Argo Infrastructure Partners LP agreed to acquire The Gas Company, LLC from Macquarie Infrastructure Corporation (NYSE:MIC) for approximately $510 million on June 14, 2021. Under the terms of the merger agreement, at closing, Argo will pay the merger consideration to unitholders, and fund transaction costs and fund a disposition payment to MIC's external manager of approximately $82 million if the merger closes on or before July 1, 2022 or $57 million if the merger closes after this date. At closing the Macquarie's MIC Hawaii businesses will become a wholly-owned subsidiary of Argo for expected consideration of $3.83 per unit. Unitholders are expected to receive $3.83 per unit net of an additional payment to the MIC's external manager if the merger closes on or before July 1, 2022. If the merger closes after this date, unitholders will receive consideration of $4.11 per unit. Under the terms of the Merger Agreement, at closing, Argo will pay the merger consideration to unitholders, and fund transaction costs and fund a disposition payment to MIC's Manager of $81.7 million if the MH Merger closes on or before July 1, 2022 or $56.7 million if the MH Merger closes after this date. The terms of the merger agreement correspond to an enterprise value for MIC Hawaii of $514 million including assumed debt and transaction costs resulting in a multiple of 2021 Earnings Before Interest Taxes and Depreciation (EBITDA) of 12.9 times. Upon closing MIC will no longer be a publicly traded company. Macquarie Infrastructure Corporation will pay termination fee of $13.6 million and Argo Infrastructure Partners LP will pay termination fee of $22.7 million.
The transaction is subject to customary approvals, including by the Hawaii Public Utilities Commission, The Gas Company boards approval, completion of separate transaction and by MIC shareholders and the prior closing of the previously announced sale of MIC's Atlantic Aviation business. MIC intends to seek shareholder approval for both the merger and the sale of Atlantic Aviation at a Special Meeting of Shareholders in 2021. The transaction is expected to close in the first half of 2022. The proceeds were used to eliminate holding company level debt with the remainder distributed to shareholders as a special dividend of $11 per share in cash in January 2021.
Lazard Frères & Co. LLC and Evercore Group L.L.C. acted as financial advisors and fairness opinion providers and White & Case LLP acted as legal advisor to Macquarie Infrastructure Corporation. Mayer Brown LLP acted as legal advisor to Argo. laurent williot of BDO USA LLP acted as Financial Due Diligence Provider to Argo Infrastructure Partner LP.
Argo Infrastructure Partners LP completed the acquisition of The Gas Company, LLC from Macquarie Infrastructure Corporation (NYSE:MIC) on July 21, 2022.