SYDNEY, April 27, 2026 (GLOBE NEWSWIRE) — Goodman Group (ASX: GMG) (“Goodman Group”) today announced the expiration and results of the previously announced cash tender offer (the “Offer”) by Goodman US Finance Three, LLC, a Delaware limited liability company (“Goodman”), to purchase any and all of its outstanding 3.700% Guaranteed Senior Notes due 2028 (the “Notes”). The Offer was made pursuant to the terms and conditions set forth in the Offer to Purchase, dated April 20, 2026 (the “Offer to Purchase”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
The Offer expired at 5:00 p.m., New York City time, today, April 27, 2026 (the “Expiration Date”). As of 5:00 p.m., New York City time, today, April 27, 2026 (the “Withdrawal Deadline”), tendered Notes may no longer be validly withdrawn. According to information provided by the Depositary and Information Agent, US$396,251,000 aggregate principal amount of the Notes were validly tendered (other than pursuant to the guaranteed delivery procedures set forth in the Offer to Purchase (the “Guaranteed Delivery Procedures”)) at or prior to the Expiration Date and not validly withdrawn at or prior to the Withdrawal Deadline, as set forth in the table below. In addition, Notices of Guaranteed Delivery in respect of US$390,000 aggregate principal amount of the Notes were submitted at or prior to the Expiration Date, as set forth in the table below.
Excluding Notes delivered pursuant to the Guaranteed Delivery Procedures (which remain subject to the Holders’ performance of the relevant delivery requirements set forth in the Offer to Purchase and the Notice of Guaranteed Delivery), Goodman intends to accept for purchase US$396,251,000 aggregate principal amount of the Notes pursuant to the Offer.
Series of Notes | CUSIP Numbers(1) | Aggregate Principal Amount Outstanding | Aggregate Principal Amount Tendered(2) | Principal Amount Reflected in Notices of Guaranteed Delivery |
| 3.700% Guaranteed Senior Notes due 2028 | 38239J AA9 (Rule 144A) U3827B AA5 | US$525,000,000 | US$396,251,000 | US$390,000 |
| _________________________________ (1) No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this announcement or printed on the Notes. Such information is provided solely for the convenience of Holders of the Notes. (2) This amount excludes the principal amount of Notes for which Holders have delivered Notices of Guaranteed Delivery, which remain subject to compliance with the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be transferred at or prior to 5:00 p.m., New York City time, on April 29, 2026. |
Holders of Notes tendering their Notes other than pursuant to the Guaranteed Delivery Procedures must have validly tendered their Notes at or prior to the Expiration Date, and not validly withdrawn their Notes at or prior to the Withdrawal Deadline, in order to be eligible to receive US$993.64 in cash for each $1,000 principal amount of the Notes (the “Consideration”) on the Settlement Date. Holders of Notes tendering their Notes pursuant to the Guaranteed Delivery Procedures must have submitted a Notice of Guaranteed Delivery at or prior to the Expiration Date, and must comply with the related Guaranteed Delivery Procedures by the Guaranteed Delivery Date, in order to be eligible to receive the Consideration, which is expected to be paid to such Holders on or about April 30, 2026. In addition to the Consideration, Holders whose Notes are accepted for purchase, including pursuant to the Guaranteed Delivery Procedures, will receive a cash payment representing the accrued and unpaid interest on such Notes from, and including, the last interest payment date up to, but not including, the settlement date (the “Settlement Date”), which is expected to be on or about April 30, 2026, unless extended. Interest will cease to accrue on the Settlement Date for all accepted Notes, including those tendered through the Guaranteed Delivery Procedures.
Dealer Managers and Depositary and Information Agent
Goodman has retained HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC to act as the Dealer Managers and D.F. King, including D.F. King Ltd. and D.F. King & Co., Inc., to act as the Depositary and Information Agent in connection with the Offer. For additional information regarding the terms of the tender offer, please contact HSBC Securities (USA) Inc. at 1-888-HSBC-4LM (U.S. toll-free), +852 3941 0223 (Hong Kong), +44 207 992 6237 (London) or +1 (212) 525-5552 (New York), or J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-3554 (collect). Requests for copies of the Offer to Purchase and questions regarding the tendering of Notes may be directed to the Depositary and Information Agent at +1 (646) 677-2521 (for banks and brokers) or +1 (800) 817-5468 (all others, toll-free) or email GoodmanUS@dfkingltd.com. The Offer to Purchase and the related Notice of Guaranteed Delivery can be accessed at the following link: https://clients.dfkingltd.com/goodman-us.
Important Notice
This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer. If any holder of Notes is in any doubt as to the contents of the Offer to Purchase or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or other intermediary must contact such entity if it wishes to tender such Notes pursuant to the Offer. None of Goodman, Goodman Group, the Dealer Managers, the Depositary and Information Agent or the Trustee (nor any director, officer, employee, agent or affiliate of any such person) makes any recommendation whether holders of Notes should tender or refrain from tendering Notes in the Offer, and no one has been authorized by any of them to make such a recommendation. Holders of Notes must make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender.
This announcement is for informational purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any security. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. The Offer is only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offer.
Each holder of Notes participating in the Offer will also be deemed to give certain representations in respect of the other jurisdictions generally as set out in the section “The Offer—Procedure for Tendering Notes—Representations, Warranties and Undertakings” of the Offer to Purchase. Any tender of Notes for purchase from a holder of Notes that is unable to make these representations will not be accepted. Each of Goodman, its affiliates, the Dealer Managers and the Depositary and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Notes for purchase, whether any such representation given by a holder of Notes is correct and, if such investigation is undertaken and as a result Goodman determines (for any reason) that such representation is not correct, such tender shall not be accepted.
About Goodman Group
Goodman Group is a provider of essential infrastructure needed to power the digital economy. Goodman Group owns, develops and manages high quality logistics properties and data centers that are close to consumers in key cities around the world. Goodman Group operates in the core markets of Australia, the United States, Greater China and Japan in Asia, Germany, France, Spain, Belgium, the Netherlands and Italy in Continental Europe, the United Kingdom and Brazil, in addition to having a significant investment in New Zealand. As at April 10, 2026, based on its equity market capitalization of A$57.2 billion (US$40.5 billion), Goodman Group is the largest property group listed on the ASX and one of the largest listed specialist investment managers and developers of industrial property and data centers globally. As at December 31, 2025, Goodman Group had over 1,000 employees across 28 offices worldwide. As at the date of this announcement, Goodman Group has a portfolio of 23 directly owned stabilized properties and co-invests in a larger portfolio of assets held in partnerships. Goodman Group manages nearly all of these partnerships, which gives its investment partners access to its specialist services and property exposure.
Forward-Looking Statements
This announcement contains forward-looking statements. Some of these statements can be identified by terms and phrases such as “anticipate”, “should”, “likely”, “foresee”, “forecast”, “target”, “believe”, “estimate”, “expect”, “intend”, “continue”, “should”, “could”, “may”, “plan”, “project”, “predict”, “will”, and similar expressions and include references to assumptions that we believe are reasonable and relate to our future prospects, developments and business strategies. Such statements reflect our current views and assumptions with respect to future events and are subject to risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. The statements in this announcement that are not historical facts, such as statements regarding the expected timing and results of the Offer, Goodman’s ability to complete the Offer, other terms and conditions of the Offer (including the timing and results of, and other expectations regarding, the Offer), are forward-looking statements that are based on current expectations. Although Goodman believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Forward-looking statements, like all statements in this announcement, speak only as of the date of this announcement (unless another date is indicated). Goodman does not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
