Macquarie Infrastructure Holdings, LLC (NYSE: MIC) (“MIC” or the
“Company”) today announced an Offer to Repurchase any and all of
its 2.00% Convertible Senior Notes due 2023 (the “Notes”) at par
plus accrued interest. As of September 23, 2021, the Company had
$34,039,000 aggregate principal amount of the Notes
outstanding.
The Offer to Repurchase will be conducted pursuant to the terms
and conditions of the Indenture, dated as of July 15, 2014, between
a predecessor to MIC Corp and Wells Fargo Bank, National
Association, as trustee (the “Trustee”), as amended and
supplemented by the Second Supplemental Indenture, dated as of May
21, 2015, the Third Supplemental Indenture, dated as of October 13,
2016 and the Fourth Supplemental Indenture, dated as of September
22, 2021 (such Indenture, as so amended and supplemented, the
“Indenture”). Pursuant to the Indenture, holders have the right
(the “Fundamental Change Repurchase Right”) to require the Company
to repurchase all of such holder’s Notes, or any portion thereof
that is a multiple of $1,000 principal amount, on October 22, 2021,
subject to extension (the “Fundamental Change Repurchase Date”), at
a repurchase price equal to 100% of the principal amount of the
Notes being repurchased, plus accrued and unpaid interest thereon,
to, but not including, the Fundamental Change Repurchase Date (the
“Fundamental Change Repurchase Price”). Holders may surrender their
Notes until 11:59 p.m., New York City time, on October 21, 2021,
subject to extension (the “Fundamental Change Repurchase Offer
Expiration Date”).
The completion of the sale of the Company’s Atlantic Aviation
business on September 23, 2021, constitutes a Fundamental Change
pursuant to the Indenture, triggering the Fundamental Change
Repurchase Right.
Assuming the Fundamental Change Repurchase Offer Expiration Date
is not extended, the amount payable on the Notes, including accrued
and unpaid interest, will be approximately $1,001.17 per $1,000
principal amount of Notes.
For Notes that have been validly tendered and not validly
withdrawn at or prior to the Fundamental Change Repurchase Offer
Expiration Date, settlement will occur promptly following the
Fundamental Change Repurchase Offer Expiration Date.
The Indenture provides that each holder of the Notes has the
right, subject to certain conditions, at such holder’s option,
subject to the Company’s settlement method election pursuant to the
Indenture, to elect to convert its Notes at the conversion ratio
then in effect, until the Fundamental Change Repurchase Date. The
conversion ratio of the Notes as of the date of this Notice is
12.6572 common units of the Company per $1,000 principal amount of
Notes. The Company will settle all conversions of Notes surrendered
for conversion prior to the Fundamental Change Repurchase Date
pursuant to the cash settlement provisions of the Indenture. The
Offer to Repurchase contains a comparison of the amount holders
would currently receive if their Notes are converted and the amount
holders will receive if their Notes are repurchased through
exercise of the Fundamental Change Repurchase Right. The right of
holders to convert their Notes is separate from the Fundamental
Change Repurchase Right. The Company’s board of directors has
authorized a cash distribution of $37.386817 per common unit in
connection with the closing of the Atlantic Aviation sale. Such
distribution is payable on October 7, 2021, to holders of record of
the common units on October 4, 2021, and will result in an
adjustment to the conversion ratio pursuant to the Indenture. Any
such adjustment will be announced when determined.
The complete terms and conditions of the Tender Offer are set
forth in the Offer to Purchase and the Letter of Transmittal that
are being sent to holders of the Notes. Copies of the Offer to
Purchase and the Letter of Transmittal may be obtained from the
Trustee, Paying Agent and Conversion Agent for the Tender Offer,
Wells Fargo Bank, National Association, by calling toll free at
(800) 344-5128 or by email at
bondholdercommunications@wellsfargo.com.
Important Information Regarding the Tender Offer
This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell
any of the Company’s outstanding Notes. The Offer to Repurchase
will be made solely by the Offer to Purchase and related materials,
as they may be amended or supplemented. Holders of Notes should
read the Company’s Tender Offer Statement on Schedule TO filed with
the Securities and Exchange Commission (“SEC”) in connection with
the Offer to Repurchase, which will include as an exhibit the Offer
to Purchase and related materials, as well as any amendments or
supplements to the Schedule TO when they become available, because
they will contain important information. Each of these documents
will be filed with the SEC, and, when available, holders may obtain
them for free from the SEC at its website (www.sec.gov) or from the
Company’s paying agent in connection with the Offer to
Repurchase.
This press release does not set forth all of the terms and
conditions of the Tender Offer. Noteholders should carefully read
the Offer to Purchase, the Letter of Transmittal and related
materials for a complete description of all terms and conditions
before making any decision with respect to the Tender Offer. None
of the Company, its management, its board of directors, its
officers, or the trustee, conversion agent and paying agent with
respect to the Notes, or any of their respective affiliates, makes
any recommendation that holders tender or refrain from tendering
all or any portion of the principal amount of their Notes, and no
one has been authorized by any of them to make such a
recommendation. Holders must make their own decision as to whether
to tender their Notes and, if so, the principal amount of Notes to
tender.
Cautionary Note Regarding Forward-Looking Statements
In addition to historical information, this release contains
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act, and Section 21E of the Exchange Act. The Company
may, in some cases, use words such as “project”, “believe”,
“anticipate”, “plan”, “expect”, “estimate”, “intend”, “should”,
“would”, “could”, “potentially”, “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 sales of our
businesses (including our previously approved reorganization), the
ability to complete such sales and the anticipated uses of any
proceeds therefrom, statements regarding the anticipated specific
and overall impacts of COVID-19 and any related recovery, as well
as all assumptions, expectations, predictions, intentions or
beliefs about future events. Any such forward-looking statements
are not guarantees of future performance and a number of risks and
uncertainties could cause actual results to differ materially from
those anticipated in the forward-looking statements. Such risks and
uncertainties include, but are not limited to, the risks identified
in the Company’s Annual Report on the Form 10-K for the year ended
December 31, 2020, its Quarterly Reports on Form 10-Q, and in other
reports filed from time to time with the Securities and Exchange
Commission (SEC).
Given the risks and uncertainties surrounding forward-looking
statements, do not place undue reliance on these statements. Many
of these factors are beyond the Company’s ability to control or
predict. These forward-looking statements speak only as of the date
of this press release. Other than as required by law, the Company
undertakes no obligation to update or revise forward-looking
statements, whether as a result of new information, future events
or otherwise.
About MIC
MIC owns and operates businesses providing energy services,
production and distribution in Hawaii. For additional information,
please visit the MIC website at www.macquarie.com/mic.
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210923005748/en/
Investors Jay A. Davis Investor Relations MIC +1
212-231-1825
Media Lee Lubarsky Corporate Communications MIC +1
212-231-2638
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