |
|
(17,465,469 |
) |
Deferred income tax expense |
|
53,826,176 |
|
Net unrealized appreciation of investments and
interest |
|
|
|
rate swap contracts |
|
(128,841,212 |
) |
Realized gains on investments |
|
(21,169,151 |
) |
Accretion of discount on investments |
|
(5,721 |
) |
Amortization of debt issuance costs |
|
58,045 |
|
Dividends to preferred stockholders |
|
4,303,808 |
|
Changes in operating assets and liabilities: |
|
|
|
Decrease in interest, dividend and
distribution receivable |
|
888,800 |
|
Increase in prepaid expenses and other assets |
|
(131,816 |
) |
Increase in receivable for investments sold |
|
(3,590,757 |
) |
Decrease in current tax liability |
|
(255,431 |
) |
Increase in payable to Adviser, net of expense
reimbursement |
|
777,198 |
|
Increase in accrued expenses and other
liabilities |
|
487,037 |
|
Total adjustments |
|
(343,404,690 |
) |
Net cash used in operating activities |
$ |
(263,750,839 |
) |
Non-Cash
Financing Activities |
|
|
|
Reinvestment of distributions by common
stockholders |
|
|
|
in additional common shares |
$ |
2,483,609 |
|
See Accompanying Notes to the Financial Statements.
2007 3rd Quarter Report 17
Financial Highlights
|
Period from December 1, 2006 through August 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 |
|
|
(0.08 |
) |
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 off7erings of common stock(5) |
|
|
0.08 |
|
Income (loss) from Investment Operations: |
|
|
|
|
Net investment loss(6) |
|
|
(0.40 |
) |
Net realized and unrealized gain on
investments(6) |
|
|
5.08 |
|
Total increase from investment operations |
|
|
4.68 |
|
Less Dividends to Preferred Stockholders: |
|
|
|
|
Net investment income |
|
|
|
|
Return of capital |
|
|
(0.23 |
) |
Total dividends to preferred stockholders |
|
|
(0.23 |
) |
Less Dividends to Common Stockholders: |
|
|
|
|
Net investment income |
|
|
|
|
Return of capital |
|
|
(1.64 |
) |
Total dividends to common stockholders |
|
|
(1.64 |
) |
Net Asset Value, end of period |
|
$ |
34.63 |
|
Per common share market value, end of period |
|
$ |
39.52 |
|
Total Investment Return Based on Market Value(7) |
|
|
14.43 |
% |
Supplemental
Data and Ratios |
|
|
|
|
Net assets applicable to common stockholders,
end of period (000s) |
|
$ |
648,551 |
|
Ratio of expenses (including current and
deferred income tax expense) |
|
|
|
|
to average net assets before waiver(8)(9)(10) |
|
|
15.14 |
% |
Ratio of expenses (including current and
deferred income tax expense) |
|
|
|
|
to average net assets after waiver(8)(9)(10) |
|
|
14.96 |
% |
Ratio of expenses (excluding current and
deferred income tax expense) |
|
|
|
|
to average net assets before waiver(8)(9)(11) |
|
|
4.37 |
% |
Ratio of expenses (excluding current and
deferred income tax expense) |
|
|
|
|
to average net assets after waiver(8)(9)(11) |
|
|
4.19 |
% |
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) |
|
|
4.37 |
% |
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 3rd Quarter
Report 19
Financial Highlights
(Continued)
|
Period from
December 1, 2006
through
August 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) |
|
|
4.19 |
% |
Ratio
of net investment loss to average net assets before waiver(8)(9)(11) |
|
|
(2.95 |
)% |
Ratio
of net investment loss to average net assets after waiver(8)(9)(11) |
|
|
(2.77 |
)% |
Ratio
of net investment loss to average net assets after current and |
|
|
|
|
deferred income tax expense, before waiver(8)(9)(10) |
|
|
(13.72 |
)% |
Ratio
of net investment loss to average net assets after current and |
|
|
|
|
deferred income tax expense, after waiver(8)(9)(10) |
|
|
(13.54 |
)% |
Portfolio
turnover rate (8) |
|
|
5.35 |
% |
Tortoise
Auction Rate Senior Notes, end of period (000s) |
|
$ |
305,000 |
|
Tortoise
Preferred Shares, end of period (000s) |
|
$ |
185,000 |
|
Per
common share amount of auction rate senior notes |
|
|
|
|
outstanding at end of period |
|
$ |
16.29 |
|
Per
common share amount of net assets, excluding |
|
|
|
|
auction rate senior notes, at end of period |
|
$ |
50.92 |
|
Asset coverage, per $1,000 of principal amount of auction |
|
|
|
|
rate senior notes and short-term borrowings (12) |
|
$ |
3,733 |
|
Asset coverage ratio of auction rate senior notes and short-term borrowings (12) |
|
|
373 |
% |
Asset coverage, per $25,000 liquidation value per share of preferred shares (13) |
|
$ |
112,642 |
|
Asset coverage, per $25,000 liquidation value per share of preferred shares (14) |
|
$ |
58,089 |
|
Asset coverage ratio of preferred shares (14) |
|
|
232 |
% |
(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 $54,052,983,
$71,661,802, $24,659,420 and $30,330,018 for the period ended August 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 3rd Quarter
Report 21
Notes to Financial Statements (Unaudited)
August 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 August 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 their 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 August
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.
2007 3rd Quarter
Report 23
Notes to Financial Statements (Unaudited)
(Continued)
Dividends to preferred stockholders are based on variable rates
set at auctions, normally held every 28 days unless a special rate period is
designated. 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.
E. Federal Income Taxation
The Company, as a corporation, is obligated to pay federal and
state income tax on its taxable income. Currently, the maximum marginal regular
tax rate for a corporation is 35 percent. The Company may be subject to a 20
percent federal alternative minimum tax on its federal alternative minimum
taxable income to the extent that its alternative minimum tax exceeds its
regular federal income tax.
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 $114,003 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 $134,778 and $188,004
were charged to additional paid-in capital for the issuance of preferred stock
in April 2007 and August 2007, respectively. 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 $136,889. The amount of such capitalized costs (excluding underwriter
commissions) for Auction Rate Senior Notes Series E issued in May 2007 was
$190,070.
24 Tortoise Energy Infrastructure Corp.
Notes to Financial Statements (Unaudited)
(Continued)
G. Derivative Financial Instruments
The Company uses derivative financial instruments (principally
interest rate swap contracts) in an attempt to manage interest rate risk. 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. All derivative financial instruments are recorded at
fair value 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.
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. FIN 48 is effective as of the beginning of the first
fiscal year beginning after December 15, 2006. At adoption, companies must
adjust their financial statements to reflect only those tax positions that are
more-likely-than-not to be sustained as of the adoption 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 is evaluating
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.
2007 3rd Quarter
Report 25
Notes to Financial Statements (Unaudited)
(Continued)
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. In determining application of these policies, the term total
assets includes assets to be obtained through leverage. 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, L.L.C. (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. Effective
March 1, 2006 through February 28, 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.
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.
26 Tortoise Energy Infrastructure Corp.
Notes to Financial Statements (Unaudited)
(Continued)
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 August 31, 2007, are as follows:
Deferred tax assets: |
|
|
|
Net operating loss carryforwards |
$ |
19,872,291 |
|
Organization costs |
|
29,054 |
|
|
|
19,901,345 |
|
Deferred tax liabilities: |
|
|
|
Net unrealized gains on investment securities
and interest rate swap contracts |
|
175,846,257 |
|
Basis reduction of investment in MLPs |
|
23,846,490 |
|
|
|
199,692,747 |
|
Total net deferred tax liability |
$ |
179,791,402 |
|
For the period from December 1, 2006 to August 31, 2007, the
components of income tax expense include current foreign taxes (net of federal
tax benefit) of $226,807 and deferred federal and state income taxes (net of
federal tax benefit) of $48,305,750 and $5,520,426, respectively. As of
November 30, 2006, the Company had a net operating loss for federal income tax
purposes of approximately $41,137,000. If not utilized, this net operating loss
will expire as follows: $2,883,000, $15,979,000 and $22,275,000 in the years
ending November 30, 2024, 2025 and 2026, respectively. The amount of the
deferred tax asset for net operating losses at August 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 August
31, 2007, as follows:
Application of statutory income tax rate |
$ |
48,303,725 |
|
State income taxes, net of federal tax benefit |
|
5,520,426 |
|
Foreign taxes |
|
226,807 |
|
Other, net |
|
2,025 |
|
Total |
$ |
54,052,983 |
|
At August 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 assets.
As of August 31, 2007, the aggregate cost of securities for
federal income tax purposes was $812,365,415. At August 31, 2007, the aggregate
gross unrealized appreciation for all securities in which there was an excess
of value over tax cost was $513,120,492, the aggregate gross unrealized
depreciation for all securities in which there was an excess of tax cost over
value was $2,626,149 and the net unrealized appreciation was $510,494,343.
2007 3rd Quarter
Report 27
Notes to Financial Statements (Unaudited)
(Continued)
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, acquisition date, acquisition cost, value per unit of such
securities and percent of net assets which the securities comprise at August
31, 2007.
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 |
$32.25 |
3.6% |
Crosstex Energy, L.P. |
Series D Subordinated Units |
193,767 |
3/23/07 |
|
5,000,002 |
27.75 |
0.8 |
DCP Midstream |
|
|
|
|
|
|
|
Partners, LP |
Common Units |
404,625 |
6/22/07 |
|
17,500,031 |
44.45 |
2.8 |
Enbridge Energy |
|
|
|
|
|
|
|
Partners, L.P. |
Class C Common Units |
971,399 |
4/02/07 |
|
50,000,000 |
49.46 |
7.4 |
Energy Transfer |
|
|
|
|
|
|
|
Equity, L.P. |
Common Units |
729,661 |
11/27/06 |
|
20,000,008 |
35.28 |
4.0 |
Exterran Partners, L.P. |
Common Units |
258,993 |
7/09/07 |
|
9,000,007 |
33.39 |
1.3 |
Plains All American |
|
|
|
|
|
|
|
Pipeline, L.P. |
Common Units |
117,529 |
6/25/07 |
|
7,000,000 |
55.82 |
1.0 |
|
|
|
|
$ |
128,500,094 |
|
20.9% |
|
|
|
|
|
|
|
|
|
The carrying value per unit of unrestricted common units of
Crosstex Energy, L.P. (into which the restricted subordinated units are
convertible) was $34.65 on March 23, 2007, the date of the purchase agreement
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 DCP Midstream Partners, LP was $45.48 on June 22, 2007, the
date of the purchase agreement and date an enforceable right to acquire the
restricted DCP Midstream Partners, LP units was obtained by the Company. The
carrying value per unit of unrestricted common units of Enbridge Energy
Partners, L.P. (into which the restricted Class C common units are convertible)
was $56.39 on April 2, 2007, the date of the purchase agreement 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 Exterran Partners, L.P. was $39.44 on July 9, 2007, the date of
the purchase agreement and date an enforceable right to acquire the restricted
Exterran Partners, L.P. units was obtained by the Company. The carrying value
per unit of unrestricted common units of Plains All American Pipeline, L.P. was
$63.76 on June 25, 2007, the date of the purchase agreement and date an
enforceable right to acquire the restricted Plains All American Pipeline, L.P.
units was obtained by the Company.
28 Tortoise Energy Infrastructure Corp.
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 August
31, 2007 amounted to $111,869,218, representing 17.2 percent of net assets
applicable to common stockholders. A summary of affiliated transactions for
each company which is or was an affiliate at August 31, 2007 or during the
period from December 1, 2006 to August 31, 2007, is as follows:
|
|
|
|
|
|
|
August 31, 2007 |
|
Share
Balance
11/30/06 |
|
Gross
Additions |
Gross
Reductions |
Realized
Gain
(Loss) |
Gross
Distributions
Received |
Share
Balance |
|
Value |
Holly Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners, L.P. |
427,070 |
|
$ |
|
|
$ |
|
|
$ |
|
$ |
884,035 |
427,070 |
|
$ |
19,440,226 |
K-Sea Transportation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners L.P. |
571,300 |
|
|
|
|
|
|
|
|
|
|
1,165,452 |
571,300 |
|
|
22,240,709 |
MarkWest Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Partners, L.P.(1)(2) |
1,016,877 |
|
|
1,384,765 |
|
|
|
|
|
|
|
3,268,027 |
2,201,640 |
|
|
70,188,283 |
|
|
|
$ |
1,384,765 |
|
$ |
|
|
$ |
|
$ |
5,317,514 |
|
|
$ |
111,869,218 |
(1) 2:1
stock split on March 1, 2007.
(2) 121,186
unregistered shares registered for re-sale in a registration statement declared
effective on July 11, 2007.
8.
Investment Transactions
For the period from December 1, 2006 to August 31, 2007, the Company
purchased (at cost) and sold securities (proceeds) in the amount of
$321,623,216 and $48,926,907 (excluding short-term debt securities and interest
rate swaps), respectively.
2007 3rd Quarter
Report 29
Notes to Financial Statements (Unaudited)
(Continued)
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. At
August 31, 2007, 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 August 31, 2007, the weighted-average rate for the
period from December 1, 2006 through August 31, 2007, and the typical rate
period for each series of Notes outstanding at August 31, 2007. The Company may
designate a rate period that is different than the rate period indicated in the
table below.
Series |
Maturity
Date |
Notional
Amount |
Current
Rate |
Weighted-
Average
Rate |
Rate Period(3) |
Series A |
July 15, 2044 |
$ |
60,000,000 |
5.60% |
5.52% |
28 days |
Series B |
July 15, 2044 |
|
50,000,000 |
5.87% |
5.53% |
28 days |
Series C |
April 10 , 2045 |
|
55,000,000 |
6.75% |
5.52% |
7 days |
Series D |
March 27, 2047 |
|
70,000,000 |
5.87% |
5.50% (1) |
28 days |
Series E |
May 30, 2047 |
|
70,000,000 |
6.80% |
5.44% (2) |
28 days |
|
|
$ |
305,000,000 |
|
|
|
(1) Rate
for period from March 27, 2007 (date of issuance) through August 31, 2007.
(2) Rate
for period from May 30, 2007 (date of issuance) through August 31, 2007.
(3) See
Note 14 Subsequent Events regarding an extension of the rate period for
Series A and B and the intention to redeem Series E Notes.
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.
30 Tortoise Energy Infrastructure Corp.
Notes to Financial Statements (Unaudited)
(Continued)
10.
Preferred Shares
The Company has 15,000 authorized Money Market Preferred (MMP)
Shares, of which 7,400 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. At
August 31, 2007, 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 August 31, 2007, the weighted-average
rate for the period from December 1, 2006 through August 31, 2007, and the
typical rate period for each series of MMP Shares outstanding at August 31,
2007. The Company may designate a rate period that is different than the rate
period indicated in the table below.
Series |
Shares
Outstanding |
Aggregate
Liquidation
Preference |
Current
Rate |
Weighted-
Average
Rate |
Rate Period(4) |
MMP Shares |
|
1,400 |
|
$ |
35,000,000 |
6.00% |
5.61% |
28 days |
MMP II Shares |
|
1,400 |
|
|
35,000,000 |
5.80% |
5.60% |
28 days |
MMP III Shares |
|
2,400 |
|
|
60,000,000 |
7.05% |
5.60%(1) |
28 days |
MMP IV Shares |
|
2,200 |
|
|
55,000,000 |
6.00%(2) |
6.00%(3) |
28 days |
|
|
7,400 |
|
$ |
185,000,000 |
|
|
|
(1) Rate
for period from April 5, 2007 (date of issuance) through August 31, 2007.
(2) The
rate does not include the 0.25 percent commission paid to the auction agent.
(3) Rate
for period from August 20, 2007 (date of issuance) through August 31, 2007.
(4) See
Note 14 Subsequent Events regarding an extension of the rate period for MMP
and MMP II shares.
Unless otherwise noted, 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.
2007 3rd Quarter Report 31
Notes to Financial Statements (Unaudited)
(Continued)
11. Interest Rate Swap Contracts
The Company has entered into interest rate swap contracts in an
attempt 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 August 31, 2007, are as follows:
Counterparty |
Maturity
Date |
Notional
Amount |
Fixed Rate
Paid by
the Company |
Floating Rate
Received by
the Company |
Unrealized
Appreciation
(Depreciation) |
U.S. Bank, N.A. |
7/05/2011 |
$ |
60,000,000 |
4.63% |
1 month U.S. Dollar
LIBOR |
$ |
404,161 |
U.S. Bank, N.A. |
7/12/2011 |
|
50,000,000 |
4.64% |
1 month U.S. Dollar
LIBOR |
|
331,048 |
U.S. Bank, N.A. |
4/21/2012 |
|
60,000,000 |
4.99% |
1 month U.S. Dollar
LIBOR |
|
(367,421) |
U.S. Bank, N.A. |
4/21/2013 |
|
60,000,000 |
5.03% |
1 month U.S. Dollar
LIBOR |
|
(388,435) |
U.S. Bank, N.A. |
5/01/2014 |
|
55,000,000 |
4.54% |
1 week U.S. Dollar
LIBOR |
|
1,329,324 |
U.S. Bank, N.A. |
11/12/2020 |
|
35,000,000 |
5.20% |
1 month U.S. Dollar
LIBOR |
|
(9,985) |
U.S. Bank, N.A. |
11/18/2020 |
|
35,000,000 |
5.21% |
1 month U.S. Dollar
LIBOR |
|
(34,744) |
|
|
$ |
355,000,000 |
|
|
$ |
1,263,948 |
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.
32 Tortoise Energy Infrastructure Corp.
Notes to Financial Statements (Unaudited)
(Continued)
12.
Common Stock
The Company has 100,000,000 shares of capital stock authorized and
18,727,411 shares outstanding at August 31, 2007. Transactions in common shares
for the year ended November 30, 2006 and the period ended August 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 |
67,431 |
Shares at August 31, 2007 |
18,727,411 |
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 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 $49,300,000 and 6.09 percent, respectively. At August 31,
2007, there was no outstanding borrowing under the credit facility.
14.
Subsequent Events
On September 4, 2007, the Company paid a dividend in the amount of
$0.55 per common share, for a total of $10,300,076. Of this total, the dividend
reinvestment amounted to $1,247,234.
Subsequent to August 31, 2007, the Company has extended interest
and dividend reset dates on certain outstanding note and preferred share series
as allowed by the existing underlying agreements. The table below details the
series, amount, auction date the special rate period commenced, rate which was
determined by the auction and rate period.
Series |
Amount |
Auction Date |
Auction Rate |
Rate Period |
Series A Notes |
$60,000,000 |
9/04/2007 |
6.75% |
Extended to 9/2012 |
Series B Notes |
50,000,000 |
9/11/2007 |
7.00% |
Extended to 9/2008 |
MMP Shares |
35,000,000 |
9/12/2007 |
6.25% |
Extended to 9/2010 |
MMP II Shares |
35,000,000 |
9/06/2007 |
6.25% |
Extended to 9/2010 |
On September 26, 2007, the Company filed with the SEC its
intention to redeem the Series E Auction Rate Senior Notes in the amount of
$70,000,000 on October 26, 2007.
2007 3rd Quarter Report 33
Additional Information (Unaudited)
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 August 31,
2007, the aggregate compensation paid by the Company to the independent
directors was $101,000. 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, 2007 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 Companys 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 3rd Quarter 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, LLC
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' Public Investment Companies
|
Name |
Ticker/ Inception Date |
Targeted Investments |
Investor Suitability |
Investment Restrictions |
Total Assets as of 8/31/07 ($ in millions) |
Tortoise Energy |
TYG Feb. 2004 |
U.S. Energy Infrastructure |
Retirement Accounts Pension Plans Taxable Accounts |
30% Restricted Securities 10% Issuer-Limited |
$1,333 |
Tortoise Capital |
TYY May 2005 |
U.S. Energy Infrastructure |
Retirement Accounts Pension Plans Taxable Accounts |
50% Restricted Securities 15% Issuer-Limited |
$935 |
Tortoise North America |
TYN Oct. 2005 |
Canadian and U.S. Energy Infrastructure |
Taxable Accounts |
50% Restricted Securities Diversified to Meet RIC Requirements |
$191 |
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 |
$155 |
...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