Adani Ports’ offer for 3 3/8% notes oversubscribed by early deadline

By Mary-Katherine Stinson

Lexington, Ky., Oct. 12 – Adani Ports and Special Economic Zone Ltd. announced the early results of its cash tender offer for up to $195 million of its $520 million outstanding 3 3/8% senior notes due 2024 (Cusip: Y00130RW9, 00652MAF9).

As of the early tender deadline of 5 p.m. ET on Oct. 11, which was also the withdrawal deadline, $212,972,000 of the notes had been tendered and not withdrawn.

As the amount tendered exceeded the maximum acceptance amount, the tendered notes are accepted for purchase subject to the proration factor of 87.5619%.

The company will pay the early tender offer consideration totaling $194,965,000 on the early settlement date.

In cases where the application of proration would result in either the company accepting a principal amount of less than $200,000 or the principal amount of the notes not purchased due to scaling being less than $200,000, the company has elected to accept the tenders of the relevant notes in full.

As previously reported, when the offer was launched the company offered a total consideration of $975 per $1,000 principal amount, which included an early tender premium of $10 payable to holders who tendered their notes by the early tender date.

Noteholders tendering after the early date would have been paid a consideration of $965 per $1,000 principal amount. However, since the offer was oversubscribed at the early deadline, no more notes will be accepted for purchase after the early tender deadline.

In addition, the company will pay accrued interest.

Early settlement will occur on Oct. 13.

The tender offer will expire at 5 p.m. ET on Oct. 26.

Final settlement was expected to be on Oct. 30. However, that date is no longer relevant.

Barclays Bank plc (liability.management@barclays.com or NJASyndicate@barclays.com; +44 20 3134 8515, 800 438-3242, 212 528-7581), DBS Bank Ltd. (dbstmg@dbs.com; +65 6878 9821), Emirates NBD Bank PJSC (dcmsf@emiratesnbd.com; +971 4 3032 800), First Abu Dhabi Bank PJSC (LiabilityManagement@bankfab.com; +971 4 565 9956), Mizuho Securities (Singapore) Pte. Ltd. (AS_DBSYN@hk.mizuho-sc.com; +65 6603 5688), MUFG Securities Asia Ltd. Singapore Branch (liability.management@mufgsecurities.com; +65 6232 7631, +33 1 70 91 42 79), SMBC Nikko Securities (Hong Kong) Ltd. (DCM.SSEA@smbcnikko-hk.com; +852 3716 7000) and Standard Chartered Bank (liability_management@sc.com; +44 20 7885 8888) are dealer managers for the tender offer.

The information and tender agent is D.F. King Ltd. (212 269-5550, 877 361-7972, +44 20 7920 9700; APSEZ@dfkingltd.com).

The company said the purpose of the tender offer is to partly prepay its near-term debt maturities and to convey its comfortable liquidity position.

After a tender offer in May under which Adani purchased for cash $130 million of the notes, the company said it intended to offer to purchase for cash about $130 million, or 20%, of the original principal amount of notes in each of the following four quarters. The company said it may choose to either accelerate or defer this plan subject to its own liquidity position and market conditions, and has elected to offer to purchase for cash up to $195 million, or 30% of the original issue, in this second offer.

The company intends to fund the tender offer with its cash reserves.

The port operator and logistics company is based in Ahmedabad, India.

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