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 pricing terms 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 is being made pursuant to an 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"), which set forth a more detailed description of the Tender Offer and are available online at https://www.gbsc-usa.com/apa/. Holders of the Securities are urged to read the Tender Offer Documents carefully before making any decision with respect to the Tender Offer. Terms not defined in this announcement have the meanings given to them in the Tender Offer Documents.
The Tender Offer will expire at 5:00 p.m., New York City time, today (such date and time, as it may be extended, the "Expiration Deadline") unless extended or earlier terminated as described in the Offer to Purchase. Holders of the Securities must validly tender, and not validly withdraw, their Securities prior to or at the Expiration Deadline, or deliver a properly completed and duly executed Notice of Guaranteed Delivery prior to or at the Expiration Deadline and tender their Securities prior to or at 5:00 p.m., New York City time, on the second business day following the Expiration Deadline, to be eligible to receive the Purchase Price for such Securities.
Certain information regarding the Securities and the U.S. Treasury Reference Security, the Bloomberg Reference Page, the Reference Yield, the Fixed Spread and the Purchase Price is set forth in the table below. The Purchase Price payable for each U.S.$1,000 principal amount of Securities validly tendered, and not validly withdrawn, and accepted for payment pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the Fixed Spread for the Securities specified in the table below plus the yield to maturity based on the bid-side price of the U.S. Treasury Reference Security specified in the table below, calculated at 10:00 a.m., New York City time, today.
In addition to the Purchase Price, the Company will also pay accrued and unpaid interest on Securities purchased pursuant to the Tender Offer up to, but not including, the settlement date for the Tender Offer, which is expected to be September 16, 2024 (the "Settlement Date"). 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 pursuant to the Tender Offer may be withdrawn at any time prior to or at, but not after, 5:00 p.m., New York City time, today, unless such time is extended or the Tender Offer is earlier terminated as described in the Offer to Purchase (such date and time, as it may be extended, the "Withdrawal Deadline"). In addition, if the Tender Offer is extended, valid tenders of the Securities may be withdrawn at any time prior to the earlier of (i) the Expiration Deadline and (ii) the tenth business day after the commencement of the Tender Offer. Securities validly tendered may also 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) extend the Withdrawal Deadline and/or the Expiration Deadline, (iii) modify or terminate the Tender Offer or (iv) otherwise amend the Tender Offer in any respect. The Tender Offer is not conditioned on any minimum amount of Securities being tendered.