MACQUARIE INFRASTRUCTURE CORPORATION (NYSE:MIC) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
The disclosure under Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. As partial consideration in the Epic Acquisition (as defined below), Macquarie Infrastructure Corporation (the “Company”) has agreed to issue $125.0 million of shares of its common stock, par value $0.001 per share (the “Restricted Shares”) to affiliates of White Deer Energy and Blue Water Energy LLP (the “Holders”). The Restricted Shares will be issued at a 1.5% discount to the 30-day volume weighted average price per share of the Company’s common stock on the New York Stock Exchange for the 30 consecutive trading days ending with the second trading day prior to the closing date of the Epic Acquisition. The Restricted Shares will be issued in reliance upon an exemption from registration under the federal securities laws provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and the regulations promulgated thereunder.
In connection with the Epic Acquisition, the Company will enter into a registration rights agreement with the Holders to which the Company will agree to register the Restricted Shares for resale with the Securities and Exchange Commission at the Holders’ request. The Holders will also receive certain “piggyback” registration rights.
On July 28, 2017, ITT Holdings LLC, a subsidiary of International-Matex Tank Terminals LLC (“IMTT”) and an indirect subsidiary of the Company, entered into an agreement to acquire Epic Midstream LLC (“Epic”) from affiliates of White Deer Energy and Blue Water Energy LLP (the “Epic Acquisition”). Epic operates a portfolio of seven terminals in the U.S. Southeast and Southwest, with principal operations in Savannah, Georgia. Epic’s facilities comprise approximately 3.1 million barrels of refined petroleum, asphalt, biofuels and chemical storage capacity. Epic’s business is supported by take or pay contracts similar to those at IMTT’s business. The purchase price is $171.5 million, subject to working capital adjustments, and the acquisition is expected to close in the third quarter of 2017, subject to receipt of customary regulatory approvals and satisfaction of other conditions precedent. The acquisition is being funded with the issuance to the sellers of $125.0 million in common stock of the Company and $46.5 million in cash, including with drawings on ITT Holdings LLC’s revolving credit facility.
About MACQUARIE INFRASTRUCTURE CORPORATION (NYSE:MIC)
Macquarie Infrastructure Corporation owns, operates and invests in a diversified group of infrastructure businesses providing basic services to customers in the United States. Its businesses consist of a bulk liquid terminals business, International-Matex Tank Terminals, an airport services business, Atlantic Aviation, a gas processing and distribution business, Hawaii Gas, and entities comprising a Contracted Power and Energy segment. MIC is managed by a wholly-owned subsidiary of the Macquarie Group.