Macquarie Infrastructure Holdings, LLC Announces Results of Its Offer to Repurchase Its 2.00% Convertible Senior Notes Due 2023

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NEW YORK–(COMMERCIAL THREAD) – Macquarie Infrastructure Holdings, LLC (“MIC” or the “Company”) (NYSE: MIC) today announced the results of its cash tender offer (the “Tender Offer”) of the entire of its convertible securities at 2.00% Senior Bonds maturing in 2023 (the “Bonds”). The Tender Offer expired at midnight New York time on October 21, 2021 (the “Expiry Date”).

The tender offer was made in accordance with the terms and conditions of the indenture, dated July 15, 2014, between a predecessor of the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee” ), as amended and supplemented by the second complementary act, dated May 21, 2015, the third complementary act, dated October 13, 2016 and the fourth complementary act, dated September 22, 2021 (such act, as amended and supplemented , the “act”). Pursuant to the Indenture, Holders have the right (the “Fundamental Change Redemption Right”) to require the Company to redeem all of such Holder’s Notes, or any portion thereof which is a multiple of the Principal Amount of $ 1,000 on October 22, 2021, subject to extension (the “Fundamental Change Redemption Date”), at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest thereon, up to, but not including, the Fundamental Change Redemption Date (the “Fundamental Change Redemption Price”). The closing of the sale of the Company’s Atlantic Aviation business on September 23, 2021 was a fundamental change to the terms of the Indenture, triggering the Fundamental Change Right of Redemption.

Upon the expiration of the tender offer, $ 26,947,000 in total principal of the Notes, representing approximately 79.8% of the total Notes outstanding, was validly deposited and not validly withdrawn pursuant to the tender offer. The Company expects to pay approximately $ 26,978,528 million for the purchase of the Notes, including accrued and unpaid interest, as of the settlement date, which is expected to be October 22, 2021. After settlement, 6,821,000 $ in principal total of the banknotes will remain in circulation.

Wells Fargo Bank, National Association acted as Trustee, Paying Agent and Conversion Agent under the Indenture (the “Conversion Agent”).

This press release does not constitute an offer to buy, a solicitation of an offer to buy or a solicitation of an offer to sell any securities.

Caution regarding forward-looking statements

In addition to historical information, this press 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 certain cases, use words such as “plan”, “believe”, “anticipate”, “plan”, “expect”, “estimate”, “intend”, “should “,” Should “,” could “”, “potentially”, “may” or other words that convey uncertainty of future events or results to identify such forward-looking statements. These statements include, among others, those regarding the financial performance and expected strategic and operational plans of the Company, statements regarding the sales of our businesses (including our previously approved reorganization), the ability to achieve such sales and the use expected from any proceeds thereof, statements regarding the anticipated specific and aggregate impacts of COVID-19 and any related recovery, as well as any assumptions, expectations, predictions, intentions or beliefs regarding future events. 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 forward-looking statements. These risks and uncertainties include, without limitation, the risks identified in the Company’s annual report on Form 10-K for the year ended December 31, 2020, its quarterly reports on Form 10-Q and in other reports filed from on time with the Securities and Exchange Commission (SEC).

Given the risks and uncertainties surrounding forward-looking statements, do not place undue reliance on such 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. Except as required by law, the Company assumes 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, generation and distribution in Hawaii. For more information, please visit the MIC website at www.macquarie.com/mic.

MIC is not an authorized deposit institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). MIC’s bonds do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or provide any assurance regarding the obligations of MIC.


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