SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 1)

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. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission on September 23, 2021 by Macquarie Infrastructure Holdings, LLC (“MIH”) 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 it may be amended and supplemented from time to time, the “Notice”), filed as Exhibit (a)(1) to the Schedule TO, the Indenture and the Notes.

The Schedule TO and this Amendment No. 1 to the Schedule TO are intended to satisfy the requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Schedule TO, and all the information set forth in the Notice, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Every Item in the Schedule TO is automatically updated, to the extent such Item incorporates by reference any section of the Notice that is amended and supplemented therein. All capitalized terms used but not specifically defined in this Amendment No.1 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:

Conversion Rate Adjustment

On October 7, 2021, MIH paid a cash distribution on its common units of $37.386817 per unit to holders of record of the common units on October 4, 2021. Pursuant to the terms of the Indenture, as a result of the cash distribution, the Conversion Rate of the Notes has been increased so that the adjusted Conversion Rate applicable to the Notes is 162.9223 common units per $1,000 principal amount of Notes. The adjusted Conversion Rate became effective immediately after the open of business on October 8, 2021.

The adjusted Conversion Rate corresponds to approximately $612.59 in cash per $1,000 principal amount of the Notes, assuming a Daily VWAP (as defined in the Indenture) of $3.76 per MIH common unit, which was the last reported sale price of MIH common units on the NYSE on October 11, 2021, for each Trading Day (as defined in the Indenture) of the applicable 20-Trading Day Observation Period (as defined in the Indenture).

As permitted by General Instruction F to Schedule TO, all of the information set forth in the Schedule TO and the Notice is incorporated by reference into this Amendment No. 1 to the Schedule TO.

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.
(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 12, 2021	By:	/s/ Christopher Frost
	Name:	Christopher Frost
	Title:	Chief Executive Officer

EX-99.(A)(1)(B)

Exhibit (a)(1)(B)

NOTICE TO HOLDERS OF
ANY AND ALL OUTSTANDING
2.00% CONVERTIBLE SENIOR NOTES DUE 2023
OF
MACQUARIE INFRASTRUCTURE HOLDINGS, LLC

Reference is made to the third supplemental indenture, dated as of October 13, 2016 (the “Indenture”), between Macquarie Infrastructure Corporation (the “Predecessor”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture, dated September 22, 2021, between the Trustee and Macquarie Infrastructure Holdings, LLC (the “Company”), governing the issuance of the 2.00% Convertible Senior Notes due 2023 of the Company with CUSIP number 55608B AB1 (the “Notes”). The Company is hereby delivering this notice to all holders of the Notes to inform you of an adjustment, pursuant to Section 8.04 of the Indenture, to the Conversion Rate (as defined in the Indenture) effective October 8, 2021.

The Conversion Rate relating to the Notes, currently equal to 12.6572 Common Units per $1,000 principal amount of Notes, will be increased in accordance with Section 8.04(d) of the Indenture as a result of the payment by the Company of a special cash distribution.

As previously announced, since January 11, 2021, the date of the most recent Notice of Adjustment to the Conversion Rate provided to holders of the Notes by the Predecessor, the Company’s board of directors approved a special cash distribution on the Common Stock of $37.386817 to all holders of the Common Units on October 4, 2021, which cash distribution was paid on October 7, 2021. Section 8.04(d) of the Indenture provide for an increase in the Conversion Rate in connection with such distribution. The adjustment to the Conversion Rate became effective immediately after the open of business on October 8, 2021. The adjusted Conversion Rate effective at such time is 162.9223 Common Units per $1,000 principal amount of Notes. The adjustment to the Conversion Rate, in accordance with Section 8.04(d), is calculated as set forth on Schedule 1.

MACQUARIE INFRASTRUCTURE HOLDINGS, LLC

Dated:  October 12, 2021

Schedule 1

Conversion Rate Formula Adjustment per Section 8.04(d)

CR1	=	CR0 x ((SP0 - DTA)/(SP0 - C))
CR1	=	the Conversion Rate in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
CR0	=	the Conversion Rate in effect immediately prior to the open of business of the Ex-Dividend Date for such dividend or distribution;
SP0	=	the average of the Last Reported Sale Price of the Common Units over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;
DTA	=	the dividend threshold amount, which shall be deemed to be zero as a result of a distribution that is not a regular quarterly dividend; and
C	=	the amount in cash per unit distributed to holders of the Common Units.

162.9223 = 12.6572 x ((40.536 –0)/(40.536-37.386817))

2

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

Exhibit (a)(5)(B) 

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

Media Release

MIC ANNOUNCES CONVERSION RATIO ADJUSTMENT TO CONVERTIBLE SENIOR NOTES DUE 2023

· Conversion ratio increased to 162.9223 units

· Increase reflects distribution related to Atlantic Aviation sale

NEW YORK, October 12, 2021 - Macquarie Infrastructure Holdings, LLC (NYSE: MIC) (the “Company”) announced an adjustment to the conversion ratio applicable to its 2.00% Convertible Senior Notes due 2023. The conversion ratio for the Notes increased to 162.9223 units per $1,000 of principal amount. The increase is effective October 8, 2021. The adjustment reflects the impact of the distribution to unitholders by the Company on October 7, 2021, related to the sale of its Atlantic Aviation business.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any Notes. The Notes are the subject of a repurchase offer being made only pursuant to the Fundamental Change Company Notice and Offer to Repurchase for Cash dated September 23, 2021, and the related materials that the Company has distributed to Note holders and filed with the Securities and Exchange Commission, including the amendment thereto filed today.

Note holders are encouraged to carefully read these documents before deciding whether to exercise their option to require the Company to purchase their Notes, as these documents contain important information regarding the details of the Company’s obligation to purchase the Notes. Holders of the Notes may obtain a free copy of these documents at the Securities and Exchange Commission’s website, www.sec.gov or from the trustee, paying agent and conversion agent for the Offer to Repurchase, Wells Fargo Bank, National Association, by calling toll free at (800) 344-5128 or by email at bondholdercommunications@wellsfargo.com.

About MIC

MIC’s businesses consist of entities comprising 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 Jay A. Davis Investor Relations MIC +1 212-231-1825     Media Lee Lubarsky Corporate Communications MIC +1 212-231-2638