News Corporate Actions Adani Ports Launches $495 Million Cash Tender Offer for Senior Notes Due 2027 and 2031Adani Ports Launches $495 Million Cash Tender Offer for Senior Notes Due 2027 and 2031
Adani Ports and Special Economic Zone Limited has launched cash tender offers worth up to $495.14 million for two series of senior notes. The offers target $345.14 million of 4.0% Senior Notes due 2027 and $150 million of 3.10% Senior Notes due 2031. Early tender premiums of $2.50 per $1,000 principal amount are available for notes submitted by February 24, 2026, with final expiration on March 11, 2026. The initiative is part of the company's capital management strategy to optimize its liability structure.
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Adani Ports & SEZ has announced the commencement of cash tender offers to purchase senior notes worth up to $495.14 million in aggregate, as part of its ongoing capital management strategy. The tender offers target two series of outstanding senior notes with different maturity dates and interest rates.
Tender Offer Details
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. Those tendering after this date but before the expiration will receive only the base tender offer consideration.
Timeline and Settlement Dates
The tender offers follow a structured timeline with specific deadlines and settlement arrangements:
| 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 |
Notes tendered may be withdrawn at or before the Withdrawal Deadline but not thereafter, except as mandated by applicable law. The company reserves the right to extend, terminate, or modify the tender offers subject to applicable law.
Strategic Rationale and Funding
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.
After successful completion of the tender offers, the company expects certain aggregate principal amounts of the 3.10% Notes to remain outstanding, given that only $150 million of the total $500 million outstanding is being targeted for repurchase.
Professional Services and Contact Information
The company has engaged professional service providers to manage the tender offers. Cantor Fitzgerald & Co. and Jefferies Singapore Limited serve as dealer managers, while Sodali and Co Ltd. acts as the information and tender agent. The tender offer memorandum and related documents are available through the transaction website at https://projects.sodali.com/adaniports .
Tenders must be made in minimum denominations of $200,000 principal amount or higher integral multiples of $1,000. If the aggregate principal amount tendered exceeds the maximum acceptance amounts, the company may implement proration procedures as detailed in the tender offer memorandum.
Source:
Historical Stock Returns for Adani Ports & SEZ
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +0.71% | +9.99% | +6.01% | +14.23% | +34.16% | +168.31% |
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