News Corporate Actions Adani Ports Finance Committee Approves $495 Million Tender Offer for Senior NotesAdani Ports Finance Committee Approves $495 Million Tender Offer for Senior Notes
Adani Ports and Special Economic Zone Limited's Finance Committee has formally approved cash tender offers worth $495.14 million for senior notes due 2027 and 2031. The committee meeting on February 10, 2026, also authorized dealer manager agreements and tender offer memorandum, marking a significant step in the company's capital management strategy with structured pricing and timeline framework.
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Adani Ports & SEZ has received formal approval from its Finance Committee for cash tender offers to purchase senior notes worth up to $495.14 million in aggregate. The committee meeting held on February 10, 2026, marked a crucial step in the company's ongoing capital management strategy.
Finance Committee Approval and Meeting Details
The Finance Committee of Adani Ports and Special Economic Zone Limited convened on February 10, 2026, from 4:15 am to 4:45 am, approving the comprehensive tender offer structure. The committee also authorized the tender offer memorandum and dealer manager agreements required for the transaction.
| Meeting Details: | Information |
|---|---|
| Meeting Date: | February 10, 2026 |
| Meeting Duration: | 4:15 am to 4:45 am |
| Key Approvals: | Tender offer, memorandum, dealer agreements |
| Regulatory Filing: | Under Regulation 30 compliance |
Tender Offer Structure
The company is offering to purchase two categories of senior notes through separate tender offers:
| Note Category: | Principal Amount | Interest Rate | Maturity | Maximum Acceptance |
|---|---|---|---|---|
| Senior Notes | $345,137,000 | 4.00% | 2027 | $345,137,000 |
| Senior Notes | $150,000,000 | 3.10% | 2031 | $150,000,000 |
The 4.0% Senior Notes due 2027 represent the full outstanding amount of $345,137,000, while the 3.10% Senior Notes due 2031 represent a partial amount from the total outstanding principal of $500,000,000.
Pricing and Premium Structure
The tender offers include attractive pricing structures with early tender premiums for noteholders who submit their notes before the early tender deadline:
| Security: | Tender Offer Consideration | Early Tender Premium | Early Tender Offer Consideration |
|---|---|---|---|
| 4.0% Notes due 2027 | $988.50 per $1,000 | $2.50 per $1,000 | $991.00 per $1,000 |
| 3.10% Notes due 2031 | $907.50 per $1,000 | $2.50 per $1,000 | $910.00 per $1,000 |
Noteholders who tender their notes on or before the Early Tender Date of February 24, 2026, will receive both the tender offer consideration and the early tender premium.
Dealer Manager Agreement Terms
The Finance Committee approved dealer manager agreements with specific terms and conditions:
| Agreement Terms: | Details |
|---|---|
| Parties: | Company and Dealer Managers |
| Purpose: | Identify noteholders and solicit offers |
| Related Party Status: | No related party transaction |
| Promoter Connection: | No relationship with promoter group |
The company has provided representations, warranties, and indemnity to the dealer managers under the agreement. Cantor Fitzgerald & Co. and Jefferies Singapore Limited serve as dealer managers, while Sodali and Co Ltd. acts as the information and tender agent.
Timeline and Settlement Framework
The tender offers follow a structured timeline with specific deadlines:
| Milestone: | Date | Time |
|---|---|---|
| Early Tender Date | February 24, 2026 | 5:00 p.m. New York time |
| Withdrawal Deadline | February 24, 2026 | 5:00 p.m. New York time |
| Expiration Date | March 11, 2026 | 5:00 p.m. New York time |
| Early Settlement Date | February 27, 2026 | Expected |
| Final Settlement Date | March 16, 2026 | Expected |
Strategic Rationale and Compliance
The tender offers form part of Adani Ports and Special Economic Zone Limited's continuing capital management programme aimed at proactively optimizing its liability structure. The company intends to fund the note purchases through a combination of borrowed debt and existing cash reserves.
The company has filed the necessary regulatory disclosures under Regulation 30 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, with BSE Limited, National Stock Exchange of India Limited, and other relevant exchanges including Singapore Exchange Limited.
Tenders must be made in minimum denominations of $200,000 principal amount or higher integral multiples of $1,000. The tender offer memorandum and related documents are available through the transaction website at https://projects.sodali.com/adaniports .
Historical Stock Returns for Adani Ports & SEZ
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -3.04% | -2.43% | +8.12% | +12.11% | +36.68% | +112.83% |
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