SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934

MACQUARIE INFRASTRUCTURE HOLDINGS, LLC

(Name of Subject Company (Issuer) and Filing Person (Offeror))

2.00% Convertible Senior Notes Due 2023

(Title of Class of Securities)

55608BAB1

(CUSIP Number of Class of Securities)

Christopher Frost
Chief Executive Officer
125 West 55th Street
New York, New York 10019
(212) 231-1000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a copy to:

Michelle Rutta, Esq.
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020-1095
(212) 819-8200

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$34,078,712	$3,718

* The transaction value is estimated only for purposes of calculating the filing fee. The purchase price of the 2.00% Convertible Senior Notes due 2023 (the “Notes”), as described herein, is calculated as the sum of (a) $34,039,000, representing 100% of the principal amount of the Notes outstanding as of September 23, 2021, plus (b) $39,712, representing accrued but unpaid interest on the Notes up to, but excluding, October 22, 2021, the repurchase date.

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $109.10 for each $1,000,000 of the value of the transaction.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.

Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$3,718	Filing Party:	Macquarie Infrastructure Holdings, LLC
Form or Registration No.:	Schedule TO-I	Date Filed:	September 23, 2021

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

SCHEDULE TO

This Amendment (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on September 23, 2021 by Macquarie Infrastructure Holdings, LLC (“MIH”), as amended and supplemented by Amendment No. 1 to Schedule TO filed on October 12, 2021 (as amended and supplemented, the “Schedule TO”), relating to the right of each holder (each, a “Holder”) of the Notes to require MIH to repurchase, at the Holder’s option, all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, plus accrued and unpaid interest thereon to, but excluding October 22, 2021 (the “Fundamental Change Repurchase Date”), pursuant to the terms and conditions of the Fundamental Change Company Notice and Offer to Repurchase for Cash, dated September 23, 2021 (as amended and supplemented from time to time, the “Notice”), filed as Exhibit (a)(1) to the Schedule TO, the Indenture and the Notes.

This Amendment No. 2 is being filed solely to report the final results of the offer to repurchase. Only those items amended and supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the other information previously reported on Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Notice.All capitalized terms used but not specifically defined in this Amendment No.2 shall have the meanings given to such terms in the Notice.

ITEMS 1 through 9 and ITEM 11.

Items 1 through 9 and Item 11 of the Schedule TO, as well as the Notice, are hereby amended and supplemented to reflect the following:

The offer to repurchase the Notes expired at midnight, New York City time, on October 21, 2021 (the “Fundamental Change Repurchase Offer Expiration Date”), and was not extended. The Trustee has informed the Company that as of the Fundamental Change Repurchase Expiration Date $26,947,000 of the Notes were validly tendered for purchase. After settlement, $6,821,000 aggregate principal amount of the Notes will remain outstanding. On October 22, 2021, the Company issued a press release announcing the final results of the offer to repurchase. A copy of such press release is filed as Exhibit (a)(5)(C) to the Schedule TO and is incorporated herein by reference.

Item 12 is hereby amended to read in its entirety as follows:

ITEM 12.EXHIBITS

Exhibit No.	Description
(a)(1)(A)*	Fundamental Change Company Notice and Offer to Repurchase for Cash, dated September 23, 2021.
(a)(1)(B)*	Notice of Conversion Rate Adjustment, dated October 12, 2021.
(a)(5)(A)*	Press Release, dated September 23, 2021.
(a)(5)(B)*	Press Release, dated October 12, 2021.
(a)(5)(C)	Press Release, dated October 22, 2021
(b)	Not applicable.
(d)(1)(A)	Indenture, dated as of July 15, 2014, between Macquarie Infrastructure Company LLC, as predecessor to Macquarie Infrastructure Corporation, and Wells Fargo Bank, National Association, as Trustee (filed as Exhibit 4.1 to the company’s Current Report on Form 8-K, filed on July 18, 2014 and incorporated by reference).
(d)(2)	Second Supplemental Indenture, dated as of May 21, 2015, by and between Macquarie Infrastructure Corporation and Wells Fargo, National Association, as Trustee (filed as Exhibit 4.3 to the company’s Current Report on form 8-K, filed on May 21, 2015 and incorporated by reference).
(d)(3)	Third Supplemental Indenture, dated as of October 13, 2016, between Macquarie Infrastructure Corporation and Wells Fargo Bank, National Association, as Trustee, creating the 2.00% Convertible Senior Notes due 2023 (filed as Exhibit 4.1 to the company’s Current Report on Form 8-K, filed on October 14, 2016 and incorporated by reference).
(d)(4)	Fourth Supplemental Indenture, dated as of September 22, 2021, between Macquarie Infrastructure Holdings, LLC and Wells Fargo Bank, National Association, as Trustee, (filed as Exhibit 4.1 to the company’s Current Report on Form 8-K, filed on September 22, 2021 and incorporated by reference).
(d)(5)	Merger Agreement dated June 14, 2021 by and among AMF Hawaii Holdings, LLC, AMF Hawaii Merger Sub, LLC, Macquarie Infrastructure Corporation and Macquarie Infrastructure Holdings, LLC (filed as Exhibit 2.1 of the company’s Current Report on Form 8-K, filed on June 15, 2021 and incorporated by reference).
(g)	Not applicable.
(h)	Not applicable.

*previously filed

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

	MACQUARIE INFRASTRUCTURE HOLDINGS, LLC
Dated: October 22, 2021	By:	/s/ Christopher Frost
	Name:	Christopher Frost
	Title:	Chief Executive Officer

EX-99.(A)(5)(C)

Exhibit (a)(5)(c)

MIC
125 West 55th Street New York, NY10019 United States	Telephone Facsimile Internet	+1 212 231 1000 +1 212 231 1828 www.macquarie.com/mic

MACQUARIE INFRASTRUCTURE HOLDINGS, LLC ANNOUNCES RESULTS OF OFFER TO REPURCHASE ITS 2.00% CONVERTIBLE SENIOR NOTES DUE 2023

New York, NY – October 22, 2021 – 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.

For further information, please contact:

Investors:	Media:
Jay Davis	Lee Lubarsky
Investor Relations	Corporate Communications
MIC	MIC
212-231-1825	212-231-2638