SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

(Amendment No.2)

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

MACQUARIE INFRASTRUCTURE CORPORATION

(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 person)

Copies to:

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

Roxane F. Reardon, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$402,500,000	$43,912.75

*	Calculated solely for purposes of determining the amount of the filing fee.  The calculation of the Transaction Valuation assumes that all $402,500,000 aggregate principal amount of the Company’s outstanding 2.00% Convertible Senior Notes due 2023 are purchased at the tender offer price of $1,000 per $1,000 principal amount of such notes.
**	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $109.10 for each $1,000,000 of the value of the transaction.
☒	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:  $43,912.75.	Filing Party:  Macquarie Infrastructure Corporation.
Form or Registration No.:  Schedule TO-I.	Date Filed:  February 17, 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.
☒	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)

Introductory Statement

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on February 17, 2021, as amended and supplemented by Amendment No. 1 to the Schedule TO filed on February 17, 2021 (as amended and supplemented, the “Schedule TO”) by Macquarie Infrastructure Corporation, a Delaware corporation (“MIC” or the “Company”), in connection with the Company’s offer to purchase any and all of the outstanding $402,500,000 principal amount of its 2.00% Convertible Senior Notes due 2023 (the “Notes”), for cash in an amount equal to $1,000 per $1,000 principal amount of Notes purchased (exclusive of accrued and unpaid interest).

This Amendment No. 2 is being filed solely to report the final results of the Tender Offer. 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, the Offer to Purchase dated February 17, 2021 and the related Letter of Transmittal.

Item 11.  Additional Information.

Item 11(c) of the Schedule TO is hereby amended and supplemented by adding the following:

(c)Other Material Information.  On March 17, 2021, the Company issued a press release announcing the final results of the Tender Offer, which expired at 11:59 P.M., New York City time, on March 16, 2021. A copy of such press release is filed as Exhibit (a)(5)(v) to the Schedule TO and is incorporated herein by reference.

Item 12.  Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:

(a)(5)(v) Press Release announcing the final results of the Tender Offer, dated March 17, 2021.

SIGNATURES

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

Date:  March 17, 2021	MACQUARIE INFRASTRUCTURE CORPORATION
	By:	/s/ Christopher Frost
	Name:	Christopher Frost
	Title:	Chief Executive Officer

EX-99.A5V

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

MACQUARIE INFRASTRUCTURE CORPORATION ANNOUNCES RESULTS OF TENDER

OFFER FOR 2.00% CONVERTIBLE SENIOR NOTES DUE 2023

New York, NY – March 17, 2021 – Macquarie Infrastructure Corporation (“MIC” or the “Company”) (NYSE: MIC) today announced the results of its cash tender offer (the “Tender Offer”) to purchase any and all of its 2.00% Convertible Senior Notes due 2023 (the “Notes”). The Tender Offer expired at 11:59 p.m., New York City time, on March 16, 2021 (the “Expiration Date”).

As of the expiration of the Tender Offer, $358,580,000 aggregate principal amount of the Notes, representing approximately 89.1% of the total Notes outstanding, were validly tendered and not validly withdrawn pursuant to the Tender Offer. The Company has accepted for purchase all Notes that were validly tendered and not validly withdrawn pursuant to the Tender Offer at the expiration of the Tender Offer at a purchase price equal to $1,000 for each $1,000 of principal amount of Notes, plus accrued and unpaid interest from the last interest payment date up to, but not including, the settlement date.

The Company expects to pay approximately $361.9 million for the purchase of the Notes, including accrued and unpaid interest, on the settlement date, which is expected to be March 18, 2021. After settlement, $43,920,000 aggregate principal amount of the Notes will remain outstanding.

J.P. Morgan Securities LLC acted as the Dealer Manager in connection with the Tender Offer. D.F. King & Co., Inc. served as the Tender and Information Agent for the Tender Offer.

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.

Forward-Looking Statements

This press release contains forward-looking statements. MIC may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “potentially” or “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 MIC’s expected financial performance and strategic and operational plans, statements regarding potential transactions related to the pursuit of strategic alternatives and the anticipated uses of any proceeds therefrom, statements regarding the anticipated specific and overall impacts of the COVID-19 pandemic, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. Forward-looking statements in this release are subject to a number of risks and uncertainties, some of which are beyond MIC’s control, including, among other things: changes in general economic or business conditions; the ongoing impact of the COVID-19 pandemic; MIC’s pursuit of strategic alternatives and the sale of MIC or any of its operating businesses or the termination of the sale effort; MIC’s ability to service, comply with the terms of and refinance debt; its ability to retain or replace qualified employees; in the absence of a sale or sales of its businesses, its ability to complete growth projects, deploy growth capital and manage growth, make and finance future acquisitions and implement its strategy; the regulatory environment; demographic trends; the political environment; the economy, tourism, construction and transportation costs; air travel; environmental costs and risks; fuel and gas and other commodity costs; MIC’s ability to recover increases in costs from customers; cybersecurity risks; work interruptions or other labor stoppages; risks associated with acquisitions or dispositions; litigation risks; risks related to MIC’s shared services initiative and its ability to achieve cost savings; reliance on sole or limited source suppliers, risks or conflicts of interests involving MIC’s relationship with the Macquarie Group; and changes in U.S. federal tax law. These and other risks and uncertainties are described under the caption “Risk Factors” in Item 1A of MIC’s Annual Report on Form 10-K for the year ended December 31, 2020 and in its other reports filed from time to time with the SEC.

MIC’s actual results, performance, prospects, or opportunities could differ materially from those expressed in or implied by the forward-looking statements. Additional risks of which MIC is not currently aware could also cause its actual results to differ. In light of these risks, uncertainties, and assumptions, you should not place undue reliance on any forward-looking statements. The forward-looking events discussed in this release may not occur. These forward-looking statements are made as of the date of this release. MIC undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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