TSL Express Daily News

Transaction expected to close in the fourth quarter of 2021

Proceeds of approximately $3.298 billion expected to be distributed following closing

Investment from KKR positions Atlantic Aviation for continued growth as a standalone company led by existing management team

Macquarie Infrastructure Corporation (NYSE: MIC) and KKR today announced the signing of a definitive agreement for MIC to sell its Atlantic Aviation business to KKR for $4.475 billion in cash and assumed debt and reorganization obligations. Atlantic Aviation operates one of the largest networks of fixed base operations (FBOs) in the U.S. providing a full suite of critical services to the private aviation sector.

The purchase price implies a multiple of Atlantic Aviation’s 2019 Earnings Before Interest Taxes and Depreciation (EBITDA) of 16.2 times.

MIC expects to receive $3.525 billion at closing following the reorganization of MIC into a limited liability company, Macquarie Infrastructure Holdings LLC (“MIH”). The reorganization was approved by MIC shareholders on May 6, 2021 and is expected be completed shortly before the closing of the Atlantic Aviation sale.

The Atlantic Aviation sale is expected to result in cash proceeds of approximately $3.298 billion being available for distribution to unitholders after a disposition payment by MIH to MIC’s external manager of approximately $227 million. The disposition payment was calculated in accordance with the Disposition Agreement entered into by and between MIC and the Company’s external manager on October 30, 2019. The MIH board of directors is expected to authorize a cash distribution of approximately $37.35 per unit following closing of the transaction.

“We are proud of the robust growth Atlantic Aviation has achieved under our ownership which resulted in strong interest from prospective buyers during the sale process,” said Christopher Frost, chief executive officer of MIC. “We are pleased with the outcome of the sale process and the unlocking of additional value for MIC shareholders. In addition to the timely closing of a sale of Atlantic Aviation our focus remains on successfully concluding the sale process for our MIC Hawaii business.”

“Atlantic Aviation has an outstanding reputation as a leading operator of critical aviation infrastructure across the U.S.,” said Dash Lane, Partner at KKR. “With our focus on providing long-term capital to support the growth of high quality and resilient businesses, we are excited to invest alongside Atlantic’s experienced team and strong existing platform which we believe is well positioned to capitalize on multiple avenues of future growth.”

The sale of Atlantic Aviation is expected to close in the fourth quarter of 2021, subject to customary regulatory approvals and approval from MIC shareholders. MIC expects to seek approval of the Atlantic Aviation sale at a Special Meeting of Shareholders to be conducted as soon as practical following clearance of the related proxy statement by the Securities and Exchange Commission.

KKR is making its investment in Atlantic Aviation primarily through its Global Infrastructure Investors and Core Investments strategies.

Lazard and Evercore acted as financial advisors and White & Case acted as legal advisor to MIC in connection with the sale of Atlantic Aviation. Jefferies LLC served as financial advisor and Kirkland & Ellis as legal advisor to KKR.

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.

Atlantic Aviation is one of the largest portfolios of FBOs in the world. FBOs are providers of fuel, hangarage and related services to owners and operators of private jet aircraft. The business operates at 69 airport locations in some of the most popular business and recreational destinations around the U.S.

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.

About KKR

KKR is a leading global investment firm that offers alternative asset management and capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of The Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

Important Information For Investors And Stockholders

In connection with the proposed transaction, MIC 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

MIC 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.

Contacts

MIC

Investors
Jay A. Davis
Investor Relations
+1 212-231-1825

KKR

Cara Major or Miles Radcliffe-Trenner
media@kkr.com
+1 212-750-8300

Media

Lee Lubarsky
Corporate Communications
+1 212-231-2638