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Michael Baker International, LLC Announces Changes to its 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 Changes to its Tender

PITTSBURGH, Nov. 15, 2017 /PRNewswire/ -- Michael Baker International, LLC ("Michael Baker International") announced today that it has extended the consent payment deadline, the withdrawal time and the initial settlement date in connection with its 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 the 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 has extended the consent payment deadline, the withdrawal time and the initial settlement date in connection with its 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 million in aggregate principal amount outstanding of the 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 consent payment deadline and the withdrawal time for the Consent Solicitations will now expire at 5:00 p.m., New York City time, on November 17, 2017, unless extended further. The consent payment deadline and the withdrawal time for the Consent Solicitations were previously scheduled to expire at 5:00 p.m., New York City time, on November 15, 2017. In addition, the initial settlement date for the Tender Offers is now scheduled to be November 21, 2017. The initial settlement date for the Tender Offers was previously scheduled to be November 17, 2017.

Furthermore, the minimum denomination for the Senior PIK Toggle Notes that may be validly tendered in connection with the Senior PIK Toggle Notes Tender Offer and with respect to which consents may be delivered in connection with the Senior PIK Toggle Notes Consent Solicitation has been reduced from $2,000.00 and integral multiples of $1,000.00 in excess thereof to $1.00 and integral multiples of $1.00 in excess thereof.

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. The final settlement date for the tender offers is expected to be December 1, 2017.

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 further 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.

Contact: Justin Falce
justin.falce@mbakerintl.com

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