SYDNEY, Sept. 16, 2025 /PRNewswire/ -- 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 of its previously announced tender offer (the
"Tender Offer") to purchase for cash up to US$425,000,000 aggregate
principal amount (the "Maximum Acceptance Amount") of its outstanding
4.25% Senior Guaranteed Notes due 2027 (the "Securities").
The Tender Offer is being made pursuant to an Offer to Purchase, dated
September 2, 2025 (as it may be amended or supplemented from time to
time, the "Offer to Purchase"), which sets forth a more detailed
description of the Tender Offer and is available online at
https://www.gbsc-usa.com/apa/. Holders of the Securities are urged to
read the Offer to Purchase carefully before making any decision with
respect to the Tender Offer. Capitalized terms used but not otherwise
defined in this announcement have the meanings given to them in the
Offer to Purchase.
As previously announced, the Company intends to accept (subject to the
satisfaction or waiver of the conditions of the Tender Offer), on the
Early Settlement Date, US$396,372,000 in principal amount of Securities
validly tendered at or prior to the Early Tender Deadline (and not
validly withdrawn at or prior to the Withdrawal Deadline).
Holders of Securities validly tendered at or prior to the Early Tender
Deadline and accepted for purchase by the Company will receive the Early
Tender Offer Consideration. Holders who validly tender their Securities
after the Early Tender Deadline will not receive the Early Tender Offer
Consideration and will instead only be eligible to receive the Tender
Offer Consideration. Certain information regarding the Securities and
pricing terms of the Tender Offer is set forth in the table below.
Fixed
Description of Bloomberg Spread Early Tender
the Securities Reference Reference Reference (basis Offer Tender Offer
(CUSIP/ISIN) CUSIP/ ISIN Security Page/Screen Yield(1) points)(1) Consideration(1) Consideration(1)
--------------- ------------- ---------- ------------ --------- ---------- ---------------- ----------------
CUSIP:
00205GAD9
(144A) /
Q04578AG7
(Reg S)
ISIN:
US$850,000,000 US00205GAD97 4.500% US
4.25% Senior (144A) / Treasury
Guaranteed USQ04578AG72 due April US$1,004.11 per US$974.11 per
Notes due 2027 (Reg S) 15, 2027 FIT T/1-2 3.578 % 40 US$1,000 US$1,000
--------------
(1) The Early Tender Offer Consideration has been calculated from the
Reference Yield and the Fixed Spread, in the manner described in the Offer to
Purchase. For the avoidance of doubt, the Early Tender Offer Consideration,
when calculated in such manner, already includes the Early Tender Premium. The
Tender Offer Consideration will equal the Early Tender Offer Consideration
minus the Early Tender Premium. In addition, all holders whose Securities are
accepted for purchase will also receive Accrued Interest Payment on such
Securities.
The Early Tender Offer Consideration specified in the table above was
determined in accordance with the formula set forth in Schedule A of the
Offer to Purchase by reference to the above-specified Reference Yield
and Fixed Spread. The Reference Yield was determined at 10:00 a.m., New
York City time, today, September 16, 2025. For the avoidance of doubt,
the Early Tender Offer Consideration, when calculated in such manner,
already includes the Early Tender Premium. Holders of Securities who
validly tender their Securities after the Early Tender Deadline but at
or before the Expiration Deadline, if such Securities are accepted for
purchase, will receive the Tender Offer Consideration (subject to
proration), which will equal US$974.11 per US$1,000, being the Early
Tender Offer Consideration minus the Early Tender Premium specified in
the table above.
In addition to the Early Tender Offer Consideration or Tender Offer
Consideration, as applicable, the Company will also pay accrued and
unpaid interest on Securities purchased pursuant to the Tender Offer up
to, but not including, the Early Settlement Date or the Final Settlement
Date, as applicable. For the avoidance of doubt, interest will cease to
accrue after the applicable settlement date for Securities accepted for
purchase pursuant to the Tender Offer.
The settlement date for Securities validly tendered at or prior to the
Early Tender Deadline (and not validly withdrawn at or before the
Withdrawal Deadline) and accepted for purchase is expected to be
September 18, 2025 (the "Early Settlement Date"). The Tender Offer is
scheduled to expire at 5:00 p.m., New York City time, on September 30,
2025 (such date and time, as it may be extended, the "Expiration
Deadline") unless extended, re-opened, withdrawn or terminated by the
Company, in each case as described in the Offer to Purchase. Securities
validly tendered after the Withdrawal Deadline will be irrevocable,
except where the Company determines that additional withdrawal rights
are required by applicable law. The settlement date for Securities
validly tendered following the Early Tender Deadline but at or prior to
the Expiration Deadline and accepted for purchase is expected to be
October 2, 2025 (the "Final Settlement Date").
Dealer Managers
The Company has retained Merrill Lynch International and The Hongkong
and Shanghai Banking Corporation Limited as dealer managers for the
Tender Offer (the "Dealer Managers") and Global Bondholder Services
Corporation as the information and tender agent for the Tender Offer
(the "Information & Tender Agent"). For additional information regarding
the terms of the Tender Offer, please contact: Merrill Lynch
International at +44 20 7996 5420 (Europe), +1 (888) 292-0070 (U.S. toll
free) or DG.LM-APAC@bofa.com; or The Hongkong and Shanghai Banking
Corporation Limited at 1-888-HSBC-4LM (U.S. toll free), +852 3941 0223
(Hong Kong), +44 207 992 6237 (London), +1 212 525 5552 (New York) or
liability.management@hsbcib.com. Requests for documents and questions
regarding the tendering of Securities may be directed to the Information
& Tender Agent by telephone at +1 (212) 430-3774 (for banks and brokers
only) or +1 (855) 654-2015 (for all others toll-free) or by email at
contact@gbsc-usa.com or to the Dealer Managers at their respective
telephone numbers.
Statements of intent in this announcement shall not constitute a notice
of redemption under the indenture governing the Securities. This
announcement shall not constitute or form part of any offer,
solicitation or invitation to sell, issue or subscribe for any
securities, or a solicitation to buy or an offer to purchase any
securities, nor shall there be any offer, solicitation or purchase of
any securities in any state or jurisdiction in which such an offer,
solicitation or purchase would be unlawful prior to registration or
qualification under the securities laws of any jurisdiction. The Tender
Offer is being made only pursuant to the Offer to Purchase and only in
such jurisdictions as is permitted under applicable law.
For further information, please contact:
Michael Forde
Group Treasurer
Mob: +61 421 584 062
Email: michael.forde@apa.com.au
About APA Group ("APA")
APA is a leading Australian Securities Exchange listed energy
infrastructure business. As Australia's energy infrastructure partner,
APA owns and/or manages and operates a diverse, A$27 billion(1)
portfolio of gas, electricity, solar and wind assets. Consistent with
its purpose to secure Australia's energy future, APA delivers around
half of Australia's domestic gas usage through 15,000 kilometres of gas
pipelines that it owns, operates and maintains. Through its investments
in electricity transmission, APA connects Victoria with South Australia,
Tasmania with Victoria and New South Wales with Queensland, providing
vital flexibility and support for the grid. APA also owns and operates
power generation assets in Australia, including gas-powered, wind and
solar projects across the country. APA Infrastructure Limited is a
wholly owned subsidiary of APA Infrastructure Trust and is the borrowing
entity of APA Group. For more information visit APA's website,
apa.com.au.
Important Notice
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain important
information which should be read carefully before any decision is made
with respect to the Tender Offer. If any holder of Securities is in any
doubt as to the contents of the Offer to Purchase or the action it
should take, it is recommended to seek its own financial advice,
including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax or
legal adviser. Any individual or company whose Securities are held on
its behalf by a broker, dealer, bank, custodian, trust company or other
nominee or other intermediary must contact such entity if it wishes to
tender such Securities pursuant to the Tender Offer. None of the Company,
its affiliates, the Dealer Managers or the Information & Tender Agent or
any of their respective directors, employees or affiliates makes any
recommendation whether holders of Securities should tender Securities
pursuant to the Tender Offer.
(MORE TO FOLLOW) Dow Jones Newswires
September 16, 2025 11:28 ET (15:28 GMT)