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Michael Baker International, LLC Announces Expiration and Final Results of Its Tender Offer for 8.250% Senior Secured Notes due 2018, and Michael Baker Holdings LLC Announces Expiration and Final Results of Its Tender Offer for 8.875% / 9.625% Senior PIK T

PITTSBURGH, Dec. 1, 2017 /PRNewswire/ -- Michael Baker International, LLC ("Michael Baker International") announced today the expiration and final results of its tender offer to purchase for cash (the "Senior Secured Notes Tender Offer") any and all of the $350.00 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.). In addition, Michael Baker Holdings LLC ("Michael Baker Holdings") announced today the expiration and final results of 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.

The Tender Offers expired at 12:00 midnight (end of day), New York City time, on November 30, 2017 (the "Expiration Time"). As of the Expiration Time, (i) approximately $231,507,000 (66.14% outstanding) in aggregate principal amount of the outstanding Senior Secured Notes had been validly tendered (and not validly withdrawn) (all of which was tendered prior to the related consent payment deadline), including any Senior Secured Notes owned by Michael Baker International or its affiliates and (ii) approximately $139,450,339 (84.63% outstanding) in aggregate principal amount of the outstanding Senior PIK Toggle Notes had been validly tendered (and not validly withdrawn) ($936 of which was tendered after the related consent payment deadline and prior to the Expiration Time), including any Senior PIK Toggle Notes owned by Michael Baker Holdings or its affiliates.

The Senior PIK Toggle Notes Tender Offer is expected to be settled on December 1, 2017. Holders of the Senior PIK Toggle Notes that were validly tendered (and not validly withdrawn) after the related consent payment deadline and prior to the Expiration Time and accepted for purchase will receive total consideration of $985.25 per $1,000 principal amount of the Senior PIK Toggle Notes validly tendered (and not validly withdrawn) and accepted for purchase, plus any accrued and unpaid interest up to, but not including, the expected final settlement date of December 1, 2017.

After the Expiration Time, $118,493,000 of the Senior Secured Notes and $25,334,547 of the Senior PIK Toggle Notes remain outstanding. All of the Senior Secured Notes that remain outstanding are subject to the Notice of Full Redemption distributed to holders of the Senior Secured Notes on November 21, 2017 by Wilmington Trust, National Association, as trustee, on behalf of Michael Baker International and Michael Baker International Holdco Corporation. In addition, all of the Senior PIK Toggle Notes that remain outstanding after the final settlement of the Senior PIK Toggle Notes Tender Offer are subject to the Notice of Full Redemption distributed to holders of the Senior PIK Toggle Notes on November 21, 2017 by Wilmington Trust, National Association, as trustee, on behalf of Michael Baker Holdings and Michael Baker Finance Corporation.

This news release is neither an offer to purchase nor a solicitation of an offer to sell any 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