NCIG Announces Early Tender Results and Tender Cap Change for Cash Tender Offers for Certain Outstanding Debt Securities

NEWCASTLE, NEW SOUTH WALES, Australia, Nov. 25, 2024 /PRNewswire/ -- Newcastle Coal Infrastructure Group Pty Ltd (the "Company"), a direct wholly-owned subsidiary of NCIG Holdings Pty Ltd, announced today the early tender results and Tender Cap change of its previously announced cash tender offers (together, the "Offers").

Early Tender Results and Tender Cap Change

As of 5:00 p.m., New York City time, on November 25, 2024 (the "Early Tender Deadline"), according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Offers (the "Tender and Information Agent"), the aggregate principal amount of the securities set forth in the table below under "Original Aggregate Principal Amount Tendered as of the Early Tender Deadline" had been validly tendered in the Offers. Withdrawal rights for the Securities (as defined below) expired at 5:00 p.m., New York City time, on November 25, 2024.

(1) Expected to be accepted for purchase, and paid for, on December 4, 2024 (the "Early Settlement Date"), New York City time.

The amount tendered exceeded US$65 million combined original aggregate principal amount (the "Aggregate Maximum Tender Amount"). The original aggregate principal amount of each series of Securities validly tendered and not validly withdrawn by the Early Tender Deadline also exceeded the applicable Tender Cap (as defined in the Offer to Purchase dated November 12, 2024 (the "Offer to Purchase")). The Company will increase the Tender Cap applicable to the 2027 Notes to US$55 million original aggregate principal amount. The Tender Cap for the 2031 Notes will remain at US$15 million original aggregate principal amount; however, the Company will only be accepting up to US$10 million original aggregate principal amount for purchase. The Aggregate Maximum Tender Amount will remain unchanged. The Offers are being made pursuant to the Offer to Purchase which sets forth a more detailed description of the Offers. The Offers will expire at 5:00 p.m., New York City time, on December 11, 2024, or any other date and time to which the Company extends the Offers, unless earlier terminated. The Company urges the registered holders of the Securities (together, the "Holders" and each, a "Holder") to read the Offer to Purchase carefully before making any decision with respect to the Offers. The Offer to Purchase may be obtained at https://www.gbsc-usa.com/newcastle/ or by contacting the Tender and Information Agent using the telephone number or email address found below under "Dealer Managers and Tender and Information Agent".

Consideration, Accrued Interest and Proration

The determination of the Total Consideration (as defined in the Offer to Purchase) will occur at 10:00 a.m., New York City time, on November 26, 2024. The Early Settlement Date is expected to be December 4, 2024. In addition to the Total Consideration, Holders whose Securities are purchased in the Offers will receive accrued and unpaid interest, rounded to the nearest cent, on the original US$1,000 principal amount of Securities purchased, from the last applicable interest payment date up to, but not including, the Early Settlement Date.

Although the Offers are scheduled to expire at 5:00 p.m., New York City time, on December 11, 2024, because the original aggregate principal amount of each series of Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeded each applicable Tender Cap, the Company does not expect to accept for purchase any tenders of Securities after the Early Tender Deadline. Any Securities tendered after the Early Tender Deadline will be promptly credited to the account of the Holder of such Securities maintained at The Depository Trust Company and returned in accordance with the Offer to Purchase.

Because the original aggregate principal amount of each series of Securities validly tendered and not validly withdrawn by the Early Tender Deadline exceeded the applicable Tender Cap, the amount of Securities the Company will purchase from each tendering Holder will be determined in accordance with the proration procedures described in the Offer to Purchase, applying a proration rate of 51.93% for the 2027 Notes and 45.33% for the 2031 Notes.

Settlement

The Company anticipates that the Early Settlement Date will be December 4, 2024, subject to all conditions to the Offers having been satisfied or waived by the Company. The Company's obligation to accept for purchase and to pay for the Securities validly tendered in the Offers is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase.

Dealer Managers and Tender and Information Agent

Citigroup Global Markets Inc. and nabSecurities, LLC are acting as the dealer managers for the Offers (together, the "Dealer Managers"). The Tender and Information Agent for the Offers is Global Bondholder Services Corporation. For additional information regarding the terms of the Offers, please contact: Citigroup Global Markets Inc. at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free) or by email at ny.liabilitymanagement@citi.com or nabSecurities, LLC at +1 (212) 916-9500 or by email at nab.syndicate@nab.com.au. Requests for documents and questions regarding the tendering of Securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430‐3774 (for banks and brokers only), (855) 654‐2015 (toll‐free) or 001‐212‐430‐3774 (international), by email at contact@gbsc‐usa.com or at https://www.gbsc-usa.com/newcastle/. 

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The Offers are being made pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. The Offers are not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of the Company, its affiliates, its board of directors, the Dealer Managers, the Tender and Information Agent or the trustee for either series of Securities is making any recommendation as to whether or not Holders should tender their Securities in connection with the Offers, and neither the Company nor any other person has authorized any person to make any such recommendation.

About the Company

The Company owns and operates a Coal Export Terminal located at the Port of Newcastle in the Hunter Valley region of New South Wales in Australia and is an integral part of the Australian coal export industry. The Company's facilities include rail, coal storage, ship loading facilities and associated infrastructure. The Company was formed in 2004 by its shareholders who are also customers of the Company's Terminal services. The shareholders of the Company are entities that are owned by some of the largest mining companies in the world, including BHP Group Limited, Yancoal Australia Limited, Whitehaven Coal Mining Limited, Peabody Energy Corporation and Banpu Public Company Limited (Centennial Coal), who each owns coal assets in New South Wales, Australia.

Forward-Looking Statements

This release contains forward‐looking statements. Forward‐looking statements are information of a non‐historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. You should not place undue reliance on these forward‐looking statements. Except as required by law or regulation, the Company does not undertake any obligation to update these forward looking statements.

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SOURCE Newcastle Coal Infrastructure Group Pty Ltd