SYDNEY, April 20, 2026 (GLOBE NEWSWIRE) — Goodman Group (ASX: GMG) (“Goodman Group”) today announced a cash tender offer (the “Offer”) by Goodman US Finance Three, LLC, a Delaware limited liability company (“Goodman”), to purchase any and all of the outstanding 3.700% Guaranteed Senior Notes due 2028 (the “Notes”) as set forth in the table below.
The Offer is being made solely pursuant to the terms and conditions set forth in an Offer to Purchase, dated April 20, 2026 (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. The Offer is not conditioned on any minimum amount of the Notes being tendered. Subject to applicable law, Goodman may amend, extend or terminate the Offer in its sole discretion. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
| Series of Notes | CUSIP Numbers(1) | Aggregate Principal Amount Outstanding | U.S. Treasury Reference Security(2) | Bloomberg Reference Page(2) | Fixed Spread(3) |
| 3.700% Guaranteed Senior Notes due 2028 | 38239J AA9 (Rule 144A) U3827B AA5 (Reg. S) | US$525,000,000 | 3.875% UST due March 15, 2028 | FIT4 | +25 bps |
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(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) The consideration (the “Consideration”) payable per US$1,000 principal amount of Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified in the table above (the “Fixed Spread”), plus the yield to maturity of the U.S. Treasury Reference Security (the “Reference Yield”) based on the bid-side price of the U.S. Treasury Reference Security as quoted on the applicable Bloomberg Reference Page specified above (the “Reference Page”) at 10:00 a.m., New York City time, on April 27, 2026 (such date and time, as it may be extended, the “Price Determination Date”). The sum of the Fixed Spread and the Reference Yield is referred to as the “Repurchase Yield.” The calculation of the Consideration may be performed to either the Maturity Date or the Par Call Date for the Notes, as applicable, in accordance with standard market practice. The Consideration does not include Accrued Interest, which will be paid on Notes accepted for purchase by us as described in the Offer to Purchase.
(3) In addition to the Consideration, holders (each a “Holder” and, collectively, the “Holders”) of Notes accepted for purchase pursuant to the Offer, including Notes accepted pursuant to the Guaranteed Delivery Procedures described in the Offer to Purchase, will also receive Accrued Interest from, and including, the last interest payment date to, but not including, the Settlement Date (as defined herein). See “The Offer—Consideration.”
The Offer will expire at 5:00 p.m., New York City time, on April 27, 2026, unless extended or terminated (such time and date, as the same may be extended or terminated by Goodman in its sole discretion, subject to applicable law, the “Expiration Date”). Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on April 27, 2026 (such time and date, as the same may be extended by Goodman in its sole discretion, the “Withdrawal Deadline”), but may not thereafter be validly withdrawn, unless otherwise required by applicable law.
Holders of Notes must validly tender their Notes, or submit a Notice of Guaranteed Delivery and comply with the related procedures, prior to the Expiration Date, and not validly withdraw such tenders at or prior to the Withdrawal Deadline, in order to be eligible to receive the Consideration. Accrued and unpaid interest will be paid on all Notes validly tendered and accepted for purchase, including pursuant to the Guaranteed Delivery Procedures, 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. On the Price Determination Date, unless extended, Goodman will issue a press release specifying, among other things, the Consideration for the Notes validly tendered and accepted. Subject to all conditions to the Offer (including the Financing Condition (as defined below)) having been satisfied or waived by Goodman, Goodman expects to pay, on the Settlement Date, the Consideration plus Accrued Interest for all Notes that are (i) validly tendered at or prior to the Expiration Date (other than Notes tendered pursuant to the Guaranteed Delivery Procedures), (ii) not validly withdrawn at or prior to the Withdrawal Deadline, and (iii) accepted for purchase. For holders of Notes who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Offer to Purchase, the deadline to validly tender their Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be 5:00 p.m., New York City time, on April 29, 2026. Subject to all conditions to the Offer having been satisfied or waived by Goodman, Goodman expects to pay the Consideration plus Accrued Interest for all Notes validly tendered and accepted for purchase pursuant to the Guaranteed Delivery Procedures concurrently with the Settlement Date on the third business day after the Expiration Date, which is expected to be April 30, 2026, unless extended.
The purpose of the Offer is to purchase certain of the Notes. Concurrently with the Offer, Goodman Group expects to undertake an offering of one or more new series of senior notes that will mature beyond the Maturity Date of the Notes, including the notes that are the subject of the Financing Condition, thereby extending Goodman Group’s debt maturity profile. Notwithstanding any other provision of the Offer, Goodman will not be obligated to accept for purchase, or pay for, any Notes validly tendered and not validly withdrawn pursuant to the Offer if Goodman Group has not completed such a concurrent notes offering in an amount sufficient to fund the Offer, on terms and conditions satisfactory to Goodman, in its sole discretion, on or prior to the Settlement Date (the “Financing Condition”).
Additionally, Goodman Group and/or its affiliates may from time to time, after the consummation or termination of the Offer, purchase additional Notes in the open market, in privately negotiated transactions, additional tender offers, exchange offers or otherwise or Goodman may redeem additional Notes that remain outstanding following the Offer pursuant to their terms. Any future purchases or redemptions will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Goodman and/or its affiliates may choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes that remain outstanding after the consummation or termination of the Offer. This announcement does not constitute a notice of redemption under the provisions of the indenture governing the Notes.
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, the Financing Condition, and the concurrent senior notes offering), 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.
