Greater Noida: Adani Ports and Special Economic Zone Limited (the “Company”) announced on Tuesday
that it has commenced tender offers to purchase for cash (the “Tender Offers”) up to:
(i) US$345,137,000 in aggregate principal amount of the outstanding 4.0% Senior Notes due 2027, Common Code: 163626683, ISIN: XS1636266832 (Regulation S) and CUSIP: 00652M AD4, ISIN: US00652MAD48 (Rule 144A) (the “4.0% Notes”); and
(ii) US$150,000,000 in aggregate principal amount of the outstanding 3.10% Senior Notes due 2031, CUSIP: Y00130XS1, ISIN: USY00130XS17 (Regulation S) and CUSIP: 00652MAH5, ISIN: US00652MAH51 (Rule 144A) (the “3.10% Notes”),
in each case, as such amount may be increased or decreased (the “Maximum Acceptance Amount”).
The Tender Offers are being made pursuant to a Tender Offer Memorandum, dated February 10, 2026 (the “Tender Offer Memorandum”), which is available on the transaction website (the “Transaction Website”) https://projects.sodali.com/adaniports.
The Tender Offers are being made as part of the Company’s continuing capital management programme and to further proactively optimize its liability structure. After the successful completion of this Tender Offers, the Company expects certain aggregate principal amount of 3.10% Notes to remain outstanding (“Outstanding Notes”).
The Company intends to fund the Notes accepted for purchase in the Tender Offers from a mix of borrowed debt and its cash reserves.
Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
The Tender Offers will expire at 5:00 p.m., New York time, on March 11, 2026, unless extended or earlier terminated as described in the Tender Offer Memorandum (such date, as it may be revised, the “Expiration Date”).
Subject to the terms and conditions in this Tender Offer Memorandum, the Company hereby also offers to pay to each Holder who validly tenders its Notes on or prior to the Early Tender Date (being 5:00 p.m., New York time, on February 24, 2026) and does not validly withdraw such Notes an amount in cash (the “Early Tender Premium”) equal to:
(i) US$2.5 per US$1,000 principal amount of the 4.0% Notes tendered and accepted by the Company; or
(ii) US$2.5 per US$1,000 principal amount of the 3.10% Notes tendered and accepted by the Company.
The consideration for the Notes validly tendered and not validly withdrawn (the “Tender Offer
Consideration”) is:
(i) US$988.5 per US$1,000 principal amount for the 4.0% Notes tendered and accepted by the Company; or
(ii) US$907.5 per US$1,000 principal amount for the 3.10% Notes tendered and accepted by the Company.
Holders who validly tender and do not validly withdraw their Notes on or prior to the Withdrawal Deadline, and whose Notes are accepted for payment by the Company, will receive the Tender Offer Consideration and the Early Tender Premium (together, the “Early Tender Offer Consideration”). Holders will receive accrued interest in respect of their purchased Notes (the “Accrued Interest”) up to, but not including, as applicable, the Early Settlement Date or the Final Settlement Date (each as defined below) for all of their Notes that the Company accepts for purchase, pursuant to the Tender Offers, in each case, subject to the Maximum Acceptance Amount and proration (each as may be applicable). Accrued Interest will be paid in cash (rounded to the nearest cent with half a cent rounded upwards) equal to the Accrued Interest on the relevant Notes validly tendered and accepted for purchase by the Company.
The Maximum Acceptance Amount for the 4.0% Notes is US$345,137,000 and 3.10% Notes is US$150,000,000. The Company reserves the right, but is under no obligation, to increase or decrease the Maximum Acceptance Amount. If the Company increases or decreases the Maximum Acceptance Amount, the Company does not expect to extend the Withdrawal Deadline, subject to compliance with applicable law. Only Notes validly tendered and not validly withdrawn at or before the Early Tender Date will be eligible to receive the Early Tender Offer Consideration. Notes validly tendered after the Early Tender Date but at or before the Expiration Date will be eligible to receive only the Tender Offer Consideration but not the Early Tender Offer Consideration.
The following table shows information regarding the Notes subject to the Tender Offers as well as the principal amount outstanding and the consideration with respect to the Notes:
(1) Aggregate principal amount outstanding as of February 10, 2026.
(2) Per US$1,000 principal amount of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date that are accepted for purchase by the Company pursuant to the Tender Offers.
(3) Holders will also receive accrued interest from the last interest payment date up to, but not including, as applicable, the Early Settlement Date or the Final Settlement Date.
(4) Per US$1,000 principal amount of Notes validly tendered and not validly withdrawn on or prior to the Expiration Date but after the Early Tender Date that are accepted for purchase by the Company pursuant to the Tender Offers.
(5) If the aggregate principal amount of Notes validly tendered in the Tender Offers exceeds the Maximum Acceptance Amount, tender instructions may be prorated such that the Maximum Acceptance Amount is not exceeded. See “Conditions of the Tender Offers — Proration” in the Tender Offer Memorandum.
