Adani Ports To Buy Back Another $195 Million Notes Due In 2024 Through Cash Tender Offer

Adani Ports To Buy Back Another $195 Million Notes Due In 2024 Through Cash Tender Offer

The Tender Offer is being made pursuant to a Tender Offer Memorandum, dated September 27, 2023.

FPJ Web DeskUpdated: Wednesday, September 27, 2023, 10:23 AM IST
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Adani Ports To Buy Back Another $195 Million Notes Due In 2024 Through Cash Tender Offer | Image: Adani Ports (Representative)

Adani Ports and Special Economic Zone Limited on Monday announced that it has commenced a tender offer to purchase for cash up to US$195,000,000 in aggregate principal amount of the outstanding 3.375% Senior Notes due 2024, the company announced through an exchange filing. The Tender Offer is being made pursuant to a Tender Offer Memorandum, dated September 27, 2023, which is available on the tender website.

The purpose of the Tender Offer is to partly prepay the Company’s near-term debt maturities. After the successful completion of this Tender Offer, the Company expects US$325,000,000 Notes to remain outstanding (“Outstanding Notes”).

In May 2023, the Company had purchased for cash US$130,000,000 in aggregate principal amount of the Notes and had indicated that it would purchase for cash approximately 20% of the principal amount of the Notes issued, in each of the next four quarters. In this second tranche, the Company is purchasing for cash up to US$195,000,000 in aggregate principal amount of the Notes which represents 30% of the principal amount of the Notes issued.

The Company reiterates its intention that, subject to market conditions and its liquidity position, it will continue purchasing for cash the Outstanding Notes over the next three quarters in line with its announcement in May 2023. The Company may choose to either accelerate or defer this plan subject to market conditions, and further subject to the terms, including the pricing, to be separately announced for each of such tranches.

The Company intends to fund the Notes accepted for purchase in the Tender Offer from its cash reserves.

The Tender Offer will expire at 5:00 p.m., New York time, on October 26, 2023, unless extended or earlier terminated as described in the Tender Offer Memorandum (such time and date, as they may be revised, the “Expiration Time”).

The total consideration for each US$1,000 principal amount of Notes purchased pursuant to the Tender Offer will be

(i) US$975 per US$1,000 principal amount of Notes payable only in respect of Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on October 11, 2023 that the Company accepts for purchase pursuant to the Tender Offer, or

(ii) US$965 per US$1,000 principal amount of Notes payable in respect of Notes validly tendered after the Early Tender Date but at or before the Expiration Time that the Company accepts for purchase pursuant to the Tender Offer, in each case, subject to the Maximum Acceptance Amount and Proration (each as may be applicable). The Maximum Acceptance Amount is up to US$195,000,000 (as such amount may be increased or decreased as the Company’s sole discretion).

Only Notes validly tendered and not validly withdrawn at or before the Early Tender Date will be eligible to receive the Early Tender Offer Consideration. Notes validly tendered after the Early Tender Date but at or before the Expiration Time will be eligible to receive only the Tender Offer Consideration but not the Early Tender Offer Consideration. In addition, the Company will pay accrued interest, in respect of any Notes purchased in the Tender Offer from, and including, the last interest payment date to, but excluding, the Early Settlement Date (if any) or the Final Settlement Date (each, as defined below), as the case may be.

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