Fortescue Metals Group Ltd. Announces Expiration and Results of Tender Offers
PERTH, March 26, 2021 - FMG Resources (August 2006) Pty Ltd (the "Company"), an Australian corporation and a direct wholly-owned subsidiary of Fortescue Metals Group Ltd. ("Fortescue") (ASX: FMG), an Australian corporation, announced today that its previously announced cash tender offers for any and all of (i) the Company's 4.750% Senior Notes due 2022 (the "2022 Notes") and (ii) the Company's 5.125% Senior Notes due 2023 (the "2023 Notes" and, together with the 2022 Notes, the "Notes") expired at 5:00 p.m., New York City time, on March 25, 2021. According to the information provided by D.F. King & Co., Inc. ("D.F. King"), the Information Agent and Depositary for the tender offers, US$601,117,000 aggregate principal amount of the 2022 Notes and US$355,988,000 aggregate principal amount of the 2023 Notes were validly tendered and not validly withdrawn prior to or at the expiration of the tender offers. This amount excludes US$6,040,000 aggregate principal amount of the 2022 Notes and US$2,640,000 aggregate principal amount of the 2023 Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, as amended, dated March 18, 2021 (the "Amended Offer to Purchase"), provided in connection with the tender offers, which remain subject to the holders' performance of the delivery requirements under such procedures. The obligation of the Company to accept Notes tendered and to pay the consideration for the Notes is subject to satisfaction or waiver of certain conditions and other terms set forth in the Amended Offer to Purchase. If the conditions are met and/or waived, the Company expects to pay for such Notes on March 26, 2021. The settlement date for Notes accepted for purchase and delivered pursuant to the guaranteed delivery procedures set forth in the Amended Offer to Purchase is expected to be on March 30, 2021. Holders of Notes that were validly tendered and who did not validly withdraw their Notes prior to the expiration of the tender offers will receive total consideration of US$1,047.00 for each US$1,000 principal amount of 2022 Notes tendered and accepted for payment and US$1,070.00 for each US$1,000 principal amount of 2023 Notes tendered and accepted for payment, in each case plus accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the applicable settlement date.
The Company and Fortescue have retained J.P. Morgan Securities LLC ("J.P. Morgan") as the Dealer Manager for the tender offers. D.F. King is acting as the Information Agent and Depositary for the tender offers. For additional information regarding the terms of the tender offers, please contact J.P. Morgan at (866) 834-4087 (toll-free) or (212) 834-4087 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to D.F. King by telephone at (866) 796-7179 (toll-free), facsimile at (212) 709-3328, or by email at fmg@dfking.com. Copies of the Amended Offer to Purchase, Letter of Transmittal and the Notice of Guaranteed Delivery may be accessed at www.dfking.com/fmg.
This news release does not constitute an offer or an invitation to participate in the tender offers. The tender offers are being made pursuant to the Amended Offer to Purchase, dated March 18, 2021, and only in such jurisdictions as is permitted under applicable law.
Certain statements in this press release, including those describing the completion of the tender offers, constitute forward-looking statements. These statements are not historical facts but instead represent only Fortescue's belief regarding future events, many of which, by their nature, are inherently uncertain and outside Fortescue's control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements.
SOURCE Fortescue Metals Group Ltd.
Contact
Penelope Stonier, Group Manager Funding, Phone: +61 8 6218 8410, Email: pstonier@fmgl.com.au.