NCIG Announces Expiration and Results of Cash Tender Offer for Any and All of its Outstanding 4.400% Guaranteed Senior Secured Notes due 2027
NEWCASTLE, Australia, Sept. 23, 2026
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NCIG Announces Expiration and Results of Cash Tender Offer for Any and All of its Outstanding 4.400% Guaranteed Senior Secured Notes due 2027
PR Newswire
NEWCASTLE, Australia, Sept. 23, 2026
NEWCASTLE, Australia, Sept. 23, 2026 /PRNewswire/ — Newcastle Coal Infrastructure Group Pty Ltd (the “Company”), a direct wholly-owned subsidiary of NCIG Holdings Pty Ltd (the “Parent Guarantor”), announced today the expiration and results of its previously announced cash tender offer (the “Offer”) for any and all of its outstanding 4.400% Guaranteed Senior Secured Notes due 2027 (the “Securities”).
Expiration and Results
The Offer was made pursuant to the Offer to Purchase dated September 8, 2026 (the “Offer to Purchase”) which sets forth a more detailed description of the Offer. The Offer expired at 5:00 p.m., New York City time, on September 23, 2026 (the “Expiration Date”). Withdrawal rights for the Securities expired at 5:00 p.m., New York City time, on September 23, 2026.
According to information provided by Global Bondholder Services Corporation, the tender and information agent for the Offer (the “Tender and Information Agent”), the aggregate principal amount of the Securities set forth in the table below under “Original Aggregate Principal Amount Tendered” had been validly tendered and not validly withdrawn in the Offer as of the Expiration Date.
|
Title of Security |
CUSIP / ISIN Numbers |
Current Original Principal |
Current Amortized |
Factor(1) |
Original Aggregate Principal |
|||||
|
4.400% Guaranteed Senior Secured Notes due 2027 |
144A: 65106W AA3 / Reg S: Q66345 AA9 / |
US$400,106,000.00 |
US$385,197,265.76 |
0.96273804 |
US$248,473,000.00 |
|
(1) |
The factor for the Securities (the “Factor”) is a number that represents a fraction (expressed as a decimal rounded to 8 decimal digits), the numerator of which represents the unpaid principal amount of the Securities and the denominator of which represents the current original principal amount outstanding of the Securities. |
The Company expects to accept for purchase all of the Securities validly tendered and not validly withdrawn at or prior to the Expiration Date. The Company urges the registered holders of the Securities (together, the “Holders” and each, a “Holder”) to read the Offer to Purchase carefully before making any decision with respect to the Offer. The Offer to Purchase may be obtained by contacting the Tender and Information Agent using the telephone number or email address found below under “Dealer Managers and Tender and Information Agent.”
Consideration and Accrued Interest
As previously announced, the Tender Offer Consideration (as defined in the Offer to Purchase) per original US$1,000 principal amount of Securities validly tendered and accepted for purchase is US$993.11, as determined at 3:00 p.m., New York City time, on September 23, 2026. The Settlement Date is expected to be September 28, 2026. In addition to the Total Consideration (as defined in the Offer to Purchase, being an amount equal to the product of (i) the original principal amount of such tendered and accepted Securities, times (ii) the Factor, times (iii) the Tender Offer Consideration), Holders whose Securities are accepted for purchase in the Offer will receive accrued and unpaid interest, rounded to the nearest cent, on the original US$1,000 principal amount of such Securities, from the last interest payment date up to, but not including, the Settlement Date.
Settlement
The Company anticipates that the Settlement Date for Securities validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted for purchase will be September 28, 2026, the third business day after the Expiration Date. The Company’s obligation to accept for purchase and to pay for the Securities validly tendered and not validly withdrawn at or prior to the Expiration Date in the Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the Financing Condition and the General Conditions (each as defined in the Offer to Purchase). The Company reserves the absolute right, subject to applicable law, to: (i) waive any and all conditions to the Offer; (ii) extend or terminate the Offer; or (iii) otherwise amend the Offer in any respect. If the Offer is terminated at any time, the Securities tendered pursuant to the Offer will be promptly returned to the tendering Holders.
Dealer Managers and Tender and Information Agent
Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are acting as the dealer managers for the Offer (together, the “Dealer Managers”). The Tender and Information Agent for the Offer is Global Bondholder Services Corporation. For additional information regarding the terms of the Offer, please contact: Citigroup Global Markets Inc. at +1 (212) 723-6106 (collect) or +1 (800) 558-3745 (toll-free) or by email at ny.liabilitymanagement@citi.com, or Goldman Sachs & Co. LLC at +1 (212) 343-9668 (collect) or +1 (800) 828-3182 (toll-free) or by emailing at Prospectus-ny@ny.email.gs.com. Requests for documents and questions regarding the tendering of Securities may be directed to Global Bondholder Services Corporation by telephone at (212) 430‐3774 (for banks and brokers only), (855) 654‐2015 (toll‐free) or 001‐212‐430‐3774 (international) or by email at contact@gbsc‐usa.com.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell with respect to any securities. The Offer is being made pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. The Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
None of the Company, the Parent Guarantor, their respective affiliates, their respective boards of directors, the Dealer Managers, the Tender and Information Agent or the trustee for the Securities is making any recommendation as to whether Holders should tender any of their Securities in connection with the Offer. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the original principal amount of Securities to tender. Holders should consult their own tax, accounting, financial and legal advisers as they deem appropriate regarding the suitability of the tax, accounting, financial and legal consequences of participating or declining to participate in the Offer.
About the Company
The Company owns and operates a Coal Export Terminal located at the Port of Newcastle in the Hunter Valley region of New South Wales in Australia and is an integral part of the Australian coal export industry. The Company’s facilities include rail, coal storage, ship loading facilities and associated infrastructure. The Company was formed in 2004 by its shareholders who are also customers of the Company’s Terminal services. The shareholders of the Company are entities that are owned by some of the largest mining companies in the world, including BHP Group Limited, Yancoal Australia Limited, Whitehaven Coal Mining Limited, Peabody Energy Corporation, Banpu Public Company Limited (Centennial Coal) and Malabar Resources Limited, who each owns coal assets in New South Wales, Australia.
Forward-Looking Statements
This release contains forward‐looking statements. Forward‐looking statements are information of a non‐historical nature or which relate to future events and are subject to risks and uncertainties, such as the timing and results of, and other expectations regarding, the Financing Condition and the Offer. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. You should not place undue reliance on these forward‐looking statements. Except as required by law or regulation, the Company does not undertake any obligation to update these forward‐looking statements.
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SOURCE Newcastle Coal Infrastructure Group Pty Ltd


