Macquarie Infrastructure Holdings, LLC Announces Results of Offer to Repurchase Its 2.00% Convertible Senior Notes Due 2023
October 22 2021 - 9:18AM
Business Wire
Macquarie Infrastructure Holdings, LLC (“MIC” or the “Company”)
(NYSE: MIC) today announced the results of its offer to repurchase
for cash (the “Offer to Repurchase”) any and all of its 2.00%
Convertible Senior Notes due 2023 (the “Notes”). The Offer to
Repurchase expired at midnight, New York City time, on October 21,
2021 (the “Expiration Date”).
The Offer to Repurchase was conducted pursuant to the terms and
conditions of the Indenture, dated as of July 15, 2014, between a
predecessor to the Company 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”). The completion of the sale
of the Company’s Atlantic Aviation business on September 23, 2021,
constituted a Fundamental Change pursuant to the Indenture,
triggering the Fundamental Change Repurchase Right.
As of the expiration of the Offer to Repurchase, $26,947,000
aggregate principal amount of the Notes, representing approximately
79.8% of the total Notes outstanding, were validly tendered and not
validly withdrawn pursuant to the Offer to Repurchase. The Company
expects to pay approximately $26,978,528 million for the purchase
of the Notes, including accrued and unpaid interest, on the
settlement date, which is expected to be October 22, 2021. After
settlement, $6,821,000 aggregate principal amount of the Notes will
remain outstanding.
Wells Fargo Bank, National Association served as Trustee, Paying
Agent and Conversion Agent under the Indenture (the “Conversion
Agent”).
This press release does not constitute an offer to purchase, a
solicitation of an offer to purchase or a solicitation of an offer
to sell securities.
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 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/20211022005290/en/
Investors: Jay Davis Investor Relations MIC
212-231-1825
Media: Lee Lubarsky Corporate Communications MIC
212-231-2638
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