#Senior Secured Notes #Tender Offer #Australia #Melbourne #Transurban Finance

Transurban Finance Company Announces Tender Offer

On November 17, 2025, Transurban Finance Company Pty Ltd, known as the Offeror, declared a significant cash tender offer targeting its outstanding $550,000,000 3.375% Guaranteed Senior Secured Notes maturing in 2027. This financial move, aimed at refinancing its existing debt, allows investors to participate in a structured offer where specific terms and conditions apply.

Overview of the Offer

The Offeror's plan involves buying back a selected amount of Notes up to what is termed the Maximum Acceptance Amount. This amount represents an aggregate principal equivalent to the cash value of EUR 500 million, deducting any amounts payable for other Euro Notes accepted in concurrent Euro Tender Offers. Such measures are part of the company’s effort to optimally manage its debt profile and extend maturity terms.

The tender price for the Notes, inclusive of specific features like an Early Tender Premium, has been structured to encourage participation. Specifically, an Early Tender Deadline has been set for December 2, 2025, by which noteholders can submit their participation without the risk of withdrawal later.

Key Details

The tender offer encompasses:

• - Description of Notes: 3.375% Guaranteed Senior Secured Notes due in 2027.
• - Outstanding Amount: US$550 million.
• - Early Tender Premium: $30 per $1,000.
• - Reference Security: 4.25% UST due March 15, 2027.
• - Fixed Spread: 25 basis points.

Noteholders who accept this offering will also receive accrued interest on their tendered Notes, ensuring that all investors are compensated for their holdings during the tender process. Moreover, those who act before the Early Tender Deadline can benefit from the enhanced Early Tender Offer Consideration.

Rationale Behind the Offer

The rationale for introducing this tender offer stems from Transurban's broader strategy of restructuring and refinancing a portion of its debt before maturity deadlines. Paired with forthcoming initiatives to issue new debt securities, the Offer aims to better align the company’s future financial commitments. Additionally, concurrent to this offer, Transurban has initiated separate Euro Tender Offers targeted at qualified investors, facilitating a robust refinancing strategy across different markets.

Conditions and Timelines

Participation in the Offer is contingent upon fulfilling set conditions, including the successful completion of issuing new euro-denominated fixed rate notes. An indicative timeline unveils crucial deadlines:

• - Commencement: November 17, 2025
• - Early Tender Deadline: December 2, 2025
• - Expiration Deadline: December 17, 2025

These deadlines dictate the flow of transactions and will guide investors on the timing of their submissions.

Investment Considerations

Investors are urged to evaluate the Offer to Purchase meticulously, understanding the implications of engaging in this cash tender. The announcement clarifies that it does not serve as an invitation to buy or sell notes or other securities, observing compliance with relevant securities laws, thus ensuring all stakeholders respect regulatory boundaries.

Conclusion

Transurban Finance's proactive approach to managing its debt through this cash tender offer reflects its commitment to maintaining a sustainable financial position. By inviting noteholders to participate actively, the Offeror sets a stage for a streamlined refinancing journey. Interested investors should seek counsel to navigate these transactions effectively. For full details on the Offer, interested parties can access the official Offer to Purchase document online.