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Michael Baker International, LLC Announces Changes to the Settlement of Its Tender Offer for 8.250% Senior Secured Notes due 2018 and Solicitation of Consents for Proposed Amendments to the Related Indenture

PITTSBURGH, April 27, 2017 /PRNewswire/ -- Michael Baker International, LLC ("Michael Baker International") announced today that in connection with its tender offer to purchase for cash (the "Tender Offer") any and all of the $350 million aggregate principal amount outstanding of its 8.250% Senior Secured Notes due 2018 (the "Notes") issued by it and Michael Baker International Holdco Corporation (formerly known as Michael Baker Corporation, as successor by merger to CDL Acquisition Co. Inc.) and a solicitation of consents (the "Consent Solicitation") for proposed amendments to the related indenture, it will now settle all Notes that are, or have been, validly tendered (and not validly withdrawn) prior to the expiration of the Tender Offer, and accepted for purchase, on a final settlement date, which is expected to occur promptly following the expiration of the Tender Offer. There will no longer be an initial settlement date; however, the applicable consideration payable to holders of Notes that have been validly tendered and accepted for purchase will not change and such holders will receive accrued and unpaid interest up to, but not including, the final settlement date. 

Consummation of the Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of April 7, 2017 (the "Offer to Purchase and Consent Solicitation Statement"), including the financing condition described therein.  Michael Baker International may amend, extend or terminate the Tender Offer and the Consent Solicitation in its sole discretion.

The Tender Offer and the Consent Solicitation are being made pursuant to the Offer to Purchase and Consent Solicitation Statement, and related consent and letter of transmittal. The Tender Offer will expire at 12:00 midnight (end of day), New York City time, on May 4, 2017.

This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes.  The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement and related letter of transmittal, copies of which will be delivered to holders of the Notes.  Persons with questions regarding the Tender Offer and the Consent Solicitation should contact the following dealer manager —Barclays Capital Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect) — or the Information Agent, D.F. King & Co., at (888) 644-6071 (toll free) or (212) 269-5550 (collect).

Michael Baker International is a global leader in engineering, planning, consulting, and professional services. Supported by approximately 6,750 employees in 90 offices worldwide, Michael Baker International provides the full continuum of engineering, consulting, base operations, security management, systems integration, intelligence operations support and analysis, and information technology solutions.

Contact: Justin Falce
justin.falce@mbakerintl.com

Some of the statements in this release may constitute forward-looking statements. Such statements are based on Michael Baker International's current expectations and could be affected by numerous factors and are subject to various risks and uncertainties. Do not rely on any forward-looking statement, as Michael Baker International cannot predict or control many of the factors that ultimately may affect Michael Baker International's ability to achieve any expected results. Michael Baker International makes no promise to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

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