NCIG Announces Cash Tender Offers for Certain Outstanding Debt Securities

NEWCASTLE, NEW SOUTH WALES, Australia, Nov. 12, 2024 /PRNewswire/ -- Newcastle Coal Infrastructure Group Pty Ltd (the "Company"), a direct wholly-owned subsidiary of NCIG Holdings Pty Ltd, has commenced cash tender offers (together, the "Offers") for up to US$65 million combined original aggregate principal amount (the "Aggregate Maximum Tender Amount") of the debt securities set forth in the table below (together referred to as the "Securities" and each referred to as a "series" of Securities). The Aggregate Maximum Tender Amount represents the maximum combined original aggregate principal amount of Securities that will be purchased. No more than US$50 million original aggregate principal amount of the 2027 Notes (as defined below) (as it may be increased by the Company in its sole discretion, the "2027 Tender Cap") and no more than US$15 million original aggregate principal amount of the 2031 Notes (as defined below) (as it may be increased by the Company in its sole discretion, the "2031 Tender Cap" (together with the 2027 Tender Cap, the "Tender Caps", and each, a "Tender Cap")) will be purchased in the Offers. The Offers are subject to the Tender Caps and proration procedures described in the Offer to Purchase dated November 12, 2024, as amended or supplemented (the "Offer to Purchase"), and order of priority (the "Acceptance Priority Levels" as set forth in the table below under "Acceptance Priority Level"), and are made to each registered holder of Securities (individually, a "Holder", and collectively, the "Holders").

The Offer to Purchase sets forth a more detailed description of the Offers. The Offer to Purchase may be obtained at https://www.gbsc-usa.com/newcastle/ or by contacting the Tender and Information Agent (as defined below) using the telephone number or email address found under "Dealer Managers and Tender and Information Agent".

The following table sets forth certain information regarding the Securities and the Offers:

1. The Current Principal Amount Outstanding of the 2031 Notes will be reduced to US$439,641,122.11, following the application of certain term charge payments received towards the redemption of the 2031 Notes on the interest payment date on November 12, 2024 based on the terms of the 2031 Notes.
2. The factor for each series of Notes is a number that represents a fraction (expressed as a decimal rounded to 8 decimal digits), the numerator of which represents the unpaid principal amount of such series of Securities and the denominator of which represents the original principal amount of such series of Securities, and may be adjusted following each interest payment date (as adjusted from time to time, the "Factor"). As at the date of the commencement of the Offers, the Factor for the 2031 Notes is 0.99303038. The Factor will be reduced to the amount shown in the table above following the application of the term charge payments received towards the redemption of the 2031 Notes on November 12, 2024.
3. Subject to the Aggregate Maximum Tender Amount, the Tender Caps and proration, the original principal amount of each series of Securities that is purchased in the Offers will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level) specified in this column.
4. The applicable page on Bloomberg from which the Dealer Managers (as defined herein) will quote the bid side prices of the applicable U.S. Treasury Security. In the above table, "UST" denotes a  U.S. Treasury Security.
5. In respect of the 2027 Notes, notwithstanding the calculation set forth above, the Early Tender Consideration for each original US$1,000 principal amount of 2027 Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company, shall be equal to the lesser of the output of the calculation set forth on Schedule A hereto for that series and 99.100%. (the "2027 Notes Consideration Cap"). 
6. Per original US$1,000 principal amount validly tendered at or prior to the Early Tender Deadline and accepted for purchase.

Details of the Offers

The Offers are being made pursuant to and are subject to the terms and conditions set forth in the Offer to Purchase. The Offers are scheduled to expire at 5:00 p.m., New York City time, on December 11, 2024 (such time and date, as the same may be extended by the Company, the "Expiration Date"), unless terminated earlier. Tendered Securities may be withdrawn until, but not after, 5:00 p.m., New York City time, on November 25, 2024 (such time and date, as the same may be extended by the Company, the "Withdrawal Deadline"), except in certain limited circumstances where additional withdrawal rights are required by law.

Tender Offer Consideration and Accrued Interest

Holders of Securities validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on November 25, 2024 (the "Early Tender Deadline") and accepted for purchase will receive the applicable total consideration (the "Total Consideration"), which is (x)(i) the original principal amount of such tendered and accepted Securities, times (ii) the Factor, times (iii) either (a) the Early Tender Consideration, as applicable, or (b) the Tender Offer Consideration, as applicable.

Subject to the 2027 Notes Consideration Cap, the "Early Tender Consideration" for each series of Securities validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread over the yield to maturity based on the bid side price of the applicable Reference U.S. Treasury Security specified in the table above and in the Offer to Purchase. In calculating the applicable Early Tender Consideration for a series of Securities, the application of the par call date will be in accordance with standard market practice. In respect of the 2027 Notes, the Early Tender Consideration for each original US$1,000 principal amount of 2027 Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company shall be equal to the lesser of the output of the calculation set forth on Schedule A to the Offer to Purchase for that series and 99.100%. Holders of Securities who validly tender their Securities following the Early Tender Deadline and on or prior to the Expiration Date will receive only the applicable Tender Offer Consideration per original US$1,000 principal amount of any such Securities validly tendered by such Holders that are accepted for purchase. The "Tender Offer Consideration" is equal to the applicable Early Tender Consideration minus the Early Tender Premium. The Early Tender Consideration and Tender Offer Consideration will be determined at 10:00 a.m., New York City time, November 26, 2024 (such time and date, as the same may be extended by the Company, the "Price Determination Date").

In addition to the applicable Total Consideration, all Holders of Securities accepted for purchase will receive accrued and unpaid interest, rounded to the nearest cent, on such original US$1,000 principal amount of Securities from the last applicable interest payment date up to, but not including, the applicable settlement date (the "Accrued Interest").

Settlement

The settlement date for Securities validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase is expected to be December 4, 2024, the sixth business day after the Early Tender Deadline (the "Early Settlement Date"). The settlement date for Securities validly tendered following the Early Tender Deadline but on or prior to the Expiration Date and accepted for purchase is expected to be December 13, 2024, the second business day after the Expiration Date (the "Final Settlement Date"), assuming that the Aggregate Maximum Tender Amount of Securities is not purchased on the Early Settlement Date.

Subject to the Aggregate Maximum Tender Amount, the Tender Caps and proration, all Securities validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level (with 1 being the highest Acceptance Priority Level) will be accepted before any validly tendered Securities having a lower Acceptance Priority Level (with 2 being the lowest Acceptance Priority Level), and all Securities validly tendered following the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Securities validly tendered following the Early Tender Deadline having a lower Acceptance Priority Level. If the Offers are not fully subscribed at the Early Tender Deadline, subject to the Aggregate Maximum Tender Amount, the Tender Caps and proration, Securities validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will be accepted for purchase in priority to Securities validly tendered following the Early Tender Deadline even if such Securities validly tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Securities validly tendered at or prior to the Early Tender Deadline.

Aggregate Maximum Tender Amount, Tender Caps, Acceptance Priority Levels and Proration

The Aggregate Maximum Tender Amount represents the maximum original aggregate principal amount of Securities that will be purchased pursuant to the Offers. Each Tender Cap represents the maximum original aggregate principal amount of Securities of a series that will be purchased pursuant to the Offers. The Company reserves the absolute right, but is under no obligation to, increase, decrease or eliminate the Aggregate Maximum Tender Amount and/or either or both Tender Caps at any time, including on or after the Price Determination Date, subject to applicable law, which could result in the Company purchasing a greater or lesser original aggregate principal amount of Securities and/or Securities of a series in the Offers. Subject to applicable law, the Company may increase, decrease or eliminate the Aggregate Maximum Tender Amount, and/or either or both Tender Caps without extending the Early Tender Deadline or the Withdrawal Deadline. There can be no assurance that the Company will increase, decrease or eliminate the Aggregate Maximum Tender Amount and/or either or both Tender Caps.

If the Offers are fully subscribed at the Early Tender Deadline, Holders who validly tender Securities following the Early Tender Deadline but on or prior to the Expiration Date will not have any of their Securities accepted for purchase regardless of their Acceptance Priority Level.

Securities of a series may be subject to proration (as described in the Offer to Purchase) if the original aggregate principal amount of the Securities of such series validly tendered and not validly withdrawn would cause the Aggregate Maximum Tender Amount to be exceeded. Acceptance of tenders of Securities of a series may also be subject to proration if the original aggregate principal amount of Securities validly tendered and not validly withdrawn is greater than the Tender Cap applicable to such series. The Offers are not conditioned on any minimum amount of Securities or either series of Securities being tendered. However, the Company's obligation to accept for purchase, and to pay for, the Securities validly tendered and not validly withdrawn in the Offers is subject to the satisfaction or waiver of the conditions as described in the Offer to Purchase. The Company reserves the absolute right, subject to applicable law, to: (i) waive any and all conditions to the Offers; (ii) extend or terminate the Offers; (iii) increase, decrease or eliminate the Aggregate Maximum Tender Amount and/or either or both Tender Caps without extending the Early Tender Deadline or the Withdrawal Deadline; or (iv) otherwise amend the Offers in any respect.

A beneficial owner of Securities that are held of record by a broker, dealer, commercial bank, trust company or other nominee must contact the nominee promptly and instruct the nominee to tender such Securities on the beneficial owner's behalf prior to the Early Tender Deadline in order to receive the applicable Early Tender Consideration or, in the case of Securities tendered after the Early Tender Deadline, but prior to the Expiration Date, in order to have an opportunity to receive the applicable Tender Offer Consideration as described in the Offer to Purchase. A nominee may have an earlier deadline for accepting the applicable Offers.

Dealer Managers and Tender and Information Agent

The Company has appointed Citigroup Global Markets Inc. and nabSecurities, LLC as dealer managers for the Offers (together, the "Dealer Managers"). The Company has retained Global Bondholder Services Corporation as tender and information agent for the Offers (the "Tender and Information Agent"). 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 [email protected] or nabSecurities, LLC at +1 (212) 916-9500 or by email at [email protected]. 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.

SOURCE Newcastle Coal Infrastructure Group Pty Ltd

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