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UNITED STATES
SECURITIES AND EXHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Tortoise Energy Infrastructure Corporation
(NAME OF ISSUER)
Mandatory Redeemable Preferred Stock
(TITLE OF CLASS OF SECURITIES)
8914L3#5
8914L2#6
(CUSIP NUMBER)
October 9, 2014
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP Nos.8914L3#5, 8914L2#6 13G PAGE 2 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS:
Babson Capital Management LLC
51-0504477
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5 SOLE VOTING POWER
2,600,000
NUMBER OF ----- ------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----- ------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 2,600,000
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%
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12 TYPE OF REPORTING PERSON
IA
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CUSIP Nos.8914L3#5, 8914L2#6 13G PAGE 3 OF 8 PAGES
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1 NAMES OF REPORTING PERSONS:
Massachusetts Mutual Life Insurance Company
04-1590850
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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5 SOLE VOTING POWER
2,600,000
NUMBER OF ----- ------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----- ------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 2,600,000
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8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,600,000
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6%
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12 TYPE OF REPORTING PERSON
IC
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CUSIP Nos.8914L3#5, 8914L2#6 13G PAGE 4 OF 8 PAGES
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Item 1(a) Name of Issuer:
Tortoise Energy Infrastructure Corporation
1(b) Address of Issuer's Principal Executive Offices:
11550 Ash Street, Suite 300
Leawood, Kansas 66211
Item 2(a) Name of Person Filing:
(i) Babson Capital Management LLC
(ii) Massachusetts Mutual Life Insurance Company
2(b) Address of Principal Business Office or, if None, Residence:
Babson Capital Management LLC
470 Atlantic Ave
Boston, MA 02210-2208
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
2(c) Citizenship:
(i) Babson Capital Management LLC - Delaware
(ii) Massachusetts Mutual Life Insurance Company - Commonwealth
of Massachusetts
2(d) Title of Class of Securities:
Mandatory Redeemable Preferred Stock
2(e) CUSIP Number:
8914L3#5 (Mandatory Redeemable Preferred Stock, Series D)
8914L2#6 (Mandatory Redeemable Preferred Stock, Series E)
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CUSIP Nos.8914L3#5, 8914L2#6 13G PAGE 5 OF 8 PAGES
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Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [x] Insurance company as defined in section 3(a)(19) of the
Exchange Act. (Massachusetts Mutual Life Insurance Company)
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act.
(e) [x] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); (Babson Capital Management LLC)
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 Ownership
(a) Amount beneficially owned: See Item 9 of cover pages.
Babson Capital Management LLC, in its capacity as investment adviser, has sole
voting and dispositive power with respect to the 2,600,000 shares of Mandatory
Redeemable Preferred Stock held in certain advisory accounts owned (directly or
indirectly) by affiliated entities and therefore may be deemed to beneficially
own such shares. Babson Capital Management LLC is a wholly-owned subsidiary of
Massachusetts Mutual Life Insurance Company ("MassMutual"), the direct
beneficial owner of 2,385,085 shares of Mandatory Redeemable Preferred Stock.
In addition, C.M. Life Insurance Company, a wholly-owned subsidiary of
MassMutual, and MassMutual Asia Limited, an indirect wholly-owned subsidiary of
MassMutual, own 104,629 and 110,286 shares of Mandatory Redeemable Preferred
Stock, respectively, which therefore may be deemed to be indirectly owned by
MassMutual.
The filing of this statement shall not be construed as an admission that any of
the Reporting Persons are the beneficial owner of any securities covered by the
statement other than the securities actually owned by such person (if any).
(b) Percent of class: 11.6%
The referenced securities are preferred equity securities which
the Reporting Persons are informed, represent, in the aggregate,
11.6% of the preferred equity securities of the Issuer.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 2,600,000
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or direct the disposition
of: 2,600,000
(iv) Shared power to dispose or direct the disposition of:
Item 5 Ownership of Five Percent or Less of a Class:
Not applicable
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CUSIP Nos.8914L3#5, 8914L2#6 13G PAGE 6 OF 8 PAGES
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Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7 Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on by the Parent Holding Company:
Not applicable
Item 8 Identification and Classification of Members of the Group:
Not applicable
Item 9 Notice of Dissolution of Group:
Not applicable
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CUSIP Nos.8914L3#5, 8914L2#6 13G PAGE 7 OF 8 PAGES
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Item 10 Certifications:
By signing below BABSON CAPITAL MANAGEMENT LLC certifies that, to the best of
its knowledge and belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the Issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, BABSON
CAPITAL MANAGEMENT LLC certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 17, 2014
BABSON CAPITAL MANAGEMENT LLC
Name: Melissa LaGrant
Title: Managing Director
By signing below MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY certifies that,
to the best of its knowledge and belief, the securities referred to above were
acquired and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the Issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY certifies that the information
set forth in this statement is true, complete and correct.
Dated: October 17, 2014
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Name: Donald Griffith
Title: Vice President
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CUSIP Nos.8914L3#5, 8914L2#6 13G PAGE 8 OF 8 PAGES
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Joint Filing Agreement
This will confirm the agreement by and among all the undersigned that
this Schedule 13G and any future amendments thereto with respect to the
beneficial ownership by the undersigned of Mandatory Preferred Stock shares of
Tortoise Energy Infrastructure Corporation is being filed on behalf of each of
the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be
executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
Dated: October 17, 2014
BABSON CAPITAL MANAGEMENT LLC
Name: Melissa LaGrant
Title: Managing Director
Dated: October 17, 2014
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
Name: Donald Griffith
Title: Vice President