As filed electronically with the Securities
and Exchange Commission on January 13, 2025
Registration No. 333-281990
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
N-14
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
☐
Pre-Effective Amendment No. ☒ Post-Effective Amendment No.
1
TORTOISE ENERGY INFRASTRUCTURE CORPORATION
(Exact Name of Registrant as Specified in Charter)
5901 College Boulevard, Suite 400
Overland Park, Kansas 66211
(Address of Principal Executive Offices) (Zip Code)
(913) 981-1020
(Registrant’s Area Code and Telephone Number)
Matthew G.P. Sallee
Diane Bono
5901 College Boulevard, Suite 400
Overland Park, Kansas 66211
(Name and Address of Agent for Service)
With copies to:
Deborah Bielicke Eades
Vedder Price P.C.
222 N. LaSalle Street
Chicago, Illinois 60601
EXPLANATORY NOTE
The
Joint Proxy Statement/Prospectus and Statement of Additional Information, each in the form filed on November 5, 2024, pursuant to Rule
424 of the General Rules and Regulations under the Securities Act of 1933, as amended (File No. 333-281990), are incorporated herein by
reference.
This
amendment is being filed for the sole purpose of adding to Part C of the Registration Statement the executed tax opinion of Vedder Price
P.C., supporting the tax matters discussed in the Joint Proxy Statement/Prospectus.
PART
C: OTHER INFORMATION
ITEM 15: INDEMNIFICATION
Maryland law permits a Maryland corporation to include in its charter
a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for
liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate
dishonesty which is established by a final judgment as being material to the cause of action. The Registrant’s charter contains
such a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.
The Registrant’s charter authorizes it, to the maximum extent
permitted by Maryland law and the Investment Company Act of 1940, as amended (the “1940 Act”), to indemnify any present or
former director or officer or any individual who, while a director of the Registrant and at the request of the Registrant, serves or has
served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise
as a director, officer, partner or trustee, from and against any claim or liability to which that person may become subject or which that
person may incur by reason of his or her status as a present or former director or officer of the Registrant and to pay or reimburse his
or her reasonable expenses in advance of final disposition of a proceeding. The Registrant’s Bylaws obligate it, to the maximum
extent permitted by Maryland law and the 1940 Act, to indemnify any present or former director or officer or any individual who, while
a director of the Registrant and at the request of the Registrant, serves or has served another corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made
a party to the proceeding by reason of his service in that capacity from and against any claim or liability to which that person may become
subject or which that person may incur by reason of his or her status as a present or former director or officer of the Registrant and
to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding. The charter and Bylaws also permit
the Registrant to indemnify and advance expenses to any person who served as a predecessor of the Registrant in any of the capacities
described above and any employee or agent of the Registrant or a predecessor of the Registrant.
Maryland law requires a corporation (unless its charter provides otherwise,
which the Registrant’s charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise,
in the defense of any proceeding to which he is made a party by reason of his service in that capacity. Maryland law permits a corporation
to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those
or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving
rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director
or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding,
the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland law, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on
the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.
In addition, Maryland law permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt
of (a) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by him or on his behalf to repay the amount paid or reimbursed by the
corporation if it is ultimately determined that the standard of conduct was not met.
The provisions set forth above apply insofar as they are consistent
with Section 17(h) of the 1940 Act, which prohibits indemnification of any director or officer of the Registrant against any liability
to the Registrant or its stockholders to which such director or officer otherwise would be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (“1933 Act”), may be provided to directors, officers and controlling persons of the Registrant, pursuant
to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding or payment pursuant
to any insurance policy) is asserted against the Registrant by such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
ITEM 16: EXHIBITS
The following exhibits are filed herewith as part of this Registration
Statement, incorporated herein by reference or to be filed by pre-effective amendment.
| (4) |
Form of Agreement and Plan of Merger is filed as Appendix A to the Joint Proxy Statement/Prospectus
constituting Part A of the Registration Statement. |
| (1) | Incorporated by reference to Pre-Effective Amendment No.
1 to Registrant’s Registration Statement on Form N-2, filed on January 30, 2004 (File Nos. 333-110143 and 811-21462). |
| (2) | Incorporated by reference to Pre-Effective Amendment No.
1 to Registrant’s Registration Statement on Form N-2, filed on June 28, 2004 (File Nos. 333-114545 and 811-21462). |
| (3) | Incorporated by reference to Pre-Effective Amendment No.
1 to Registrant’s Registration Statement on Form N-2, filed on April 1, 2005 (File Nos. 333-122350 and 811-21462). |
| (4) | Incorporated by reference to Pre-Effective Amendment No.
1 to Registrant’s Registration Statement on Form N-2, filed on March 6, 2007 (File Nos. 333-140457 and 811-21462). |
| (5) | Incorporated by reference to Registrant’s Registration
Statement on Form N-2, filed on September 14, 2007 (File Nos. 333-146095 and 811-21462). |
| (6) | Incorporated by reference to Pre-Effective Amendment No.
1 to Registrant’s Registration Statement on Form N-2, filed on January 25, 2008 (File Nos. 333-146095 and 811-21462). |
| (7) | Incorporated by reference to Pre-Effective Amendment No.
2 to Registrant’s Registration Statement on Form N-2, filed on February 12, 2008 (File Nos. 333-146095 and 811-21462). |
| (8) | Incorporated by reference to Post-Effective Amendment No.
2 to Registrant’s Registration Statement on Form N-2, filed on March 1, 2011 (File Nos. 333-165006 and 811-21462). |
| (9) | Incorporated by reference to Post-Effective Amendment No.
7 to Registrant’s Registration Statement on Form N-2, filed on April 23, 2012 (File Nos. 333-165006 and 811-21462). |
| (10) | Incorporated by reference to Post-Effective Amendment No.
9 to Registrant’s Registration Statement on Form N-2, filed on December 4, 2012 (File Nos. 333-165006 and 811-21462). |
| (11) | Incorporated by reference to Post-Effective Amendment No.
14 to Registrant’s Registration Statement on Form N-2, filed on October 30, 2013 (File Nos. 333-165006 and 811-21462). |
| (12) | Incorporated by reference to Post-Effective Amendment No.
15 to Registrant’s Registration Statement on Form N-2, filed on November 27, 2013 (File Nos. 333-165006 and 811-21462). |
| (13) | Incorporated by reference to Post-Effective Amendment No.
18 to Registrant’s Registration Statement on Form N-2, filed on April 27, 2015 (File Nos. 333-165006 and 811-21462). |
| (14) | Incorporated by reference to Post-Effective Amendment No.
19 to Registrant’s Registration Statement on Form N-2, filed on August 3, 2015 (File Nos. 333-165006 and 811-21462). |
| (15) | Incorporated by reference to Post-Effective Amendment No.
21 to Registrant’s Registration Statement on Form N-2, filed on October 1, 2015 (File Nos. 333-165006 and 811-21462). |
| (16) | Incorporated by reference to Post-Effective Amendment No.
23 to Registrant’s Registration Statement on Form N-2, filed on December 18, 2015 (File Nos. 333-165006 and 811-21462). |
| (17) | Incorporated by reference to Registrant’s Registration
Statement on Form N-2, filed on March 4, 2016 (File Nos. 333-209946 and 811-21462). |
| (18) | Incorporated by reference to the Post-Effective Amendment
No. 1 to Registrant’s Registration Statement on Form N-2, filed on May 19, 2016 (File Nos. 333-209946 and 811-21462). |
| (19) | Incorporated by reference to the Post-Effective Amendment
No. 2 to Registrant’s Registration Statement on Form N-2, filed on November 10, 2016 (File Nos. 333-209946 and 811-21462). |
| (20) | Incorporated by reference to the Post-Effective Amendment
No. 6 to Registrant’s Registration Statement on Form N-2, filed on August 22, 2017 (File Nos. 333-209946 and 811-21462). |
| (21) | Incorporated by reference to the Post-Effective Amendment
No. 7 to Registrant’s Registration Statement on Form N-2, filed on December 12, 2017 (File Nos. 333-209946 and 811-21462). |
| (22) | Incorporated by reference to the Post-Effective Amendment
No. 8 to Registrant’s Registration Statement on Form N-2, filed on March 2, 2018 (File Nos. 333-209946 and 811-21462). |
| (23) | Incorporated by reference to the Post-Effective Amendment
No. 9 to Registrant’s Registration Statement on Form N-2, filed on April 18, 2018 (File Nos. 333-209946 and 811-21462). |
| (24) | Incorporated by reference to the Post-Effective Amendment
No. 10 to Registrant’s Registration Statement on Form N-2, filed on April 27, 2018 (File Nos. 333-209946 and 811-21462). |
| (25) | Incorporated by reference to Registration Statement on Form
N-2, filed on April 9, 2019 (File Nos. 333-230789 and 811-21462). |
| (26) | Incorporated by reference to the Pre-Effective Amendment
No. 1 to Registrant’s Registration Statement on Form N-2, filed on June 26, 2019 (File Nos. 333-230789 and 811-21462). |
| (27) | Incorporated by reference to the Registrant’s SC TO-I,
filed on October 2, 2022 (File No. 005-85247). |
| (28) | Incorporated by reference to the Registrant’s SC TO-I,
filed on October 2, 2023 (File No. 005-85247). |
| (29) | Incorporated by reference to the Registrant’s 8-K,
filed on December 20, 2023 (File No. 811-21462). |
| (30) | Incorporated by reference to the Registrant’s Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-14, filed on October 21, 2024 (File No. 333-281990). |
| (31) | Incorporated by reference to the Registrant’s Pre-Effective
Amendment No. 3 to the Registration Statement on Form N-14, filed on November 4, 2024 (File No. 333-281990). |
ITEM 17: UNDERTAKINGS
| (1) |
The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
| (2) |
The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
SIGNATURES
As required by the Securities Act of 1933, this Registration Statement
has been signed on behalf of the Registrant, in the city of Overland Park and state of Kansas, on the 13th day of January, 2025.
| |
Tortoise ENERGY INFRASTRUCTURE CORPORATION |
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|
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By: |
/s/ Matthew G.P. Sallee |
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|
Matthew G.P. Sallee,
Chief Executive Officer |
As required by the Securities Act of 1933, this Registration Statement
has been signed by the following person in the capacity and on the date indicated:
| Signature |
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Title |
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Date |
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| /s/ Matthew G.P. Sallee |
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Chief Executive Officer |
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January 13, 2025 |
| Matthew G.P. Sallee |
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| /s/ Sean Wickliffe |
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Principal Financial Officer and Treasurer |
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January 13, 2025 |
| Sean Wickliffe |
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| /s/ Conrad S. Ciccotello |
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Director |
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January 13, 2025 |
| Conrad S. Ciccotello |
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| /s/ Rand C. Berney |
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Director |
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January 13, 2025 |
| Rand C. Berney |
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| /s/ Alexandra A. Herger |
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Director |
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January 13, 2025 |
| Alexandra A. Herger |
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| /s/ Tom Florence |
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Director |
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January 13, 2025 |
| Tom Florence |
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EXHIBIT
INDEX
Exhibit 12
 |
Chicago
New York
Washington, DC
London
San Francisco
Los Angeles
Singapore
Dallas
Miami
vedderprice.com
|
December 23, 2024
Tortoise Energy Infrastructure Corporation
6363 College Boulevard, Suite 100A
Overland Park, Kansas 66211 |
Tortoise Midstream Energy Fund, Inc.
6363 College Boulevard, Suite 100A
Overland Park, Kansas 66211 |
| |
|
TYG Merger Sub, LLC
6363 College Boulevard, Suite 100A
Overland Park, Kansas 66211 |
|
| Re: | Reorganization of Tortoise Midstream Energy Fund, Inc. into Tortoise Energy Infrastructure Corporation |
Ladies and Gentlemen:
You have requested our opinion regarding certain
U.S. federal income tax consequences of certain transactions undertaken pursuant to the Agreement and Plan of Merger dated as of November
5, 2024 (“Plan”) by and among Tortoise Energy Infrastructure Corporation, a Maryland corporation (the “Acquiring Fund”),
TYG Merger Sub, LLC, a Maryland limited liability company and a direct, wholly-owned subsidiary of the Acquiring Fund (“Merger Sub”),
and Tortoise Midstream Energy Fund, Inc., a Maryland corporation (the “Target Fund”). The Target Fund and the Acquiring Fund
are each referred to herein as a “Fund” and collectively, as the “Funds.”
The Plan contemplates that (i) the Target Fund
will merge (the “Merger”) pursuant to applicable state law with and into Merger Sub with Merger Sub surviving and (a) all
the shares of common stock , par value $0.001 per share, of the Target Fund (“Target Fund Common Stock”) will convert into
shares of voting common stock, par value $0.001 per share, of the Acquiring Fund (“Acquiring Fund Common Shares”) and (b)
each share of the Target Fund’s Series F and H Mandatory Redeemable Preferred Stock issued and outstanding (“Target Fund Preferred
Stock,” and, together with the Target Fund Common Stock, the “Target Fund Stock”) will convert into newly issued shares
of a series H and I, respectively, of Mandatory Redeemable Preferred Stock of the Acquiring Fund having substantially identical terms
as the applicable series of Target Fund Preferred Stock (“Acquiring Fund MRP Shares” and together with Acquiring Fund Common
Shares, “Acquiring Fund Shares”), and (ii) immediately after the effectiveness of the Merger, the Merger Sub will merge with
and into the Acquiring Fund pursuant to the laws of the State of Maryland, with the Acquiring Fund as the surviving corporation (the “Subsidiary
Merger”). The Merger and the Subsidiary Merger are referred to collectively herein as the “Reorganization”.
In rendering this opinion, we have examined the
Plan and have reviewed and relied upon representations made to us by duly authorized officers of the Fund and Merger Sub in letters dated
December 23, 2024 (collectively, the “Representation Letters”). We have also examined the opinion of Paul Hastings LLP dated
December 23, 2024 regarding the Acquiring Fund MRP Shares issued in the Merger being treated as equity of the Acquiring Fund for U.S.
federal income tax purposes (the “Equity Opinion”). In addition, we have examined such other agreements, documents, corporate
records and other materials as we have deemed necessary in order for us to render the opinions referred to in this letter. In such review
and examination, we have assumed the genuineness of all signatures, the legal capacity and authority of the parties who executed such
documents, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us
as copies and the authenticity of the originals of such latter documents.
222
North LaSalle Street | Chicago, Illinois 60601 | T +1 312 609 7500 | F +1 312 609 5005
Vedder Price P.C.
is affiliated with Vedder Price LLP, which operates in England and Wales, Vedder Price (CA), LLP, which operates in California, Vedder
Price Pte. Ltd., which operates in Singapore, and Vedder Price (FL) LLP, which operates in Florida.
Tortoise Energy Infrastructure Corporation
TYG Merger Sub, LLC
Tortoise Midstream Energy Fund, Inc.
December 23, 2024
Page 2
Our opinion is based, in part, on the assumptions
that (i) the Reorganization described herein will occur in accordance with the terms of the Plan (without the waiver or modification of
any terms or conditions thereof and without taking into account any amendment thereof that we have not approved) and the facts and representations
set forth or referred to in this opinion letter, and that such facts and representations, as well as the facts and representations set
forth in the Plan, are true, correct and complete as of the date hereof and will be true, correct and complete as of the date and time
of the Closing (as defined in the Plan) (the “Effective Time”) through the date and time of the Subsidiary Merger, (ii) any
representation set forth in the Representation Letters qualified by knowledge, intention, belief, disclaimer of responsibility or any
similar qualification is, and will be as of the Effective Time through the date and time of the Subsidiary Merger, true, correct and complete
without such qualification, and (iii) the Acquiring Fund MRP Shares issued in the Merger will be treated as equity of the Acquiring Fund
for U.S. federal income tax purposes, which assumption is based on correctness and completeness of the Equity Opinion. You have not requested
that we undertake, and we have not undertaken, any independent investigation of the accuracy of the facts, representations and assumptions
set forth or referred to herein.
For the purposes indicated above, and based upon
the facts, assumptions and representations set forth or referred to herein, it is our opinion that for U.S. federal income tax purposes:
1. The
Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the “Code”), and the Acquiring Fund and the Target Fund will each be a “party to a reorganization,” within the
meaning of Section 368(b) of the Code, with respect to such merger.
2. No
gain or loss will be recognized by the Acquiring Fund or Merger Sub upon the Merger or upon the Subsidiary Merger. (Section 1032(a) of
the Code; Treas. Reg. Section 301.7701-2(a)).
3. No
gain or loss will be recognized by the Target Fund upon the Merger. (Sections 361(a) and (c) and 357(a) of the Code).
4. No
gain or loss will be recognized by the Target Fund’s shareholders upon the conversion, pursuant to the Plan, of all their shares
of Target Fund Stock solely into Acquiring Fund Shares in the Merger, except to the extent the Target Fund’s common shareholders
receive cash in lieu of a fractional Acquiring Fund Common Share. (Section 354(a) of the Code).
5. The
aggregate basis of the Acquiring Fund Shares received by each Target Fund shareholder pursuant to the Merger (including any fractional
Acquiring Fund Common Shares to which such shareholder would be entitled) will be the same as the aggregate basis of the shares of Target
Fund Stock that were converted into such Acquiring Fund Shares. (Section 358(a)(1) of the Code).
6. The
holding period of the Acquiring Fund Shares received by each Target Fund shareholder in the Merger (including any fractional Acquiring
Fund Common Shares to which such shareholder would be entitled) will include the period during which the shares of the Target Fund Stock
that were converted into Acquiring Fund Shares were held by such shareholder, provided such shares of the Target Fund Stock were held
by such shareholder as capital assets at the Effective Time. (Section 1223(1) of the Code).
Tortoise Energy Infrastructure Corporation
TYG Merger Sub, LLC
Tortoise Midstream Energy Fund, Inc.
December 23, 2024
Page 3
7. The
basis of the assets of the Target Fund received by Merger Sub in the Merger will be the same as the basis of such assets in the hands
of the Target Fund immediately before the Effective Time. (Section 362(b) of the Code).
8. The
holding period of the assets of the Target Fund received by Merger Sub in the merger will include the period during which those assets
were held by the Target Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the
holding period with respect to an asset). (Section 1223(2) of the Code).
9. The
payment of cash to the holders of shares of Target Fund Common Stock in lieu of fractional Acquiring Fund Common Shares will be treated
as though such fractional shares were distributed as part of the Merger and then redeemed by the Acquiring Fund with the result that the
holder of such shares of the Target Fund Common Stock will generally have a capital gain or loss to the extent the cash distribution differs
from such holder's basis allocable to the fractional Acquiring Fund Common Shares.
Notwithstanding anything to the contrary herein,
we express no opinion as to the effect of the Reorganization (i) on the Target Fund, the Acquiring Fund, Merger Sub or any Target Fund
shareholder with respect to any asset (including without limitation any stock held in a passive foreign investment company as defined
in section 1297(a) of the Code) as to which any gain or loss is required to be recognized under U.S. federal income tax principles (a)
at the end of a taxable year or upon the termination thereof, or (b) upon the transfer of such asset regardless of whether such transfer
would otherwise be a non-taxable transaction under the Code, (ii) under the alternative minimum tax imposed under section 55 of the
Code on any direct or indirect shareholder of the Target Fund that is a corporation, and (iii) any other U.S. federal tax issues (except
those set forth above) and all state, local or foreign tax issues of any kind.
Facts
Our opinion is based upon the facts, representations
and assumptions set forth or referred to above and the following facts and assumptions, any alteration of which could adversely affect
our conclusions.
The Target Fund has been registered and operated,
since it commenced operations, as a closed-end management investment company under the Investment Company Act of 1940, as amended (the
“1940 Act”). The shares of the Target Fund Common Stock are listed and traded on the New York Stock Exchange (“NYSE”)
under the symbol NTG. Besides shares of Target Fund Common Stock, the only shares the Target Fund currently has outstanding consist of
Target Fund Preferred Stock. All the outstanding shares of the Target Fund Stock are treated as equity for U.S. federal income tax purposes.
The Target Fund is treated as a corporation for U.S. federal income tax purposes, has elected to be taxed as a regulated investment company
under section 851 of the Code for the taxable year of its operations ending November 30, 2023 and each subsequent taxable year, including
without limitation the taxable year in which the Merger occurs, and has qualified and will continue to qualify for the tax treatment afforded
regulated investment companies under the Code for each of such taxable year, including without limitation the taxable year in which the
Merger occurs.
Tortoise Energy Infrastructure Corporation
TYG Merger Sub, LLC
Tortoise Midstream Energy Fund, Inc.
December 23, 2024
Page 4
The Acquiring Fund similarly has been registered
and operated, since it commenced operations, as a closed-end management investment company under the 1940 Act. The Acquiring Fund Common
Shares are listed and traded on the NYSE under the symbol TYG. In addition, the Acquiring Fund currently has outstanding two series of
preferred shares – i.e., Series F and Series G. As part of the Merger, the Acquiring Fund will issue two new series of Acquiring
Fund MRP Shares – i.e., Series H corresponding to Series F of Target Fund Preferred Stock and Series I corresponding to Series H
of Target Fund Preferred Stock. All the outstanding shares of the Acquiring Fund are treated as equity for U.S. federal income tax purposes
and all the Acquiring Fund Shares to be issued in the Merger will be treated as equity of the Acquiring Fund for U.S. federal income tax
purposes. The Acquiring Fund is treated as a corporation for U.S. federal income tax purposes, has elected to be taxed as a regulated
investment company under section 851 of the Code for the taxable year of its operations ending November 30, 2023 and each subsequent taxable
year, including without limitation the taxable year in which the Merger occurs, and has qualified and will continue to qualify for the
tax treatment afforded regulated investment companies under the Code for each of its taxable years, including without limitation the taxable
year in which the Merger occurs.
Merger Sub is a newly formed Maryland limited
liability company and a direct, wholly-owned subsidiary of the Acquiring Fund that is and has been since the date of its organization
disregarded as an entity separate from its owner within the meaning of section 301.7701-3 of the Treasury Regulations. Merger Sub has
not elected, and will not elect, to be classified, with effect as of or prior to the Subsidiary Merger, as an association taxable as a
corporation pursuant to section 301.7701-3 of the Treasury Regulations.
Upon satisfaction of certain terms and conditions
set forth in the Plan, at the Effective Time the Target Fund will merge pursuant to applicable state law with and into Merger Sub with
Merger Sub surviving and the shares of the Target Fund Common Stock will convert into Acquiring Fund Common Shares and the shares of the
Target Fund Preferred Stock will convert into Acquiring Fund MRP Shares. Pursuant to such state law and without any further action or
deed being required, as of the Effective Time, all the rights, privileges, powers, assets, property and liabilities of the Target Fund
and Merger Sub will become the rights, privileges, powers, assets, property and liabilities of Merger Sub and the separate legal existence
of the Target Fund shall cease for all purposes. Each share of the Target Fund Common Stock outstanding immediately prior to the Effective
Time will be converted into a number of Acquiring Fund Common Shares equal to one multiplied by the quotient of the net asset value per
common share of the Target Fund Common Stock as of the Valuation Time (as defined in the Plan) divided by the net asset value of an Acquiring
Fund Common Share as of the Valuation Time. Each outstanding share of Target Fund Preferred Stock will be converted into a newly issued
share of a respective series of Acquiring Fund MRP Share. The Acquiring Fund MRP Shares issued in the Merger will have the same liquidation
preference and value as of the Effective Time as the shares of Target Fund Preferred Stock outstanding at the Effective Time and the terms
of the Acquiring Fund MRP Shares received by a holder of shares of Target Fund Preferred Stock will be substantially identical as the
terms of the shares of Target Fund Preferred Stock surrendered by such shareholder in the Merger. No fractional Acquiring Fund Common
Shares will be issued to Target Fund shareholders in connection with any Merger. In lieu thereof, the Acquiring Fund’s transfer
agent, on behalf of the shareholders entitled to receive fractional Acquiring Fund Common Shares, will aggregate all fractional Acquiring
Fund Common Shares and sell the resulting whole shares on the NYSE for the account of all shareholders of fractional interests, and each
such shareholder will be entitled to a pro rata share of the proceeds from such sale.
Tortoise Energy Infrastructure Corporation
TYG Merger Sub, LLC
Tortoise Midstream Energy Fund, Inc.
December 23, 2024
Page 5
As a result of the Merger, every shareholder of
the Target Fund Common Stock will own Acquiring Fund Common Shares (including for this purpose any fractional shares to which they would
be entitled) that will have an aggregate per share net asset value as of the Valuation Time equal to the aggregate per share net asset
value of the shares of Target Fund Common Stock held by such shareholder as of the Valuation Time and each holder of Target Fund Preferred
Stock will own Acquiring Fund MRP Shares with an aggregate liquidation preference and value as of the Effective Time equal to the aggregate
liquidation preference and value of the shares of Target Fund Preferred Stock held by such shareholder as of the Effective Time.
Immediately after the effectiveness of the Merger,
the Subsidiary Merger will occur.
There will be no dissenters’ rights of appraisal
with respect to the Reorganization under the applicable provisions of state law. Thus, no shareholder of the Target Fund will receive
any cash or property in the Reorganization other than Acquiring Fund Shares as a result of the conversion of his, her or its shares of
the Target Fund Stock and any cash in lieu of fractional Acquiring Fund Common Shares.
Following the Merger, the Acquiring Fund (directly
or indirectly through Merger Sub) will continue the Target Fund’s historic business in that it will have an investment objective
and investment strategies, policies, risks and restrictions similar to those of the Target Fund. In addition, the Acquiring Fund will
use a significant portion of the Target Fund’s historic business assets in its business. Prior to the Effective Time, a portion
of the Target Fund’s portfolio will be repositioned in connection with deemphasizing natural gas infrastructure holdings. At least
thirty-four percent (34%) of the total fair market value of the Target Fund’s portfolio assets (i) will meet, as of the Effective
Time, and (ii) met, at all times beginning two years prior to the date the Board of Directors of the Target Fund approved the Reorganization
and at all times thereafter, the investment objective, strategies, policies, risks and restrictions of the Acquiring Fund. The Target
Fund did not alter, and will not alter, its portfolio in connection with the Reorganization to meet this thirty-four percent (34%) threshold.
No Fund modified any of its investment objective, strategies, policies, risks or restrictions to permit the Target Fund to meet this thirty-four
percent (34%) threshold or in connection with the Reorganization and the Acquiring Fund has no plan or intention to change any of its
investment objective, strategies, policies, risks or restrictions after the Merger.
In approving the Merger, the Board of Directors
of each Fund (collectively, the “Boards”) determined that the Plan and the transactions contemplated thereunder are in the
best interests of its Fund and that the interests of the shareholders of its Fund will not be diluted as a result of the Merger. In making
such determination, the Boards considered a number of factors as set forth under the heading “Proposal 1: Authorization of the Merger
– Synopsis – Background and Reasons for the Proposed Merger” in the Joint Proxy Statement/Prospectus dated November
5, 2024 (the “Proxy Statement”) relating to the Registration Statement (as defined below).
Tortoise
Energy Infrastructure Corporation
TYG Merger Sub, LLC
Tortoise Midstream Energy Fund, Inc.
December 23, 2024
Page 6
Conclusion
Based on the foregoing, it is our opinion (subject
to the conditions and limitations set forth above) that the Merger, in accordance with the terms of the Plan, will qualify as a reorganization
under section 368(a) of the Code.
The opinions set forth above (subject to the conditions
and limitations set forth above) with respect to (i) the nonrecognition of gain or loss by the Target Fund, the Acquiring Fund and
Merger Sub, (ii) the basis and holding period of the assets received by Merger Sub, (iii) the nonrecognition of gain or loss
by the Target Fund’s shareholders upon the receipt of the Acquiring Fund Shares, except with respect to cash received in lieu of
a fractional Acquiring Fund Common Share, and (iv) the basis and holding period of the Acquiring Fund Shares received by the Target
Fund’s shareholders follow as a matter of law from the opinion that the transfers under the Plan will qualify as a reorganization
under section 368(a) of the Code.
The opinions expressed in this letter are based
on the Code, the Income Tax Regulations promulgated by the Treasury Department thereunder and judicial authority reported as of the date
hereof. We have also considered the positions of the Internal Revenue Service (the “Service”) reflected in published and private
rulings. Although we are not aware of any pending changes to these authorities that would alter our opinions, there can be no assurances
that future legislative or administrative changes, court decisions or Service interpretations will not significantly modify the statements
or opinions expressed herein. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this
letter or to notify you of any changes to such facts or law.
Our opinion is limited to those U.S. federal income
tax issues specifically considered herein. We do not express any opinion as to any other U.S. federal tax issues, or any state, local
or foreign tax law issues, arising from or related to the transactions contemplated by the Plan. Although the discussion herein is based
upon our best interpretation of existing sources of law and expresses what we believe a court would properly conclude if presented with
these issues, our opinion is not binding on the courts or the Service and no assurance can be given that such interpretations would be
followed by the courts or the Service if they were to become the subject of judicial or administrative proceedings.
This opinion is furnished to the Funds for their
benefit in connection with the Reorganization and is not to be relied upon, for any other purpose, in whole or in part, without our express
prior written consent. Shareholders of the Funds may rely on this opinion, it being understood that we are not establishing any attorney-client
relationship with any shareholder of any of the Funds. This letter is not to be relied upon for the benefit of any other person.
We hereby consent to the filing of a form of this
opinion as an exhibit to the Registration Statement on Form N-14 (File No. 333-281990) relating to the Reorganization filed by the Acquiring
Fund with the Securities and Exchange Commission (the “Registration Statement”); to the discussion of this opinion in the
Proxy Statement; and to the use of our name and to any reference to our firm in the Registration Statement and the Proxy Statement. In
giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, |
|
| |
|
| /s/ Vedder Price P.C. |
|
| |
|
| VEDDER PRICE P.C. |
|
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