HONOLULU - June 14, 2021 - Hawaii Gas, the state's only franchised gas utility and largest propane distribution business, will be acquired by Argo Infrastructure Partners, LP ("Argo"), an investor in utility infrastructure with a longstanding track record of sustainable investing. The transaction is expected to close in the first half of 2022, subject to approval by the Hawaii Public Utilities Commission and other customary conditions.
"Argo seeks to invest in well-managed utilities that are moving us toward a sustainable future," said Richard Klapow, managing director of the firm. "We fully support the State of Hawaii's goal of carbon neutrality by 2045 and Hawai Gas' contributions to this goal, while continuing to provide safe and reliable gas energy services to residents and businesses. We are firmly committed to the environmental leadership of the state and Hawaii Gas."
"We believe that the change of ownership will be seamless for our commercial and residential customers, since neither our regulated rates nor daily operations will be affected," said Alicia Moy, president and CEO of Hawaii Gas. "I'm pleased that Argo has expressed strong support for the utility's efforts to increase its renewable and zero-carbon emission energy sources, such as hydrogen, and for its support of our clean energy plan."
Hawaii Gas' employee count, wages and union relationship will not be affected by the acquisition. The company's headquarters location, management team, and Hawaii-based directors will also remain in place. Hawaii Gas' other, smaller clean energy businesses, including the Waihonu Solar Farm, will also be acquired by Argo.
Argo will appoint a qualified resident of Hawaii to its board of directors so that the State's views and culture are fully understood, considered and continued under Argo's ownership.
Argo is an independent infrastructure investment firm with a focus on utilities and other high-quality, long-duration infrastructure assets. Argo currently has ~$5 billion of assets under management in 14 infrastructure assets and businesses in North America. Argo’s investment philosophy aims to couple sound investment return with responsible and sustainable investing. This includes integrating environmental, social, and governance (ESG) best practices into asset selection and ongoing asset management processes and providing detailed reporting to investors and stakeholders on ESG performance. Argo participates in GRESB, a global ESG benchmark for real assets as well as membership in both the GIIA (Global Infrastructure Investor Association) and the LTIIA (Long Term Infrastructure Investors Association).
Hawaii Gas is the only government-franchised, full-service gas company manufacturing and distributing gas in Hawaii. Hawaii Gas manufactures synthetic natural gas, or SNG, and renewable natural gas, or RNG, for its utility customers on Oahu, and distributes liquefied petroleum gas, or LPG (propane), to utility, tank and bottled gas customers throughout the state’s six primary islands. It also produces RNG at their award winning, Honouliuli Wastewater Treatment Plant on Oahu. Hawaii Gas is a wholly owned indirect subsidiary of Macquarie Infrastructure Corporation (MIC). For more information, visit HawaiiGas.com.
In connection with the proposed transaction, Macquarie Infrastructure Corporation (the “Company”) 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.
The Company 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.
This communication contains forward-looking statements. The Company may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially” or “may” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements include, among others, those concerning the Company’s expected financial performance and strategic and operational plans, statements regarding potential sales of the Company’s operating businesses (including the Company’s proposed reorganization) and the anticipated uses of any proceeds therefrom, statements regarding the anticipated specific and overall impacts of the COVID-19 pandemic, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements in this communication are subject to a number of risks and uncertainties, some of which are beyond the Company’s control, including, among other things: changes in general economic or business conditions; the ongoing impact of the COVID-19 pandemic; the Company’s ability to complete the sale of the Company or its operating businesses on favorable terms; the Company’s ability to service, comply with the terms of and refinance debt; its ability to retain or replace qualified employees; in the absence of a sale or sales of its businesses, its ability to complete growth projects, deploy growth capital and manage growth, make and finance future acquisitions and implement its strategy; the regulatory environment; demographic trends; the political environment; the economy, tourism, construction and transportation costs; air travel; environmental costs and risks; fuel and gas and other commodity costs; the Company’s ability to recover increases in costs from customers; cybersecurity risks; work interruptions or other labor stoppages; risks associated with acquisitions or dispositions; litigation risks; reliance on sole or limited source suppliers, risks or conflicts of interests involving the Company’s relationship with the Macquarie Group; and changes in U.S. federal tax law. These and other risks and uncertainties are described under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its other reports filed from time to time with the SEC.
The Company’s actual results, performance, prospects, or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which the Company is not currently aware could also cause its actual results to differ. In light of these risks, uncertainties, and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this communication may not occur. These forward-looking statements are made as of the date of this communication. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
