APA announces cash tender offer for certain outstanding senior notes

SYDNEY, Sept. 4, 2024 /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 that it has commenced a 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.

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The Company's obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Tender Offer is conditioned on the successful completion, on or before the Settlement Date (as defined below), of the proposed concurrent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 (the "Financing Condition").

Certain information regarding the Securities and the U.S. Treasury Reference Security, the Bloomberg Reference Page and the fixed spread is set forth in the table below.

The Tender Offer will expire at 5:00 p.m., New York City time, on September 10, 2024 (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 applicable Purchase Price for such Securities.

The applicable purchase price (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 will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Securities 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 at 10:00 a.m., New York City time, on September 10, 2024, unless extended or earlier terminated as described in the Offer to Purchase.  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, on September 10, 2024, unless 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's obligation to accept for payment and to pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the Financing Condition. 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.

The Company intends, in connection with the allocation of the New Notes in the proposed concurrent offering of the New Notes, to consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated to the Company or the Dealer Managers (as defined below) a firm intention to tender any Securities it holds pursuant to the Tender Offer and, if so, the aggregate principal amount of such Securities tendered or intended to be tendered by such investor. When determining allocations of the New Notes, the Company intends to give some degree of preference to such investors. However, the Company will consider various factors in making allocation decisions and is not obliged to allocate the New Notes to any such investor or to allocate any such investor an amount of New Notes that corresponds to the amount of Securities tendered by such investor pursuant to the Tender Offer. Any potential allocation of the New Notes will be made at the sole discretion of the Company. Investors should note that the pricing and allocation of the New Notes may take place prior to the Expiration Deadline for the Tender Offer and any investor that wishes to subscribe for New Notes in addition to tendering existing Securities for purchase pursuant to the Tender Offer should therefore provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Securities for purchase pursuant to the Tender Offer and the quantum of Securities that it intends to tender in order for this to be taken into account as part of the New Notes allocation process. Please refer to the Offer to Purchase for further details.

The purpose of the Tender Offer and the proposed concurrent offering of New Notes is to refinance a portion of the existing debt of the Company, and to extend the Company's debt maturity profile. The Company intends to fund the purchase of any Securities validly tendered and accepted by it for purchase with available funds, including a portion of the net proceeds from the proposed concurrent offering of New Notes. Securities purchased in the Tender Offer will be retired and cancelled.

Dealer Managers

The Company has retained J.P. Morgan Securities LLC and Merrill Lynch International 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:  J.P. Morgan Securities LLC at +1 (866) 834-4666 (U.S. toll free) or +1 (212) 834-4818 (collect); or Merrill Lynch International at +44 20 7996 5420 (Europe), +1 (888) 292-0070 (U.S. toll free) or +1 (980) 387-3907 (U.S.). 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 [email protected] 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 sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale 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 Cox
Head of Media Relations & Financial Communications
Telephone: +61 2 8650 5560
Mob: +61 429 465 227
Email: [email protected]

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$26 billion 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 Tender Offer Documents. This announcement and the Tender Offer Documents 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 Tender Offer Documents 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 must contact such entity if it wishes to tender such Securities pursuant to the Tender Offer. None of the Company, 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.

Forward-Looking Statements

The Company considers portions of this announcement to be a forward-looking statement. Forward-looking statements can be identified typically by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes", "predicts" or "anticipates", as well as the negatives of such words and other words of similar meaning in connection with discussions of future operating or financial performance or of strategy that involve risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, these assumptions are inherently uncertain and involve a number of risks and uncertainties that are beyond the Company's control; therefore, the Company can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties, including, without limitation, possible changes in the timing and consummation of the Offer.

You are cautioned not to place any undue reliance on the forward-looking statements contained in this announcement, which speak only as at their respective dates. Neither the Company nor any of its affiliates undertakes any obligation publicly to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by any applicable laws and regulations.

No Offer or Sale

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. Any securities (including the New Notes) described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state or jurisdiction of the United States. Accordingly, such securities may not be offered or sold, directly or indirectly, in the United States or to any U.S. person (as defined in Regulation S under the U.S. Securities Act) unless they have been registered under the U.S. Securities Act (which neither the Company nor its affiliates has any obligation to do or procure) or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States.

Offer and Distribution Restrictions

The distribution of this announcement and/or the Tender Offer Documents in certain jurisdictions may be restricted by law. Persons in possession of this announcement and/or the Tender Offer Documents are required by the Company, the Dealer Managers and the Information & Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Documents constitute an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities in the Offer will not be accepted from holders of Securities) in any circumstances in which such offer or solicitation or acceptance is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each holder of Securities participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions generally as set out in the section "Procedures for Participating in the Offer — Holder Representations, Warranties and Undertakings" of the Offer to Purchase. Any tender of Securities for purchase from a holder of Securities that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Information & Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities for purchase, whether any such representation given by a holder of Securities is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted.

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SOURCE APA Infrastructure Limited