Moody's Investors Service placed the debt rating of Midland Enterprises debt
under review for potential downgrade following the announcement by its parent company, KeySpan Corporation, of KeySpan's intent to sell Midland to Ingram Industries. According to KeySpan, the transaction contemplates that Ingram Industries would assume approximately $135 million of Midland debt in a transaction expected to
close during the second quarter of 2002. Moody's review will focus on the treatment of Midland debt securities within Ingram's capital structure, the market position of Midland when combined with Ingram's own inland barge operations, and the prospects for improving free cash flow in the slow growth barge business. Ingram is a privately held company and is presently unrated by Moody's. Moody's will also assess whether sufficient information will be available to monitor the rating of Midland securities once the transaction is closed.
Midland's present rating takes into account the company's historically solid position in the upper mid-west barge transport market, some stability in revenue from long term contracts with key utility customers, the security interest of the bonds in a portion of Midland's fleet and that the company is a subsidiary of KeySpan Corporation, a substantial utility holding company. The prior negative outlook on Midland's rating anticipated the likely sale of Midland as its barge operations were not likely to be considered strategically important to the substantially larger utility operations of KeySpan.