Xinyuan Real Estate swaps $207.68 million of 2021 notes for new notes

By Marisa Wong

Los Angeles, Oct. 26 – China’s Xinyuan Real Estate Co., Ltd. announced it completed its offer to exchange up to $207.68 million of its 14.2% senior notes due 2021 (ISIN: XS1943449022) for new notes and cash.

On Oct. 15, holders exchanged $207.68 million of the 2021 notes for $205,401,000 of new notes and $19,101,080 of cash consideration, according to a Monday press release.

All remaining 2021 notes that have not been tendered and accepted for exchange were redeemed at their maturity in full.

As previously reported, tendering noteholders had one of two choices.

One option was a cash payment of $60, inclusive of a $50 upfront fee and an incentive fee of $10, plus $950 million of new 14.2% senior notes due 2023 and accrued interest on the existing notes paid in cash and cash in lieu of any fractional amount of notes.

The second option was a cash payment of a $10 incentive fee plus $1,000 of new notes with accrued interest on the existing notes also paid in new notes and cash in lieu of any fractional amount of notes.

Tendering noteholders were also deemed to have delivered consent to waivers and a release.

By tendering their notes for exchange, noteholders waived any and all rights on the existing notes, waived any and all actual or potential defaults or events of default that had occurred or could be continuing on the exchange settlement date and released and discharged the company from any and all claims the holder may have had on the existing notes.

A majority of noteholders had to consent to the waivers and the release.

The company was downgraded by S&P Global Ratings to CCC from B- on Sept. 23. The downgrade was based on a lack of transparency because of delayed financial statements and questions about whether the issuer could repay the $229 million of 2021 notes at their maturity in October.

The exchange offer expired at 11 a.m. ET on Oct. 12.

Settlement for the new notes was set for Oct. 15, with the cash consideration subject to a seven-day grace period.

D.F. King & Co., Inc. was the information and tender agent for the offer (+44 20 7920 9700, +852 3953 7208, xinyuan@dfking.com, https://sites.dfkingltd.com/xinyuan).

Xinyuan is a Beijing-based real estate developer and property manager with properties primarily in China.

© 2015 Prospect News.
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