APA Infrastructure Limited, an Australian corporation (the "Company") and the borrowing entity of its parent company, APA Group Limited, an Australian corporation, today announced the results of its previously announced tender offer (the "Tender Offer") to purchase for cash any and all of its outstanding 4.200% Senior Guaranteed Notes due 2025 (the "Securities"). The Tender Offer expired at 5:00 p.m., New York City time, on September 10, 2024 (the "Expiration Deadline").
As of the Expiration Deadline, U.S.$612,094,000 of the U.S.$1,100,000,000 outstanding aggregate principal amount of the Securities had been validly tendered, and not validly withdrawn, pursuant to the Tender Offer (not including U.S.$133,000 in aggregate principal amount of the Securities that have been submitted pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated September 4, 2024 (the "Offer to Purchase") and the accompanying Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the "Tender Offer Documents")). Terms not defined in this announcement have the meanings given to them in the Tender Offer Documents.
The Company intends to accept for purchase all Securities validly tendered and delivered, and not validly withdrawn, pursuant to the Tender Offer, and to pay for such Securities on the settlement date for the Tender Offer, which is expected to be September 16, 2024 (the "Settlement Date"). As previously announced, a Purchase Price of U.S.$996.43 will be payable for each U.S.$1,000 principal amount of such Securities. In addition to the Purchase Price, the Company will also pay accrued and unpaid interest on such Securities up to, but not including, the Settlement Date.
Holders of Securities who delivered a properly completed and duly executed Notice of Guaranteed Delivery prior to or at the Expiration Deadline must tender their Securities prior to or at 5:00 p.m., New York City time, on September 12, 2024, to be eligible to receive the Purchase Price for such Securities. The guaranteed delivery settlement date is also expected to be September 16, 2024. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for Securities accepted for purchase pursuant to the Tender Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase. Securities validly tendered may be withdrawn at any time after the 60th business day after the commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement.
The Company announced on September 4, 2024 its intention to issue and offer for sale new USD-denominated senior guaranteed debt securities (the "New Notes"). The Company's obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Tender Offer is conditioned on the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the successful completion, on or before the Settlement Date, of the proposed concurrent offering of New Notes or one or more other offerings of guaranteed senior debt securities, in each case, on terms and subject to conditions satisfactory to the Company in its sole discretion.
Subject to applicable securities laws and the terms set forth in the Offer to Purchase, the Company reserves the right to (i) waive or modify in whole or in part any and all conditions of the Tender Offer, (ii) modify or terminate the Tender Offer or (iii) otherwise amend the Tender Offer in any respect.
