NCIG Announces Pricing Terms for Cash Tender Offers for Certain Outstanding Debt Securities

NEWCASTLE, Australia, Nov. 26, 2024 /PRNewswire/ -- Newcastle Coal Infrastructure Group Pty Ltd (the "Company"), a direct wholly-owned subsidiary of NCIG Holdings Pty Ltd, announced today the pricing terms of its previously announced cash tender offers (together, the "Offers").

As previously announced, the Company expects to purchase US$54,894,000 in original aggregate principal amount of the 2027 Notes (as defined below) and US$10,000,000 in original aggregate principal amount of the 2031 Notes (as defined below) from the registered holders of the Securities (as defined below) (together, the "Holders" and each, a "Holder") that were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline (as defined below). 

The Offers are being made pursuant to the Offer to Purchase dated November 12, 2024 (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 Holders 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 and Accrued Interest

_____________________________

1. The factor for each series of Securities 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").
2. 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.
3. 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, is 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%.
4. Includes the Early Tender Premium.
5. Per original US$1,000 principal amount validly tendered and accepted for purchase.
6. Per original US$1,000 principal amount validly tendered at or prior to the Early Tender Deadline and accepted for purchase.

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 (i) the original principal amount of such tendered and accepted Securities, times (ii) the Factor, times (iii) the Early Tender Consideration.

In respect of the 2027 Notes, the Early Tender Consideration for each original US$1,000 principal amount of the 2027 Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company is 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%.

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 (as defined below).

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 the applicable Tender Cap (as defined in the Offer to Purchase), 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.

Settlement

The Company anticipates that the early settlement date will be December 4, 2024 (the "Early Settlement Date"), 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 (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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