- Unitholders expected to receive $3.83 per unit at closing
- Transaction expected to close in the first half of 2022
- Proceeds from sales of IMTT, Atlantic Aviation and MIC Hawaii
expected to total $52.18 per share; 35% premium to MIC share price
prior to announcement of Strategic Alternatives process
Macquarie Infrastructure Corporation (NYSE: MIC) (“MIC” or “the
Company”) today announced the culmination of its strategic
alternatives process by signing a merger agreement with an
affiliate of Argo Infrastructure Partners, LP (“Argo”). At closing
the Company’s MIC Hawaii businesses will become a wholly-owned
subsidiary of Argo for expected consideration of $3.83 per unit.
The transaction is expected to close in the first half of 2022.
MIC Hawaii comprises primarily a combined regulated gas utility
and unregulated distributor of propane, and several smaller
businesses collectively engaged in efforts to reduce the cost and
improve the reliability and sustainability of energy in Hawaii.
In October 2019, MIC announced its pursuit of strategic
alternatives including a sale of the whole of the Company or its
individual operating businesses. MIC launched the sales processes
early in 2020.
In December 2020, MIC completed a sale of its bulk liquid
storage terminal business, IMTT, for $2.67 billion. The proceeds
were used to eliminate holding company level debt with the
remainder distributed to shareholders as a special dividend of
$11.00 per share in cash in January 2021.
In June 2021, MIC announced that it had agreed to sell its
aviation services business, Atlantic Aviation, for $4.475 billion.
The transaction is expected to close in the fourth quarter of 2021,
following completion of the Company’s planned reorganization, and
result in a cash distribution of approximately $37.35 per unit.
“Since 2018, our strategy has centered on enhancing the
infrastructure characteristics of our businesses, improving their
resilience and unlocking additional value for our shareholders,”
said Christopher Frost, chief executive officer of MIC. “While
COVID-19 lengthened the timeframe to complete these efforts, we are
now transferring our businesses to private owners who recognize
their improved resilience and growth potential. Subject to the
successful closing of our two agreed transactions, we have
delivered on our commitments and will return net proceeds to
shareholders of $52.18 per share, representing a 35% premium to our
share price prior to embarking on our pursuit of strategic
alternatives.”
Merger Agreement
Under the terms of the merger agreement, at closing, Argo will
pay the merger consideration to unitholders, and fund transaction
costs and fund a disposition payment to MIC’s external manager of
approximately $82 million if the merger closes on or before July 1,
2022 or $57 million if the merger closes after this date. The
disposition payment was calculated in accordance with the
Disposition Agreement between MIC and the Company’s external
manager dated October 30, 2019.
The terms of the merger agreement correspond to an enterprise
value for MIC Hawaii of $514 million including assumed debt and
transaction costs resulting in a multiple of 2021 Earnings Before
Interest Taxes and Depreciation (EBITDA) of 12.9 times at the
midpoint of Company guidance. The multiple reflects the steady
improvement in the number of visitors to Hawaii, a primary driver
of business performance, albeit visitor numbers have yet to recover
to pre-COVID levels.
Unitholders are expected to receive $3.83 per unit net of an
additional payment to the Company’s external manager if the merger
closes on or before July 1, 2022. If the merger closes after this
date, unitholders will receive consideration of $4.11 per unit.
The merger is expected to be completed in the first half of 2022
subject to customary approvals, including by the Hawaii Public
Utilities Commission and by MIC shareholders and the prior closing
of the previously announced sale of MIC’s Atlantic Aviation
business. MIC intends to seek shareholder approval for both the
merger and the sale of Atlantic Aviation at a Special Meeting of
Shareholders in 2021. Upon closing MIC will no longer be a publicly
traded company.
Lazard and Evercore acted as financial advisors and White &
Case LLP acted as legal advisor to MIC.
About MIC
MIC owns and operates businesses providing basic services to
customers in the United States. Its businesses consist of an
airport services business, Atlantic Aviation, and entities
comprising an energy services, production and distribution segment,
MIC Hawaii. For additional information, please visit the MIC
website at www.macquarie.com/mic.
MIC is not an authorized deposit-taking institution for the
purposes of the Banking Act 1959 (Commonwealth of Australia). The
obligations of MIC do not represent deposits or other liabilities
of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not
guarantee or otherwise provide assurance in respect of the
obligations of MIC.
Important Information For Investors And Stockholders
In connection with the proposed transaction, Macquarie
Infrastructure Corporation (the “Company”) intends to file a proxy
statement with the Securities and Exchange Commission (“SEC”), the
definitive version of which will be mailed to stockholders of the
Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain free copies of
the proxy statement and other documents filed with the SEC by the
Company through the website maintained by the SEC at
https://www.sec.gov. Copies of the documents filed with the SEC by
the Company will also be available free of charge on the Company
website at www.macquarie.com/mic or by writing to us at 125 West
55th Street, New York, New York 10019, United States of America,
Attention: Investor Relations.
Certain Information Regarding Participants
The Company and its directors and executive officers may be
considered participants in the solicitation of proxies in
connection with the merger. Information about the directors and
executive officers of the Company is set forth in its Annual Report
on Form 10-K for the year ended December 31, 2020, which was filed
with the SEC on February 17, 2021, and its definitive proxy
statement for its 2021 annual meeting of stockholders, which was
filed with the SEC on March 29, 2021. Other information regarding
the participants of the Company in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and
other relevant materials to be filed with the SEC regarding the
transaction when they become available.
Disclaimer on Forward Looking Statements
This communication contains forward-looking statements. The
Company may, in some cases, use words such as “project,” “believe,”
“anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,”
“would,” “could,” “potentially” or “may” or other words that convey
uncertainty of future events or outcomes to identify these
forward-looking statements. Such statements include, among others,
those concerning the Company’s expected financial performance and
strategic and operational plans, statements regarding sales of the
Company’s operating businesses (including the Company’s proposed
reorganization), the ability to complete such sales and the
anticipated uses of any proceeds therefrom, statements regarding
the anticipated specific and overall impacts of the COVID-19
pandemic, as well as all assumptions, expectations, predictions,
intentions or beliefs about future events. Forward-looking
statements in this communication are subject to a number of risks
and uncertainties, some of which are beyond the Company’s control,
including, among other things: changes in general economic or
business conditions; the ongoing impact of the COVID-19 pandemic;
the Company’s ability to complete the sale of the Company or its
operating businesses on favorable terms; the Company’s ability to
service, comply with the terms of and refinance debt; its ability
to retain or replace qualified employees; in the absence of a sale
or sales of its businesses, its ability to complete growth
projects, deploy growth capital and manage growth, make and finance
future acquisitions and implement its strategy; the regulatory
environment; demographic trends; the political environment; the
economy, tourism, construction and transportation costs; air
travel; environmental costs and risks; fuel and gas and other
commodity costs; the Company’s ability to recover increases in
costs from customers; cybersecurity risks; work interruptions or
other labor stoppages; risks associated with acquisitions or
dispositions; litigation risks; reliance on sole or limited source
suppliers, risks or conflicts of interests involving the Company’s
relationship with the Macquarie Group; and changes in U.S. federal
tax law. These and other risks and uncertainties are described
under the caption “Risk Factors” in Item 1A of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2020 and in its
other reports filed from time to time with the SEC.
The Company’s actual results, performance, prospects, or
opportunities could differ materially from those expressed in or
implied by the forward-looking statements. Additional risks of
which the Company is not currently aware could also cause its
actual results to differ. In light of these risks, uncertainties,
and assumptions, you should not place undue reliance on any
forward-looking statements. The forward-looking events discussed in
this communication may not occur. These forward-looking statements
are made as of the date of this communication. The Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210614005830/en/
Investors Jay A. Davis Investor Relations +1
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Media Lee Lubarsky Corporate Communications +1
212-231-2638
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