Greenland seeks consents to extend 6¾% notes due 2022, waive covenant

By Marisa Wong

Los Angeles, May 27 – Greenland Global Investment Ltd. is inviting holders of its $488 million outstanding 6¾% notes due 2022 (ISIN: XS2016768439) guaranteed by Greenland Holding Group Co. Ltd. to consent to some amendments and waivers to the notes, according to a company announcement.

The issuer and guarantor are seeking to, among other things, extend the maturity of the notes, add a call option for the issuer to redeem all or some of the notes prior to maturity, provide for upfront payment of 10% of the principal amount then outstanding on the original maturity date and remove the covenant to maintain the listing status of the notes.

The company cited adverse effects on its operations, financial performance and short-term liquidity due to Covid-19 as reasons for the consent solicitation.

Holders will vote on an extraordinary resolution to implement the proposed amendments and waivers at a meeting scheduled for 4 a.m. ET on June 20 at the offices of Linklaters in Hong Kong.

Eligible noteholders under the consent solicitation are holders who are outside the United States and not a U.S. person as defined under Regulation S. Ineligible noteholders are holders who are either a U.S. person or located in the United States.

Holders delivering consent instructions in favor of the extraordinary resolution will be entitled to receive a consent fee in the case of eligible noteholders or an ineligible noteholder payment in the case of ineligible noteholders.

The company is offering an early consent fee or early ineligible noteholder payment of 1% for consent instructions delivered by 11 a.m. ET on June 10 and a base consent fee or base ineligible noteholder payment of 0.5% for consent instructions delivered after the early consent fee deadline and at or before 11 a.m. ET on June 15, the voting deadline.

Payment is expected to be made on June 21, which is also when the amendments will take effect, if the extraordinary resolution is passed.

The quorum and required majority to pass the extraordinary resolution depends on the eligible noteholders and is not conditioned on participation by the ineligible noteholders.

If a quorum is not achieved at the meeting, the meeting will be adjourned.

BOC International is the solicitation agent (attn.: head of debt capital markets, +852 3988 6302, Project.Greenland.LM@bocigroup.com).

Kroll Issuer Services Ltd. is the information and tabulation agent (+44 20 7704 0880, +852 2281 0114, greenland@is.kroll.com, attn.: Mu-yen Lo/Jacek Kusio).

The Shanghai-based real estate developer originally issued $500 million of the notes on June 25, 2019. As of May 27, an aggregate of $12 million of the notes is held by or on behalf of the issuer, the guarantor and their respective subsidiaries.

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