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Unitholders are expected to receive US$3.83 per unit at the close
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The transaction is expected to be completed in the first half of 2022
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The sales income of IMTT, Atlantic Aviation and MIC Hawaii is expected to be US$52.18 per share; before the strategic alternative is announced, it is a 35% premium to MIC’s stock price
Macquarie Infrastructure Corporation (NYSE stock code:microphone) (“MIC” or “Company”) today announced the signing of a merger agreement with an affiliate of Argo Infrastructure Partners, LP (“Argo”), thereby reaching the culmination of its strategic alternative process. The closed company’s MIC Hawaii business will become a wholly-owned subsidiary of Argo, with an expected consideration of US$3.83 per unit. The transaction is expected to be completed in the first half of 2022.
MIC Hawaii mainly includes regulated natural gas utility companies and unregulated propane distributors, as well as several small businesses working together to reduce costs and improve the reliability and sustainability of Hawaii’s energy.
In October 2019, MIC announced that it was seeking a strategic alternative, including the sale of the entire company or its individual operating businesses. MIC started the sales process in early 2020.
In December 2020, MIC completed the sale of its bulk liquid storage terminal business IMTT at a price of US$2.67 billion. The proceeds are used to eliminate debt at the holding company level, and the remainder will be distributed to shareholders in cash as a special dividend of $11.00 per share in January 2021.
In June 2021, MIC announced that it had agreed to sell its aviation services business Atlantic Aviation for US$4.475 billion. The transaction is expected to be completed in the fourth quarter of 2021 after the company’s planned reorganization is completed, and will result in a cash distribution of approximately US$37.35 per unit.
MIC CEO Christopher Frost said: “Since 2018, our strategic focus has been to enhance the infrastructure characteristics of our business, increase its resilience, and unlock additional value for our shareholders.” “Although COVID -19 Extends the time to complete these tasks, but we are now transferring our business to private owners who recognize their increased resilience and growth potential. After the successful completion of the two transactions we reached, we have honored us The company’s commitment and will return to shareholders a net income of US$52.18 per share, which is a 35% premium to the stock price before we began to seek strategic alternatives.”
Merger agreement
According to the terms of the merger agreement, if the merger is completed on or before July 1, 2022, Argo will pay unitholders the merger consideration upon completion of the transaction, provide funding for transaction costs, and pay approximately 8,200 to the external manager of MIC 10,000 US dollars in disposal costs or 570,000 US dollars, if the merger is completed after this date. The disposal amount is calculated according to the disposal agreement signed by MIC and the company’s external manager on October 30, 2019.
The terms of the merger agreement correspond to MIC Hawaii’s corporate value of US$514 million, including debt and transaction costs assumed, resulting in interest taxes and earnings before depreciation (EBITDA) multiples of 12.9 times the company’s guidance midpoint in 2021. This multiple reflects the steady increase in the number of tourists in Hawaii, which is the main driver of business performance, although the number of tourists has not yet returned to the level before the COVID.
If the merger is completed on or before July 1, 2022, unitholders are expected to receive US$3.83 per unit, net of additional payments to the company’s external managers. If the merger is completed after this date, unitholders will receive a consideration of US$4.11 per unit.
The merger is expected to be completed in the first half of 2022, subject to the customary approval of the Hawaii Public Utilities Commission and MIC shareholders, as well as the completion of the previously announced sale of MIC Atlantic Airlines. MIC intends to seek shareholder approval for the merger and sale of Atlantic Airways at a special meeting of shareholders in 2021. After the closure, MIC will no longer be a listed company.
Lazard and Evercore acted as financial advisors to MIC, and White & Case LLP acted as legal advisors to MIC.
About the microphone
MIC owns and operates companies that provide basic services to American customers. Its businesses include Atlantic Aviation, an airport service business, and MIC Hawaii, an entity composed of energy services, production and distribution departments. For more information, please visit the MIC website: www.macquarie.com/mic.
For the Banking Act of 1959 (Australian Commonwealth), MIC is not an authorized depository institution. MIC’s obligations do not represent the deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee MIC’s obligations or otherwise provide guarantees.
Important information for investors and shareholders
With regard to the proposed transaction, Macquarie Infrastructure Corporation (“Company”) intends to submit a proxy statement to the United States Securities and Exchange Commission (“SEC”), the final version of which will be mailed to the company’s shareholders. It is strongly recommended that the company’s investors and securities holders carefully read the proxy statement and other documents that have been or will be submitted to the US Securities and Exchange Commission because they contain or will contain important information. Investors and securities holders can obtain free copies of the power of attorney and other documents submitted by the company to the US Securities and Exchange Commission through the website maintained by the US Securities and Exchange Commission. https://www.sec.gov. Copies of documents submitted by the company to the US Securities and Exchange Commission will also be provided free of charge on the company’s website www.macquarie.com/mic Or write to 125 West 55th Street, New York, New York 10019, United States of America. Note: Investor relations.
Certain information about participants
The company and its directors and executive officers may be regarded as participants in the agency solicitation related to the merger. Information about the company’s directors and executive officers is contained in its annual report on Form 10-K for the year ended December 31, 2020, which was filed with the US Securities and Exchange Commission on February 17, 2021, and its final power of attorney 2021 The annual general meeting of shareholders was submitted to the US Securities and Exchange Commission on March 29, 2021. Other information about the company’s participants solicited by the agency and a description of their direct and indirect interests through securities holdings or other means will be included in the proxy statement and other relevant materials will be submitted to the US Securities and Exchange Commission when available.
Disclaimer of forward-looking statements
This communication contains forward-looking statements. In some cases, the company may use terms such as “project”, “believe”, “anticipate”, “plan”, “anticipate”, “estimate”, “intend”, “should”, “will”, “may” And other words. , “May” or “may” or other words that convey the uncertainty of future events or results to identify these forward-looking statements. These reports include (among others) reports on the company’s expected financial performance, strategy and operating plans, reports on the company’s business sales (including the company’s proposed restructuring), the ability to complete such sales, and any proceeds The intended use of the COVID-19 pandemic, a statement about the expected specific and overall impact of the COVID-19 pandemic, and all assumptions, expectations, predictions, intentions, or beliefs about future events. The forward-looking statements in this newsletter are subject to many risks and uncertainties, some of which are beyond the company’s control, including: changes in general economic or business conditions; the continuing impact of the COVID-19 pandemic; the company’s ability Complete the sale of the company or its operating business on preferential terms; the company’s services, the ability to comply with debt terms and the ability to refinance debt; the ability to retain or replace qualified employees; it completes growth projects and deployments without selling or selling its business Growth capital and the ability to manage growth, make and fund future acquisitions and implement their strategies; regulatory environment; demographic trends; political environment; economic, tourism, construction and transportation costs; air travel; environmental costs and risks; fuel and natural gas and others Commodity costs; the company’s ability to recover increased costs from customers; cyber security risks; work interruption or other labor stoppages; risks associated with acquisitions or disposals; litigation risks; reliance on suppliers from a single or limited source, involving the company and Macquarie Group relationship risks or conflicts of interest; and changes in the US federal tax law. These and other risks and uncertainties are addressed in the company’s annual report on Form 10-K for the year ended December 31, 2020, under the heading 1A “Risk Factors” and other reports filed with the U.S. Securities and Exchange Commission from time to time. description.
The company’s actual results, performance, prospects or opportunities may differ materially from those expressed or implied in forward-looking statements. Other risks that the company is not aware of may also cause differences in its actual results. 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 newsletter may not occur. These forward-looking statements were made on the date of this newsletter. Unless required by law, the company assumes no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or other reasons.
View the source version on businesswire.com: https://www.businesswire.com/news/home/20210614005830/en/
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