Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 23, 2020, Macquarie Infrastructure Corporation (the "Company") and its wholly owned subsidiary MIC Ohana Corporation ("Seller") completed the previously announced sale (the "IMTT Transaction") of all of the outstanding membership interests in Macquarie Terminal Holdings LLC ("Terminal Holdings"), which holds the Company's International-Matex Tank Terminals business ("IMTT"), to RS Ivy Holdco, Inc. ("Purchaser"), a Delaware corporation affiliated with Riverstone Holdings LLC, pursuant to a Membership Interest Purchase Agreement, dated as of November 8, 2020 the ("Purchase Agreement") by and among Seller, the Company, Terminal Holdings and Purchaser, for a purchase price of $2.670 billion, including cash and the assumption of approximately $1.109 billion of IMTT's outstanding debt, subject to post-closing adjustment as set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, at closing the Company, one of its subsidiaries, Terminal Holdings and Purchaser entered into a transition services agreement pursuant to which a subsidiary of the Company will provide certain transition services in respect of the Purchaser's ownership and operation of IMTT.

The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which has been filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated November 8, 2020, and is incorporated by reference into this Item 2.01.

The Board of Directors of the Company has elected to return all the net proceeds from the IMTT Transaction, after payment of taxes and expenses and offset of holding company level debt, to shareholders in a special dividend. The board has declared a one-time dividend of $11.00 per share of common stock of the Company, payable on January 8, 2021 to stockholders of record as of the close of trading on January 5, 2021.

Item 7.01. Regulation FD.

On December 23, 2020, the Company issued a press release announcing the completion of the IMTT Transaction and the record date for the special dividend. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This information provided under Section 7.01 is deemed to be furnished and not filed for purposes of Section 18 of the Exchange Act, is not otherwise subject to the liabilities of that section and is not incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information

Unaudited pro forma consolidated financial information of the Company required by this Item 9.01(b) will be filed within the time period required by Form 8-K.

(d) Exhibits.



Item     Description

  2.1      Purchase Agreement dated November 8, 2020 by and among RS Ivy Holdco,
         Inc., MIC Ohana Corporation, Macquarie Terminal Holdings LLC and
         Macquarie Infrastructure Corporation (incorporated by reference to
         Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the
         SEC on November 9, 2020).

  99.1     Press Release dated December 23, 2020.

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).

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