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Michael Baker International, LLC Announces Tender Offer for its 8.250% Senior Secured Notes due 2018 and Solicitation of Consents for Proposed Amendments to the Related Indenture and Michael Baker Holdings LLC Announces Tender Offer for its 8.875% / 9.625%

PITTSBURGH, Nov. 1, 2017 /PRNewswire/ -- Michael Baker International, LLC ("Michael Baker International") announced today that it commenced a tender offer to purchase for cash (the "Senior Secured Notes Tender Offer") any and all of the $350.0 million in aggregate principal amount outstanding of its 8.250% Senior Secured Notes due 2018 (the "Senior Secured 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 "Senior Secured Notes Consent Solicitation") for proposed amendments to the related indenture. In addition, Michael Baker Holdings LLC ("Michael Baker Holdings") announced today that it commenced a tender offer to purchase for cash (the "Senior PIK Toggle Notes Tender Offer" and, together with the Senior Secured Notes Tender Offer, the "Tender Offers") any and all of the $164.8 in aggregate principal amount outstanding of its 8.875% / 9.625% Senior PIK Toggle Notes due 2019 (the "Senior PIK Toggle Notes" and, together with the Senior Secured Notes, the "Notes") issued by it and Michael Baker Finance Corporation and a solicitation of consents (the "Senior PIK Toggle Notes Consent Solicitation" and, together with the Senior Secured Notes Consent Solicitation, the "Consent Solicitations") for proposed amendments to the related indenture.

The Tender Offers and the Consent Solicitations are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated November 1, 2017 (the "Offer to Purchase and Consent Solicitation Statement"), and the related consent and letter of transmittal. The Tender Offers will expire at 12:00 midnight (end of day), New York City time, on November 30, 2017.

Holders of (i) Senior Secured Notes that are validly tendered (and not validly withdrawn) prior to the consent payment deadline of 5:00 p.m., New York City time, on November 15, 2017 and accepted for purchase will receive total consideration of $1,005.00 per $1,000 principal amount of Senior Secured Notes validly tendered (and not validly withdrawn) and accepted for purchase, which includes a consent payment of $30.00 per $1,000 principal amount of Senior Secured Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be November 17, 2017 and (ii) Senior PIK Toggle 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 November 15, 2017 and accepted for purchase will receive total consideration of $1,015.25 per $1,000 principal amount of Senior PIK Toggle Notes validly tendered (and not validly withdrawn) and accepted for purchase, which includes a consent payment of $30.00 per $1,000 principal amount of Senior PIK Toggle Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be November 17, 2017.

Pursuant to the Senior Secured Notes Consent Solicitation, Michael Baker International is soliciting from holders of the Senior Secured Notes consents to (i) amendments to the indenture governing the Senior Secured 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 Senior Secured Notes when due), certain events of default applicable to the Senior Secured Notes and certain other provisions contained in such indenture and the Senior Secured Notes (the "Senior Secured Notes Majority Consent Amendments") and (ii) the release of the liens on the assets that secure the Senior Secured Notes, the guarantees with respect to the Senior Secured 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 Senior Secured Notes (the "Senior Secured Notes Supermajority Consent Amendments"). Adoption of the Senior Secured Notes Majority Consent Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Senior Secured Notes (excluding any Senior Secured Notes owned by Michael Baker International or its affiliates). Adoption of the Senior Secured Notes Supermajority Consent Amendments requires the consent of the holders of at least 66⅔% of the outstanding principal amount of the Senior Secured Notes (excluding any Senior Secured Notes owned by Michael Baker International or its affiliates). Any holder who tenders the Senior Secured Notes pursuant to the Senior Secured Notes Tender Offer must consent to both the Senior Secured Notes Majority Consent Amendments and the Senior Secured Notes Supermajority Consent Amendments.

Pursuant to the Senior PIK Toggle Notes Consent Solicitation, Michael Baker Holdings is soliciting from holders of the Senior PIK Toggle Notes consents to amendments to the indenture governing the Senior PIK Toggle 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 Senior PIK Toggle Notes when due), certain events of default applicable to the Senior PIK Toggle Notes and certain other provisions contained in such indenture and the Senior PIK Toggle Notes (the "Senior PIK Toggle Notes Amendments"). Adoption of the Senior PIK Toggle Notes Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Senior PIK Toggle Notes (excluding any Senior PIK Toggle Notes owned by the Michael Baker Holdings or its affiliates).

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 November 15, 2017, unless extended, except in limited circumstances where additional withdrawal rights are required by law.

Holders of (a) Senior Secured Notes that are validly tendered (and not validly withdrawn) after the consent payment deadline, but prior to the expiration of the Senior Secured Notes Tender Offer, and accepted for purchase will receive the tender offer consideration of $975.00 per $1,000 principal amount of Senior Secured Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be December 1, 2017 and (b) Senior PIK Toggle Notes that are validly tendered (and not validly withdrawn) after the consent payment deadline, but prior to the expiration of the Senior PIK Toggle Notes Tender Offer, and accepted for purchase will receive the tender offer consideration of $985.25 per $1,000 principal amount of Senior PIK Toggle Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be December 1, 2017. Holders of Notes tendered after the consent payment deadline and accepted for purchase will not receive a consent payment. Consummation of the Tender Offers and the Consent Solicitations is 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 or Michael Baker Holdings, as the case may be, may amend, extend or terminate the applicable Tender Offer and the applicable 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 Offers and the Consent Solicitations are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement and related consent and letter of transmittal, copies of which will be delivered to holders of the Notes. Persons with questions regarding the Tender Offers and the Consent Solicitations should contact the following dealer manager and solicitation agent—Jefferies LLC at (888) 708-5831 (toll free) or (212) 708-5831 (collect)—or the following tender agent and information agent, D.F. King & Co., Inc., at (800) 893-5865 (toll free) or (212) 269-5550 (collect).

Michael Baker International is a leading provider of engineering, planning, and consulting services, as well as logistics and full life-cycle support solutions, and a direct wholly-owned subsidiary of Michael Baker Holdings. Supported by approximately 5,790 highly-skilled employees with a range of relevant domain experience, Michael Baker International possesses a significant global footprint and the proven ability to perform in any region of the world.

Some of the statements in this press 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