Item 2.01 Completion of Acquisition or Disposition of Assets.

On September 22, 2021, the Predecessor completed the Merger in accordance with the agreement and plan of merger, dated March 30, 2021 (the "Merger Agreement"), by and among the Predecessor, MIH and Plum Merger Sub, Inc. a Delaware corporation and a wholly-owned subsidiary of MIH ("Merger Sub"), pursuant to which Merger Sub merged with and into the Predecessor, with the Predecessor continuing as the surviving entity and as a wholly-owned subsidiary of the Company. At the effective time of the Merger, each outstanding share of the Predecessor's common stock, par value $0.001 per share (the "Common Stock") was converted into MIH common units (the "Common Units") on a one-for-one basis without an exchange of certificates. Consequently, MIH replaced the Predecessor as the publicly traded company. Stock certificates previously representing shares of Common Stock represent the same number of Common Units after the Merger. The limited liability company interests of MIH outstanding immediately prior to the Merger were cancelled. The Merger Agreement was adopted by MIC Corp's stockholders at a special meeting of the stockholders held on May 6, 2021.

Following the consummation of the Merger, MIC Ohana Corporation, a direct subsidiary of the Predecessor distributed all of the limited liability company interests in MIC Hawaii Holdings, LLC ("MIC Hawaii") to the Predecessor, and the Predecessor in turn distributed such limited liability company interests to MIH (these distributions, the "Hawaii distribution" and, together with the Merger, the "Reorganization"). MIC Hawaii holds the businesses comprising the Predecessor's MIC Hawaii business segment.

As a result of the Merger, MIH became the successor issuer to the Predecessor with respect to the Predecessor's Common Stock pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act") and Rule 12g-3(a) of the Exchange Act.

In connection with the consummation of the Merger, the Common Units have been approved for listing on the NYSE and will commence trading on September 23, 2021 under the trading symbol "MIC" and with CUSIP "55608B105."

Pursuant to the Merger Agreement and the LLC Agreement, MIH assumed all obligations of the Predecessor under the Predecessor's 2014 Independent Directors Equity Plan and 2016 Omnibus Employee Incentive Plan Stock (collectively, the "Plans"). In accordance with Rule 414 under the Securities Act, following the filing of this Form 8-K, MIH will also file a post-effective amendment to the Predecessor's registration statements on Form S-8 (File Nos. 333-204249 and 333-213139) (the "Form S-8 POS") to adopt said Form S-8 Registration Statements pursuant to Rule 414. The Common Stock that was issuable under the Plans was automatically converted on a one-for-one basis into Common Units, with the same terms and conditions as each equity award had prior to the Merger, except that the shares issuable under each such award are now Common Units.





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The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard? Transfer of Listing

In connection with the consummation of the Merger, the Predecessor notified the NYSE that each share of Common Stock of the Predecessor issued and outstanding immediately prior to the Merger would be converted on a one-for-one basis into one Common Unit of the Company. The Predecessor requested that the NYSE (i) suspend trading in the Predecessor's Common Stock as of the open of business on September 23, 2021, and (ii) file with the Commission an application on Form 25 to report that the Predecessor's Common Stock are no longer listed on the NYSE. On September 23, 2021, (i) the NYSE will suspend trading of the Predecessor's Common Stock prior to the open of business, and (ii) the Common Units will commence trading on the NYSE on an uninterrupted basis under the trading symbol "MIC." The Predecessor intends to file with the Commission a Form 15 under the Exchange Act, requesting the suspension of the Predecessor's reporting obligations under the Exchange Act with respect to such Common Stock.

Item 3.03 Material Modification to the Rights of Security Holders

Upon the consummation of the Merger, each issued and outstanding share of Common Stock of the Predecessor was converted into one Common Unit of the Company.

On September 22, 2021, upon consummation of the Merger, MIH adopted an amended and restated limited liability company agreement (the "LLC Agreement"). The LLC Agreement is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

Amendment and Restatement of Certificate of Incorporation

Effective September 22, 2021, the Company filed an amended and restated certificate of incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware in connection with the closing of the Merger.

A copy of the Restated Certificate is filed as Exhibit 3.2 hereto and incorporated herein by reference.

Amendment and Restatement of Bylaws

Effective September 22 2021, the Company adopted an amended and restated bylaws (the "Restated Bylaws") in connection with the closing of the Merger.

A copy of the Restated Bylaws is filed herewith as Exhibit 3.3 and is incorporated herein by reference.




 Item 8.01 Other Events

On September 22, 2021, the Company announced that it completed the Reorganization. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.





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Item 9.01 Financial Statements and Exhibits






(d) Exhibits



Exhibit No.                                 Description

    2.1          Agreement and Plan of Merger, dated as of March 30, 2021, by and
               among the Predecessor, MIH and Merger Sub (incorporated by reference
               to Exhibit 2.1 of MIH's Registration Statement on Form S-4, filed
               February 17, 2021 (File No. 333-253193)

    3.1*         Amended and Restated Certificate of Incorporation of MIC Corp

    3.2*         Amended and Restated by-laws of MIC Corp

   99.1*         Press Release dated September 22, 2021






*Filed herewith



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