23 December 2020
Macquarie Infrastructure Corporation (NYSE: MIC) today announced that it has successfully completed the sale of its International-Matex Tank Terminals (“IMTT”) business to an affiliate of Riverstone Holdings, Inc. for $2.67 billion, net of closing adjustments, and including assumed debt of approximately $1.11 billion. MIC announced that it had entered into the agreement to sell IMTT on November 9, 2020.
As previously indicated, the MIC board of directors has elected to return all the net proceeds from the sale, after payment of taxes and expenses and providing for the repayment of holding company level debt, to shareholders in a special dividend. The board has authorized the payment of a one-time dividend of $11.00 per share of MIC common stock. The special dividend will be payable January 8, 2021 to stockholders of record as of the close of trading January 5, 2021.
Christopher Frost, MIC’s chief executive officer, said, “With the successful completion of the sale of IMTT we will focus our resources on the operation of our remaining businesses, both of which are performing in line with our expectations, and on the sale of the Company or those businesses separately as a means of unlocking additional value for shareholders.”
For U.S. federal income tax purposes, MIC estimates that 47.5% ($5.225) of the one-time dividend will be treated as a taxable dividend based on the Company’s estimate of its earnings and profits in 2021 and the remaining 52.5% ($5.775) will be treated as a return of capital, to the extent of the stockholder’s basis in the shares, with any excess generally treated as a capital gain. These estimates are based on currently available information and are subject to change. Additional information about the tax treatment of the one-time cash dividend, including the actual amount treated as a taxable dividend, will be made available at the investor relations page of the MIC website, www.macquarie.com/mic. The actual amount treated as a taxable dividend to MIC stockholders may differ materially from these estimates due to finalization of MIC’s results and other developments that may arise between now and the time such information is required to be made available. The final determination of the actual amounts treated as a taxable dividend and return of capital will be based on MIC’s 2021 full year earnings and profits which are expected to be finalized in January 2022.
Because the payment of the dividend represents more than 25% of the stock price on the announcement date, the New York Stock Exchange (“NYSE”) determined that MIC’s shares will trade with “due-bills” representing an assignment of the right to receive the cash dividend from the day prior to the record date through the payment date. The shares will not trade ex-dividend until January 11, 2021, the first business day after the January 8, 2021 payment date. Shareholders who sell their shares on or before the payment date will not be entitled to receive the cash dividend. Due-bills obligate a seller of shares to deliver the dividend payable on such shares to the buyer. The due-bill obligations are settled customarily between the brokers representing the buyers and sellers of the shares. MIC has no obligation for either the amount of the due-bill or the processing of the due-bill. Buyers and sellers of MIC’s shares should consult their broker before trading to be sure they understand the effect of the NYSE’s due-bill procedures.
MIC owns and operates a diversified group of 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.