Macquarie Infrastructure Corp (NYSE:MIC) issued $350,000,000 aggregate principal amount of 2.00% Convertible Senior Notes due 2023 (the “Convertible Notes”) in an underwritten public offering (the “Offering”). The Convertible Notes were issued pursuant to a third supplemental indenture (the “Third Supplemental Indenture”), dated October 13, 2016, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), to the indenture, dated as of July 15, 2014 (the ‘‘Base Indenture’’ and together with the Third Supplemental Indenture, the ‘‘Indenture’’), between the Company and the Trustee. The Company will pay interest on the Notes at a rate of 2.00% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, commencing April 1, 2017.
The Convertible Notes are convertible only upon satisfaction of one or more of the conditions set forth in the Third Supplemental Indenture. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock of the Company or a combination of cash and shares of common stock of the Company, at the Company’s election. The initial conversion rate is 8.9364 shares of common stock per $1,000 principal amount of Convertible Notes (equal to an initial conversion price of approximately $111.90 per share, subject to adjustment upon the occurrence of certain events as provided in the Indenture). In addition, upon a conversion in connection with the occurrence of certain events that constitute a “make-whole fundamental change,” the conversion rate will be increased pursuant to the Indenture by a specified amount with respect to Convertible Notes tendered for conversion during a specified period after the effective date of the transaction. In addition, holders may require the Company to repurchase all or a portion of their Convertible Notes upon a fundamental change (as defined in the Indenture) at a cash repurchase price equal to 100% plus accrued and unpaid interest. The Convertible Notes are not redeemable prior to maturity on October 1, 2023.
The foregoing summaries of documents described above do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed as exhibits hereto or otherwise on file with the Securities and Exchange Commission.