Adani Ports Approves $450 Million Tender Offer to Buy Back Overseas Bonds

Ahmedabad, July 16, 2025: Adani Ports and Special Economic Zone Limited (APSEZ), India’s largest private sector port operator, has approved a cash tender offer of up to $450 million to repurchase part of its outstanding US dollar-denominated bonds.

In a regulatory filing under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company disclosed that its Finance Committee met on July 16, 2025, and approved the tender offer to repurchase portions of three outstanding series of senior notes maturing in 2027 and 2029.

This move is seen as part of Adani Ports’ proactive debt management strategy to optimise its capital structure, reduce foreign currency liabilities, and strengthen its balance sheet.

Details of the Tender Offer

According to the exchange filing, APSEZ will invite noteholders to tender their bonds for cash in the following amounts:

✅ Up to US$ 200 million in principal of its US$500 million 4.00% Senior Notes due July 2027.
✅ Up to US$ 125 million in principal of its US$750 million 4.20% Senior Notes due August 2027.
✅ Up to US$ 125 million in principal of its US$750 million 4.375% Senior Notes due July 2029.

Together, this adds up to a maximum buyback size of US$450 million in principal.

The company had previously intimated the stock exchanges on May 28 and May 31, 2025, about the intention to consider such a transaction.

Why is Adani Ports Doing This?

Repurchasing foreign currency bonds via tender offer is a common liability management strategy used by large corporates to:

✅ Reduce debt on their balance sheet.
✅ Manage foreign exchange risks.
✅ Improve credit profile and leverage ratios.
✅ Optimise interest costs by retiring relatively costlier debt.
✅ Demonstrate strong cash flow and liquidity position to investors.

Adani Ports has previously outlined its intent to maintain prudent leverage metrics and enhance shareholder value through disciplined capital allocation.

Dealer Manager Agreement Approved

In addition to greenlighting the tender offer itself, the Finance Committee also approved:

✅ The Tender Offer Memorandum to be shared with eligible bondholders.
✅ The Dealer Manager Agreement with international investment banks acting as dealer managers.

The Dealer Managers will identify and contact holders of the targeted bonds, solicit offers to sell, and facilitate the repurchase process.

Key Terms of the Dealer Manager Agreement:

• Purpose: To identify and solicit offers from noteholders to sell, and enable the company to buy back the notes.

• Size: Linked to the total buyback size of up to US$450 million.

• Representations and Warranties: APSEZ will provide standard representations, warranties, indemnities, and undertakings to the Dealer Managers.

• Related Party Status: None of the Dealer Managers are related to Adani Ports’ promoter group or group companies.

• Related Party Transactions: The tender offer is not a related party transaction.

Impact on Bondholders

Eligible holders of these three series of Adani Ports’ USD bonds will receive a formal Tender Offer Memorandum outlining:

✅ The purchase price (to be determined via the tender process).
✅ Timelines and settlement mechanics.
✅ Instructions for participating in the offer.

This process will be entirely voluntary for bondholders.

By buying back part of its debt at potentially favourable prices in the secondary market, Adani Ports can lower its overall debt load while offering existing investors an exit option.

Financial Prudence and Global Strategy

Adani Ports has long positioned itself as India’s gateway to the world, with ports, terminals, and logistics assets along India’s coastline and investments in international ports.

Its foreign currency bond issuances have helped fund:

✅ Port acquisitions and expansions.
✅ Logistics infrastructure.
✅ Debt refinancing.

With this tender offer, the company is showing commitment to responsible debt management at a time when global interest rates and FX volatility remain important considerations for Indian corporates with offshore borrowings.

No Change in Share Capital or Related Party Elements

Adani Ports also clarified in the filing that:

✅ No equity shares are being issued as part of this transaction.
✅ It is not a related-party transaction.
✅ The Dealer Managers have no shareholding in Adani Ports, nor are they related to its promoter group.

This ensures transparency and adherence to regulatory best practices under SEBI LODR.

Meeting Timeline and Disclosure Norms

The Finance Committee meeting to approve this tender offer was held on July 16, 2025, from 4:15 am to 4:45 am IST.

Adani Ports, as a listed entity, has promptly disclosed the outcome to:

✅ BSE Limited
✅ National Stock Exchange of India Limited (NSE)
✅ India International Exchange (IFSC) Limited (India INX)
✅ Singapore Exchange (SGX) (since its USD bonds are also listed overseas)

Such multi-exchange disclosures ensure fair and transparent communication to both domestic and international investors.

About Adani Ports and Special Economic Zone Limited

APSEZ is India’s largest private port operator and integrated logistics player. Its vast portfolio includes:

✅ Mundra Port (flagship) in Gujarat.
✅ Multiple terminals along India’s west and east coasts.
✅ Logistics parks, inland container depots, and rail connectivity.
✅ International assets in Australia, Sri Lanka, and Israel.

The company aims to handle over 500 million tonnes of cargo annually by 2030, expanding its global footprint while maintaining financial discipline.

Conclusion

Adani Ports’ $450 million tender offer represents a proactive move to optimise its debt profile, strengthen its balance sheet, and reduce foreign currency liabilities.

It also signals robust liquidity and strong cash flow generation, allowing it to manage its capital structure prudently while continuing to fund expansion and infrastructure development.

Investors and analysts will closely watch the tender offer process and its final results to gauge the company’s debt reduction success and its broader impact on credit ratings and future borrowing costs.

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