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

PITTSBURGH, April 7, 2017 /PRNewswire/ -- Michael Baker International, LLC ("Michael Baker International") announced today that it commenced a 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.  The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated as of April 7, 2017 (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.

Holders of Notes that are validly tendered (and not validly withdrawn) prior to the consent payment deadline of 5:00 p.m., New York City time, on April 20, 2017 and accepted for purchase will receive total consideration of $1,046.25 per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, which includes a consent payment of $30 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be May 1, 2017.

Pursuant to the Consent Solicitation, Michael Baker International is soliciting from holders of the Notes consents to (i) amendments to the indenture governing the Notes that would eliminate most of the covenants (other than, among other covenants, the covenant to pay interest and premium, if any, on, and principal of, the Notes when due), certain events of default applicable to the Notes and certain other provisions contained in such indenture and the Notes (the "Majority Consent Amendments") and (ii) the release of the liens on the assets that secure the Notes, the guarantees with respect to the Notes and the indenture and make any amendments to the indenture and related security agreements necessary to effect the release of the liens securing the Notes (the "Supermajority Consent Amendments"). Adoption of the Majority Consent Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes (excluding any Notes owned by the Company or its affiliates). Adoption of the Supermajority Consent Amendments requires the consent of the holders of at least 66⅔% of the outstanding principal amount of the Notes (excluding any Notes owned by the Company or its affiliates). Any holder who tenders Notes pursuant to the Tender Offer must consent to both the Majority Consent Amendments and the Supermajority Consent Amendments. A holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates.  Notes tendered may only be withdrawn, and related consents revoked, prior to 5:00 p.m., New York City time, on April 20, 2017, unless extended, except in limited circumstances where additional withdrawal rights are required by law.

Holders of Notes that are validly tendered (and not validly withdrawn) after the consent payment deadline, but prior to the expiration of the Tender Offer, and accepted for purchase will receive the tender offer consideration of $1,016.25 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be May 5, 2017.  Holders of Notes tendered after the consent payment deadline and accepted for purchase will not receive a consent payment. 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, including the financing condition and the supplemental indenture condition, each as described therein. Michael Baker International may amend, extend or terminate the Tender Offer and the Consent Solicitation in its sole discretion.

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 our 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 we cannot predict or control many of the factors that ultimately may affect our ability to achieve the results estimated. We make 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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SOURCE Michael Baker International, LLC