MIC announces agreement to sell IMTT

Macquarie Infrastructure Corporation (MIC) has entered into an agreement to sell its bulk liquid storage and handling business, International-Matex Tank Terminals (IMTT), to an entity affiliated with Riverstone Holdings LLC for approximately $2.685 billion in cash and assumed debt. The transaction is expected to close in late 2020 or early 2021, subject to receipt of approvals and satisfaction of the conditions precedent set forth in the sales agreement. 

MIC intends to use all net proceeds, after payment of capital gains taxes and additional transaction related expenses and fees, to pay a special dividend of approximately $10.75 per share and to repay or offset holding company level debt of approximately $400 million. Both the record date for the dividend and final amount remain subject to approval by the MIC board of directors, which is expected following the closing of the sale based on business and economic conditions at the time. Pro-forma for the completion of the sale and the payment of the special dividend, the Company expects its leverage ratio to be approximately 4.3x net debt to EBITDA. 

On closing of the sale, MIC anticipates paying capital gains taxes of approximately $158 million, additional transaction expenses of approximately $25 million and a payment to the Company’s external Manager of approximately $28 million pursuant to the Disposition Agreement entered into between the Company and the Manager on October 30, 2019. 

“We are pleased with the result of our efforts to sell IMTT against the challenging backdrop created by the COVID-19 pandemic,” said Christopher Frost, MIC’s chief executive officer. “We have achieved a favorable outcome for MIC shareholders consistent with our strategy of unlocking value via sales of our operating businesses.” 

“We remain committed to our pursuit of strategic alternatives for our ongoing businesses and to maintaining our balance sheet strength and financial flexibility throughout the process,” Frost added.

Lazard and Evercore acted as financial advisors to MIC, and White & Case provided legal support. 

IMTT has been classified as a discontinued operation for financial reporting purposes as of September 30, 2020. All prior periods referenced in this press release and in the Company’s filing with the SEC on Form 10-Q have been restated to reflect this classification. MIC’s continuing operations comprise Atlantic Aviation, MIC Hawaii, and the Company’s Corporate and Other segment.  

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