TYG FORM N-Q
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF
PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file
number 811-21462
Tortoise Energy Infrastructure Corporation
(Exact name of registrant
as specified in charter)
10801 Mastin Blvd.,
Suite 222, Overland Park, KS 66210
(Address of principal
executive offices) (Zip code)
David J. Schulte
10801
Mastin Blvd., Suite 222, Overland Park, KS 66210
(Name and address of agent
for service)
913-981-1020
Registrant's telephone
number, including area code
Date of fiscal year end: November
30
Date of reporting period: February
28, 2007
Item 1. Schedule of
Investments.
(Unaudited)
| |
February 28, 2007
|
|
| |
Shares
|
|
Value
|
|
| Master Limited Partnerships and |
|
|
|
|
|
|
|
|
| Related Companies — 175.9%(1) |
|
|
| Crude/Refined Products Pipelines — 91.3%(1) |
|
|
| Buckeye Partners, L.P. |
|
|
|
567,102 |
|
$ |
27,873,063 |
|
| Enbridge Energy Partners, L.P. |
|
|
|
925,300 |
|
|
48,865,093 |
|
| Holly Energy Partners, L.P.(2) |
|
|
|
427,070 |
|
|
19,696,468 |
|
| Kinder Morgan Management, LLC(3)(4) |
|
|
|
1,617,533 |
|
|
80,892,825 |
|
| Magellan Midstream Partners, L.P. |
|
|
|
2,224,713 |
|
|
93,660,417 |
|
| Plains All American Pipeline, L.P. |
|
|
|
2,270,434 |
|
|
126,009,087 |
|
| Sunoco Logistics Partners, L.P. |
|
|
|
934,625 |
|
|
52,432,463 |
|
| TEPPCO Partners, L.P. |
|
|
|
869,520 |
|
|
37,163,285 |
|
| Valero, L.P. |
|
|
|
886,689 |
|
|
55,861,407 |
|
| Valero GP Holdings, LLC |
|
|
|
1,408,168 |
|
|
37,091,145 |
|
| |
|
|
| |
|
|
|
|
|
|
579,545,253 |
|
| |
|
|
| Natural Gas/Natural Gas Liquid Pipelines — 40.2%(1) |
|
|
| Boardwalk Pipeline Partners, L.P. |
|
|
|
108,000 |
|
|
3,963,600 |
|
| Energy Transfer Equity, L.P.(5) |
|
|
|
729,661 |
|
|
23,604,533 |
|
| Energy Transfer Partners, L.P. |
|
|
|
1,722,250 |
|
|
94,999,310 |
|
| Enterprise GP Holdings, L.P. |
|
|
|
71,400 |
|
|
2,618,952 |
|
| Enterprise Products Partners, L.P. |
|
|
|
2,323,940 |
|
|
70,903,409 |
|
| ONEOK Partners, L.P. |
|
|
|
262,255 |
|
|
16,978,389 |
|
| TC Pipelines, L.P.(5) |
|
|
|
1,229,390 |
|
|
42,303,310 |
|
| |
|
|
| |
|
|
|
|
|
|
255,371,503 |
|
| |
|
|
| Natural Gas Gathering/Processing — 30.8%(1) |
|
|
| Copano Energy, LLC |
|
|
|
590,448 |
|
|
39,016,804 |
|
| Crosstex Energy, L.P. |
|
|
|
268,587 |
|
|
10,093,500 |
|
| Crosstex Energy, L.P.(4)(5) |
|
|
|
712,760 |
|
|
23,278,742 |
|
| DCP Midstream Partners, L.P. |
|
|
|
23,300 |
|
|
861,634 |
|
| Duncan Energy Partners, L.P. |
|
|
|
451,100 |
|
|
10,826,400 |
|
| Hiland Holdings GP, L.P. |
|
|
|
39,050 |
|
|
1,109,020 |
|
| Hiland Partners, L.P. |
|
|
|
41,048 |
|
|
2,226,444 |
|
| MarkWest Energy Partners, L.P.(2) |
|
|
|
1,040,177 |
|
|
67,507,487 |
|
| Targa Resources Partners, L.P. |
|
|
|
118,900 |
|
|
2,865,490 |
|
| Universal Compression Partners, L.P. |
|
|
|
84,700 |
|
|
2,518,131 |
|
| Williams Partners, L.P. |
|
|
|
310,380 |
|
|
13,408,416 |
|
| Williams Partners, L.P.(5) |
|
|
|
142,935 |
|
|
5,804,590 |
|
| Williams Partners, L.P. — Class B(5) |
|
|
|
412,457 |
|
|
16,391,041 |
|
| |
|
|
| |
|
|
|
|
|
|
195,907,699 |
|
| |
|
|
2
| |
February 28, 2007
|
|
| |
Shares
|
|
Value
|
|
| Shipping — 3.9%(1) |
|
|
|
|
|
|
|
|
| United States — 3.5%(1) |
|
|
| K-Sea Transportation Partners, L.P.(2) |
|
|
|
571,300 |
|
$ |
22,566,350 |
|
| Republic of the Marshall Islands — 0.4%(1) |
|
|
| Teekay LNG Partners, L.P. |
|
|
|
67,200 |
|
|
2,473,632 |
|
| |
|
|
| |
|
|
|
|
|
|
25,039,982 |
|
| |
|
|
| Propane Distribution — 9.7%(1) |
|
|
| Inergy, L.P. |
|
|
|
1,916,784 |
|
|
59,477,808 |
|
| Inergy Holdings, L.P. |
|
|
|
49,715 |
|
|
2,065,658 |
|
| |
|
|
| |
|
|
|
|
|
|
61,543,466 |
|
| |
|
|
| Total Master Limited Partnerships and |
|
|
| Related Companies (Cost $693,249,572) |
|
|
|
|
|
|
1,117,407,903 |
|
| |
|
|
| Promissory Note — 0.8%(1) |
|
|
Principal Amount
|
|
|
|
|
| Shipping — 0.8%(1) |
|
|
| E.W. Transportation, LLC — Unregistered, 9.28%, Due 3/31/2009 |
|
|
| (Cost $4,922,448)(5)(6) |
|
|
$ |
4,958,505 |
|
|
4,922,448 |
|
| |
|
|
| Short-Term Investments — 0.1%(1) |
|
|
Shares
|
|
|
|
|
| Investment Company — 0.1%(1) |
|
|
| First American Government |
|
|
| Obligations Fund — Class Y, 5.00%(7) (Cost $420,556) |
|
|
|
420,556 |
|
|
420,556 |
|
| |
|
|
| Total Investments — 176.8%(1) |
|
|
| (Cost $698,592,576) |
|
|
|
|
|
|
1,122,750,907 |
|
| Auction Rate Senior Notes — (26.0%)(1) |
|
|
|
|
|
|
(165,000,000 |
) |
| Interest Rate Swap Contracts — 0.2%(1) |
|
|
| $345,000,000 notional — Unrealized Appreciation, Net |
|
|
|
|
|
|
1,431,524 |
|
| Liabilities in Excess of Cash and Other Assets — (40.0%)(1) |
|
|
|
|
|
|
(254,138,424 |
) |
| Preferred Shares at Redemption Value — (11.0%)(1) |
|
|
|
|
|
|
(70,000,000 |
) |
| |
|
|
| Total Net Assets Applicable to Common |
|
|
| Stockholders — 100.0%(1) |
|
|
|
|
|
$ |
635,044,007 |
|
| |
|
|
| (1) |
Calculated as a percentage of net assets applicable to common stockholders. |
| (2) |
Affiliated investment; the Company owns 5% or more of the outstanding voting securities of the issuer. |
| (3) |
Security distributions are paid in kind. Related company of master limited partnership. |
| (4) |
Non-income producing. |
| (5) |
Fair valued securities represent a total market value of $116,304,664 which represents 18.3% of net
assets. These securities are deemed to be restricted. |
| (6) |
Security is a variable rate instrument. Interest rate is as of February 28, 2007. |
| (7) |
Rate indicated is the 7-day effective yield as of February 28, 2007. |
3
Certain of the Company’s investments are
restricted and are valued as determined in accordance with procedures established by the Board of Directors.
The table below shows the number of units held or principal amount, the acquisition date, acquisition cost,
value per unit of such securities and percent of net assets which the securities comprise.
| Investment Security |
Number of
Units or
Principal
Amount |
Acquisition
Date |
Acquisition
Cost |
Value
Per Unit |
Value as
Percent of
Net Assets |
|
| Crosstex Energy, L.P. |
|
|
Subordinated Units |
|
|
|
712,760 |
|
|
6/29/06 |
|
|
$ 20,000,046 |
|
$ |
32.66 |
|
|
3.7 |
% |
| Energy Transfer Equity, L.P. |
|
|
Common Units |
|
|
|
729,661 |
|
|
11/27/06 |
|
|
20,000,008 |
|
|
32.35 |
|
|
3.7 |
|
| E.W. Transportation, LLC |
|
|
Promissory Note |
|
|
$ |
4,958,505 |
|
|
5/03/04 |
|
|
4,884,128 |
|
|
N/A |
|
|
0.8 |
|
| TC Pipelines, L.P. |
|
|
Common Units |
|
|
|
1,229,390 |
|
|
2/21/07 |
|
|
42,500,012 |
|
|
34.41 |
|
|
6.6 |
|
| Williams Partners, L.P. |
|
|
Common Units |
|
|
|
142,935 |
|
|
12/13/06 |
|
|
5,229,992 |
|
|
40.61 |
|
|
0.9 |
|
| Williams Partners, L.P. |
|
|
Class B Common Units |
|
|
|
412,457 |
|
|
12/13/06 |
|
|
14,770,085 |
|
|
39.74 |
|
|
2.6 |
|
| |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
$107,384,271 |
|
|
|
|
|
18.3 |
% |
| |
|
|
|
|
The carrying value per unit of unrestricted common
units of Williams Partners, L.P. was $39.03 on December 1, 2006, the date of the purchase agreement, and
$38.75 on December 13, 2006, the date of acquisition and date an enforceable right to acquire the restricted
Williams Partners, L.P. securities was obtained by the Company. The carrying value per unit of unrestricted
common units of TC Pipelines, L.P. was $36.21 on February 20, 2007, the date of the purchase agreement, and
$37.55 on February 21, 2007, the date of acquisition and date an enforceable right to acquire the restricted
TC Pipelines, L.P. securities was obtained by the Company.
As of February 28, 2007, the aggregate cost of
securities for Federal income tax purposes was $650,487,340. At February 28, 2007, the aggregate gross
unrealized appreciation for all securities in which there was an excess of value over tax cost was
$472,374,212 and the aggregate gross unrealized depreciation for all securities in which there was an excess
of tax cost over value was $110,645. The net unrealized appreciation at February 28, 2007 was $472,263,567.
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 Investment Company Act of 1940. The aggregate market value of all securities of
affiliates held by the Company as of February 28, 2007 amounted to $109,770,305, representing 17.3 percent of
net assets applicable to common stockholders. A summary of affiliated transactions for each company which is
or was an affiliate at February 28, 2007 or during the period from December 1, 2006 to February 28, 2007, is
as follows:
| |
Share |
|
Realized |
Gross |
February 28, 2007
|
|
| |
Balance
11/30/06 |
Gross
Additions |
Gross
Deductions |
Gain
(Loss) |
Distributions
Received |
Share
Balance |
Value |
|
| Holly Energy Partners, L.P. |
|
|
427,070 |
|
|
$ — |
|
|
$ — |
|
|
$ — |
|
|
$ 288,272 |
|
|
427,070 |
|
|
$ 19,696,468 |
|
| K-Sea Transportation Partners, L.P. |
|
|
571,300 |
|
|
— |
|
|
— |
|
|
— |
|
|
377,058 |
|
|
571,300 |
|
|
22,566,350 |
|
| MarkWest Energy Partners, L.P. |
|
|
1,016,877 |
|
|
1,384,765 |
|
|
— |
|
|
— |
|
|
1,040,177 |
|
|
1,040,177 |
|
|
67,507,487 |
|
| |
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
$1,384,765 |
|
|
$ — |
|
|
$ — |
|
|
$1,705,507 |
|
|
|
|
|
$109,770,305 |
|
| |
|
|
|
|
|
|
|
|
|
|
4
Item 2. Controls and
Procedures.
| (a) |
The Registrant’s President and Chief Executive Officer and its Chief Financial Officer have concluded
that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the
Investment Company Act of 1940 (the “1940 Act”)) were effective as of a date within 90 days of the
filing date of this report, based on the evaluation of these controls and procedures required by
Rule 30a-3(b) under the 1940 Act and Rule 13a-15(b) or 15d-15(b) under the Securities Exchange Act of
1934, as amended. |
| (b) |
There were no changes in the Registrant's internal control over financial reporting (as defined
in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant's last fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Registrant's internal control
over financial reporting. |
Item 3. Exhibits.
Separate certifications for each principal
executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the
1940 Act (17 CFR 270.30a-2(a)) are filed herewith.
5
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of
1940, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| |
|
|
TORTOISE ENERGY INFRASTRUCTURE CORPORATION |
|
| |
By |
|
/s/ David J. Schulte |
|
| |
|
|
David J. Schulte, President and Chief Executive Officer |
|
| |
Date |
|
April 20, 2007 |
|
Pursuant to the
requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this
report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
| |
By |
|
/s/ David J. Schulte |
|
| |
|
|
David J. Schulte, President and Chief Executive Officer |
|
| |
Date |
|
April 20, 2007 |
|
| |
By |
|
/s/ Terry Matlack |
|
| |
|
|
Terry C. Matlack, Chief Financial Officer |
|
| |
Date |
|
April 20, 2007 |
|
6