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Goodman Group (ASX: GMG) has announced a cash tender offer by Goodman US Finance Three, LLC to purchase any and all outstanding 3.700% Guaranteed Senior Notes due 2028.
The tender offer is being made solely under the terms and conditions of an Offer to Purchase dated April 20, 2026. The offer is not conditioned on any minimum amount of notes being tendered. Subject to applicable law, Goodman may amend, extend or terminate the offer at its discretion.
The offer will expire at 5:00 p.m., New York City time, on April 27, 2026, unless extended or terminated. Notes tendered may be withdrawn at or prior to 5:00 p.m. on April 27, 2026 (the “Withdrawal Deadline”), but may not be withdrawn thereafter unless required by applicable law.
Accrued and unpaid interest will be paid on all notes validly tendered and accepted for purchase, including under the Guaranteed Delivery Procedures, from the last interest payment date up to, but not including, the Settlement Date.
The purpose of the offer is to purchase certain of the notes. Concurrently, 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, extending Goodman Group’s debt maturity profile.
Goodman will not be obligated to accept for purchase, or pay for, any notes validly tendered and not validly withdrawn if Goodman Group has not completed the concurrent notes offering in an amount sufficient to fund the offer, on terms and conditions satisfactory to Goodman, in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”).
After the offer is consummated or terminated, Goodman Group and/or its affiliates may purchase additional notes in the open market, in privately negotiated transactions, through additional tender offers or exchange offers, or Goodman may redeem additional notes that remain outstanding following the offer pursuant to their terms. Any future purchases or redemptions would depend on factors existing at that time, and there is no assurance which alternatives (or combinations) may be pursued.
This announcement does not constitute a notice of redemption under the indenture governing the notes.
Holders are urged to read the Offer to Purchase carefully before making any decision. The Offer to Purchase and the related Notice of Guaranteed Delivery can be accessed at: https://clients.dfkingltd.com/goodman-us_.
Holders in any doubt as to the contents of the Offer to Purchase or the action they should take are recommended to seek independent financial, tax or legal advice.
Goodman Group is a provider of essential infrastructure needed to power the digital economy. It owns, develops and manages logistics properties and data centers close to consumers in key cities around the world. As of April 10, 2026, Goodman Group is among the largest listed property groups by market capitalization on the ASX and has a portfolio of global assets across multiple markets.
The announcement includes forward-looking statements subject to risks and uncertainties. Goodman does not undertake any obligation to publicly update forward-looking statements.
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