Boral announces cash tender offer for certain outstanding senior notes

NEW YORK and SYDNEY, June 22, 2022 /PRNewswire/ -- Boral Finance Pty Ltd (the "Company"), a wholly-owned subsidiary of Boral Limited (ASX: BLD) ("Boral"), has today commenced a tender offer (the "Tender Offer") to purchase for cash up to US$300,000,000 aggregate principal amount (the "Maximum Tender Amount") of its outstanding 3.750% Guaranteed Senior Notes due 2028 (the "Notes").

The Tender Offer is being made pursuant to an Offer to Purchase, dated June 22, 2022 (as may be amended or supplemented, the "Offer to Purchase"), which sets forth a more detailed description of the Tender Offer. Holders of the Notes are urged to read carefully the Offer to Purchase before making any decision with respect to the Tender Offer.

Up to US$300,000,000 aggregate principal amount of the outstanding Notes listed below:

____________________________

Tender offer details

Subject to the Maximum Tender Amount, proration (if applicable) and the satisfaction or waiver of the conditions to the Tender Offer, the Company will accept for purchase on the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable, Notes validly tendered in the Tender Offer.

The Tender Offer will expire at 11:59 p.m., New York City time, on July 20, 2022, or any other date and time to which the Company extends the Tender Offer (such date and time, as it may be extended, the "Expiration Time"), unless earlier terminated.

To be eligible to receive the Early Tender Consideration (as defined below), which includes an early tender premium of US$30 per US$1,000 principal amount of Notes (the "Early Tender Premium"), holders of Notes must validly tender their Notes at or prior to 5:00 p.m., New York City time, on July 6, 2022, unless extended or the Tender Offer is earlier terminated by the Company (such date and time, as it may be extended, the "Early Tender Time").

Holders of Notes that validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time, will only be eligible to receive the Late Tender Consideration (as defined below).

Priority of acceptance and proration

Notes validly tendered at or prior to the Early Tender Time will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Time. Accordingly, if the Maximum Tender Amount is reached as a result of tenders of Notes made at or prior to the Early Tender Time, Notes tendered after the Early Tender Time will not be accepted for purchase (unless the Maximum Tender Amount is increased by the Company, in its sole discretion, subject to applicable law). If the aggregate principal amount of Notes validly tendered exceeds the Maximum Tender Amount on the applicable settlement date, the amount of Notes purchased in the Tender Offer will be prorated as set forth in the Offer to Purchase.

Consideration and accrued interest

The consideration (the "Early Tender Consideration") offered per US$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time, and accepted for purchase pursuant to the Tender Offer, will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above, plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified in the table above, calculated as of 10:00 a.m., New York City time, on July 7, 2022 (the "Price Determination Time"), unless extended or the Tender Offer is earlier terminated by the Company.

Holders should take note that, if the Early Tender Consideration determined as described Offer to Purchase is greater than US$1,000 per US$1,000 principal amount of Notes, then the Early Tender Consideration will be calculated based on an assumed maturity date of February 1, 2028, the par call date for the Notes, and not May 1, 2028, the stated maturity date for the Notes.

The Early Tender Time is the last date and time for holders to tender their Notes in order to be eligible to receive the Early Tender Consideration. Holders of any Notes that are validly tendered after the Early Tender Time but at or prior to the Expiration Time, and that are accepted for purchase, will receive an amount equal to the Early Tender Consideration minus the Early Tender Premium (the "Late Tender Consideration").

In addition to the Early Tender Consideration or the Late Tender Consideration, as applicable, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last interest payment date up to, but not including, the applicable settlement date.

Settlement

Except as set forth in the paragraph below, payment for the Notes that are validly tendered at or prior to the Expiration Time, and that are accepted for purchase, will be made on the date referred to as the "Final Settlement Date." The Company anticipates that the Final Settlement Date will be July 22, the second business day after the Expiration Time, subject to all conditions to the Tender Offer having been satisfied or waived by the Company.

The Company reserves the right, in its sole discretion, to pay for Notes that are validly tendered at or prior to the Early Tender Time, and that are accepted for purchase, on a date following the Early Tender Time and prior to the Expiration Time (the "Early Settlement Date"). The Company anticipates that the Early Settlement Date will be July 11, 2022, the third business day after the Early Tender Time, subject to all conditions to the Tender Offer having been satisfied or waived by the Company.

Withdrawal conditions

Notes tendered pursuant to the Tender Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on July 6, 2022, unless extended or the Tender Offer is earlier terminated by the Company (such date and time, as it may be extended, the "Withdrawal Deadline"), but not thereafter.

After the Withdrawal Deadline, holders may not withdraw their tendered Notes unless the Company amends the Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended to the extent required by law, or as the Company otherwise determines is appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, the Company, in its sole discretion, may extend the Withdrawal Deadline for any purpose. Notes withdrawn prior to the Withdrawal Deadline may be tendered again at or prior to the Expiration Time, in accordance with the procedures set forth in the Offer to Purchase.

If a holder holds their Notes through a custodian bank, broker, dealer or other nominee, such nominee may have an earlier deadline or deadlines for receiving instructions to participate or withdraw tendered Notes in the Tender Offer.

The Company's obligation to accept for payment and to pay for the Notes validly tendered in the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Tender Offer may be terminated or withdrawn, subject to applicable law. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to the Tender Offer, (ii) extend or terminate the Tender Offer, (iii) increase or decrease the Maximum Tender Amount, or (iv) otherwise amend the Tender Offer in any respect.

Dealer Manager and Depositary and Information Agent

The Company has appointed Citigroup Global Markets Inc. as dealer manager (the "Dealer Manager") for the Tender Offer. The Company has retained Global Bondholder Services Corporation as the depositary and information agent for the Tender Offer. For additional information regarding the terms of the Tender Offer, please contact: Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or 001-212-723-6106 (international). 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 [email protected] or at www.gbsc-usa.com/boral/ or to the Dealer Manager at its telephone numbers.

This press release shall not constitute, or form part of, an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Neither the Offer to Purchase nor any disclosure document (as defined in the Australian Corporations Act 2001) in relation to the Notes has been lodged with the Australian Securities and Investments Commission, and in Australia, the Tender Offer is only available to persons to whom an offer or invitation can be made without disclosure under Parts 6D.2 or 7.9 of the Australian Corporations Act.

From time to time after completion of the Tender Offer, the Company or its affiliates may purchase additional Notes in the open market, in privately negotiated transactions, through tender or exchange offers or other methods, or the Company may redeem Notes pursuant to their terms. Any future purchases may be on the same terms or on terms that are more or less favorable to holders of the Notes than the terms of the Tender Offer.

Forward-Looking Statements

This announcement 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. The Company and Boral undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason, except as required by applicable law.

About Boral

Founded in 1946, Boral is the largest integrated construction materials business in Australia with operations in all states and territories. It produces and supplies concrete, quarry products, asphalt and cement, to build infrastructure, residential and commercial buildings. As at June 30, 2021, Boral's continuing operations spanned 367 operating sites in Australia and employed approximately 9,700 full-time equivalent employees and contractors.

Boral Limited ABN 13 008 421 761 - PO Box 6041, North Ryde NSW 2113 - www.boral.com

SOURCE Boral Finance Pty Ltd

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