CapitaLand accepts all tenders of convertibles from three series, gets needed consents

By Marisa Wong

Los Angeles, April 29 – CapitaLand Ltd. announced the success of its tender offers and consent solicitations launched on April 7, according to Thursday press releases.

CapitaLand is conducting separate tender offers and corresponding consent solicitations for its S$1 billion 2.95% convertible bonds due 2022 (ISIN: XS0303539786), S$800 million 1.95% convertible bonds due 2023 (ISIN: XS0974088402) and S$650 million 2.8% convertible bonds due 2025 (ISIN: XS1234197074).

Under each of the offers, CapitaLand invited holders to tender any and all of the bonds for purchase for cash and approve some changes to the terms of the bonds.

The company said it has accepted for purchase all of the bonds tendered by the expiration of the offers at 8:45 a.m. ET on April 27. Settlement will be on May 4.

In addition, the company said the extraordinary resolutions presented at each of the meetings held on April 29 were passed. As a result, the company executed a supplemental trust deed for each of the bonds effecting the proposed changes and will pay a consent fee to eligible holders on the settlement date.

As previously reported, for each bond series, the company sought to remove the requirement to maintain a listing of its shares on the Singapore Exchange Securities Trading Ltd. and to amend the redemption price and threshold for issuing a clean-up call.

Holders who tendered their notes were deemed to have consented to the proposed amendments.

As of the early consent deadline at 8:45 a.m. ET on April 20, the issuer had already received sufficient consents to amend each of the bond series.

The company had said it intends to exercise the clean-up call for each bond series for which the clean-up call amendment is approved and the amount of bonds outstanding after settlement of the tender offer is less than the amended threshold.

2022 offer

As of the expiration time, holders had tendered S$280.25 million, or 85.8%, of the S$326.75 million outstanding 2022 bonds.

CapitaLand will purchase all of the tendered 2022 bonds at 103.

The company proposed to amend the clean-up call threshold to S$250 million.

A bondholders’ meeting was held at 5 a.m. ET on April 29. A second meeting was held at 5:45 a.m. ET that same day.

As of the early consent deadline, holders of more than 80% of the outstanding 2022 bonds had delivered tender instructions and voting instructions to have their votes cast in favor of the extraordinary resolution.

2023 offer

As of the expiration time, holders had tendered S$177 million, or 88.8%, of the S$199.25 million outstanding 2023 bonds.

CapitaLand will purchase all of the tendered 2023 bonds at 101.4.

The company proposed to amend the clean-up call threshold to S$200 million.

A bondholders’ meeting was held at 6:30 a.m. ET on April 29. A second meeting was held at 7:15 a.m. ET that same day.

As of the early consent deadline, holders of more than 90% of the outstanding 2023 bonds had delivered tender instructions and voting instructions to have their votes cast in favor of the extraordinary resolution.

2025 offer

Holders had tendered S$639.75 million, or 98.4%, of the S$650 million outstanding 2025 bonds by the expiration of the offer.

All of the tendered bonds will be purchased at 105.1.

The company proposed to amend the clean-up call threshold to S$162.5 million.

A bondholders’ meeting was held at 8 a.m. ET on April 29. A second meeting was held at 8:45 a.m. ET that same day.

As of the early consent deadline, holders of more than 90% of the outstanding 2025 bonds had delivered tender instructions and voting instructions to have their votes cast in favor of the extraordinary resolution.

J.P. Morgan (SEA) Ltd. is dealer manager for each of the offers, and Lynchpin Bondholder Management Ltd. is tender and tabulation agent.

The real estate group is based in Singapore.

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