#Senior Secured Notes #Australia #NCIG Holdings #Newcastle Coal #Newcastle

NCIG Announces Pricing Terms for Cash Tender Offer

On September 23, 2026, Newcastle Coal Infrastructure Group Pty Ltd, a fully-owned subsidiary of NCIG Holdings Pty Ltd, disclosed the pricing terms for its cash tender offer aimed at its outstanding 4.400% Guaranteed Senior Secured Notes due in 2027. This announcement came in conjunction with the Offer to Purchase made public on September 8, 2026. The offer is set to expire at 5:00 PM NY time on September 23, unless extended or terminated earlier by the company.

As part of the tender offer, holders of the notes, referred to as 'Holders,' are given the opportunity to withdraw their tendered securities until the expiration date, except in specific circumstances as dictated by law. The company has emphasized the importance of reading the Offer to Purchase in detail before making any decisions regarding the tender offer.

Details of the Offer

The pricing table provides crucial information regarding the securities involved, including the Reference Yield and Tender Offer Consideration. The 4.400% Guaranteed Senior Secured Notes have CUSIP numbers 65106W AA3 and Q66345 AA9, with a reference yield tied to the 3.500% UST due September 30, 2027, and a fixed spread of 50 basis points. As stated, the tender offer consideration is set at $993.11 per original $1,000 principal amount, making it a significant move for the company as it continues to manage its financial obligations.

Considerations and Settlement

Holders of the securities who tender their notes will receive the total consideration—which is calculated based on the tendered amount multiplied by the applicable factor and tender offer consideration. Furthermore, those whose securities are accepted will also receive accrued interest calculated from the last payment date up to the settlement date, which is expected to be September 28, 2026.

The company maintains that the acceptance of securities is contingent upon the fulfillment of several conditions, including a financing condition outlined in the Offer to Purchase. It reserves the right to modify or terminate the offer as per legal stipulations, or to extend it if necessary. Any securities tendered in the event of a termination will be promptly returned to the holders, ensuring a level of protection for their investments.

Contact Points for Further Information

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are serving as dealer managers for this tender offer. For holders seeking detailed information, they can contact Citigroup Global Markets at +1 (212) 723-6106 or Goldman Sachs at +1 (212) 343-9668. Additionally, Global Bondholder Services Corporation is the designated tender and information agent, providing further support for queries regarding the tender process.

The announcement emphasizes that this release is solely for informational purposes and does not constitute an offer to buy or solicit an offer to sell any securities. Would-be participants are encouraged to consult their own financial and legal advisors to fully understand the implications of participating in the tender offer.

About Newcastle Coal Infrastructure Group

Newcastle Coal Infrastructure Group plays a vital role in Australia's coal export industry, operating a terminal located at the Port of Newcastle in New South Wales' Hunter Valley region. Formed in 2004, the company's shareholders are primarily entities affiliated with some of the largest mining companies globally. With significant infrastructure in place, including rail and ship-loading capabilities, NCIG remains a key player in facilitating coal exports from Australia.

By keeping investors informed and providing necessary resources, NCIG continues to enhance transparency and maintain solid communication with its stakeholders as it navigates this financial maneuver.