Los Angeles

Port of LA

May 25, 2023 Item #7

Agenda Item 7

7. RESOLUTION NO. ____________ - CONSENT TO THE TRANSFER OF 49 PERCENT\nIN THE AGGREGATE OF THE DIRECT AND INDIRECT OWNERSHIP OF TRAPAC,\nLLC - PERMIT NO. 881\nSummary: Staff requests consent to the transfer of 49 percent in the aggregate of the direct and\nindirect ownership of TraPac, LLC (TraPac), a tenant of the City of Los Angeles Harbor\nDepartment (Harbor Department) under Permit No. 881 (Permit). Currently, TraPac is 100\npercent owned by International Transportation, Inc. (ITI) (to be renamed TraPac Holdings, LLC),\nwhich is 100 percent owned by Mitsui O.S.K. Lines, Ltd. (MOL). Under the proposed transfer,\ntwo funds or investment vehicles managed and controlled by a subsidiary of Macquarie Group\nLimited (MGL) will acquire an aggregate 49 percent direct and/or indirect equity interest in\nTraPac, as follows: (a) Skipjack Terminal Holdings, L.P. (Skipjack Terminal Holdings), will\nacquire approximately 22.2 percent of the equity interests in ITI from MOL; and (b) Skipjack\n(ECI) Holdings, LLC (Skipjack (ECI) Holdings) will acquire approximately 34.5 percent of the\nequity interests in TraPac from ITI. MOL will retain the remaining 51 percent equity interest in\nTraPac. There is a related item on the Board of Harbor Commissioner’s agenda for May 25,\n2023, also concerning a change to TraPac’ s upstream ownership and guaranty which will be\nconsidered separately and independently from this current action. No changes will be made to\nthe Permit or terminal operations under this action.\nRecommendation: Board resolve to (1) find that the Director of Environmental Management has\ndetermined that the proposed action is administratively exempt from the requirements of the\nCalifornia Environmental Quality Act (CEQA) under Article II Section 2(f) of the Los Angeles City\nCEQA Guidelines; (2) approve and consent to the transfer of approximately (i) 22.2 percent of\nthe ownership of ITI from MOL to Skipjack Terminal Holdings and (ii) 34.5 percent of the\nownership of TraPac from ITI to Skipjack (ECI) Holdings, resulting in Skipjack Terminal Holdings\nand Skipjack (ECI) Holdings holding in the aggregate a 49 percent direct and/or indirect equity\ninterest in TraPac; (3) ratify a 2022 transfer resulting from a repurchase of 49 percent interest in\nTraPac by MOL that was previously held by Brookfield Asset Management, Inc. (Brookfield); (4)\ndirect the Board Secretary to transmit to City Council pursuant to Charter Section 606: (i) the\nconsent to transfer of approximately 22.2 percent of the ownership of ITI (which, prior to the\ntransfer, directly owns and controls 100 percent of TraPac) from MOL to Skipjack Terminal\nHoldings; (ii) the consent to transfer of the ownership of approximately 34.5 percent of TraPac\nfrom ITI to Skipjack (ECI) Holdings; and (iii) ratification of the 2022 transfer resulting from a\nrepurchase of a 49 percent interest in TraPac that was held by Brookfield to MOL; and (5) adopt\nResolution No.____________.\nSPECIAL MEETING AGENDA\nCargo & Industrial Real Estate